Exhibit 10.15


 


SEVERANCE COMPENSATION AGREEMENT


 


 


SEVERANCE COMPENSATION AGREEMENT dated as of
                ,
2003 between Transaction Systems Architects, Inc., a Delaware corporation (the
“Company”), and the executive whose name appears on the signature page
of this Agreement (the “Executive”).


 


WHEREAS, this Agreement sets forth the severance compensation which the
Company agrees it will pay to the Executive and the other benefits the Company
will provide the Executive if the Executive’s employment with the Company
terminates under certain circumstances described herein.


 


NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements hereinafter set forth, the parties hereto hereby agree
as follows:


 


1.     TERM.


 


This Agreement shall remain in effect as long as the Executive is
employed by the Company.


 


2.     TERMINATION.


 


(a)                           The Executive shall be
entitled to the compensation provided in Section 3 of this Agreement if the
Executive’s employment is terminated as a result of the Executive’s death or by
the Company as a result of (i) the Executive’s Disability (as defined in
Section 2(b) below); (ii) the Executive’s Retirement (as defined in Section
2(c) below); or (iii) any other reason other than Cause (as defined in Section
2(d) below).


 


(b)                           If, as a result of the
Executive’s incapacity due to physical or mental illness, the Executive shall
have been unable, with or without a reasonable accommodation, to perform his
duties with the Company on a full-time basis for six months and within 30 days
after a Notice of Termination (as defined in Section 2(e) below) is thereafter
given by the Company, the Executive shall not have returned to the full-time
performance of the Executive’s duties, the Company may terminate the
Executive’s employment for “Disability.”


 


(c)                           For purposes of this
Agreement only, “Retirement” shall mean termination by the Company of
the Executive’s employment based on the Executive’s having reached age 65 or
such other age as shall have been fixed in any arrangement established pursuant
to this Agreement with the Executive’s consent with respect to the Executive.


 


(d)                           For purposes of this
Agreement only, “Cause” shall mean: (i) the Executive’s conviction of a
felony involving moral turpitude; (ii) the Executive’s serious, willful gross
misconduct or willful gross neglect of duties (other than any such neglect
resulting from the Executive’s incapacity due to physical or mental illness),
which, in either case, has resulted, 


 

















 


or in all probability is likely
to result, in material economic damage to the Company; provided no act or
failure to act by the Executive will constitute Cause under this clause (ii) if
the Executive believed in good faith that such act or failure to act was in the
best interest of the Company; or (iii) the Executive’s violation of any
provision of the Company’s Code of Ethics for the Chief Executive Officer and
Senior Financial Officers, as the same may be amended from time to time (the
“Code of Ethics”).  For purposes of
clause (iii) of this subsection (d), the Executive shall be deemed to be
subject to the provisions of the Code of Ethics regardless of whether the
Executive is a Senior Officer as defined in the Code of Ethics or otherwise
subject to the Code of Ethics.


 


For purposes of
this Agreement only, any termination of the Executive’s employment by the
Company for Cause shall be authorized by a vote of at least a majority of the
non-employee members of the Board of Directors of the Company (the “Board”)
within 12 months of a majority of such non-employee members of the Board having
actual knowledge of the event or circumstances providing a basis for such
termination.  In the case of clause (ii)
of the second sentence of this subsection (d), the Executive shall be given
notice by the Board specifying in detail the particular act or failure to act
on which the Board is relying in proposing to terminate him for cause and
offering the Executive an opportunity, on a date at least 14 days after receipt
of such notice, to have a hearing, with counsel, before a majority of the
non-employee members of the Board, including each of the members of the Board
who authorized the termination for Cause. 
The Executive shall not be terminated for Cause if, within 30 days after
the date of the Executive’s hearing before the Board (or if the Executive
waives a hearing, within 30 days after receiving notice of the proposed
termination), he has corrected the particular act or failure to act specified
in the notice and by so correcting such act or failure to act he has reduced
the economic damage his act or failure to act has allegedly caused the Company
to a level which is no longer material or has eliminated the probability that
such act or failure to act is likely to result in material economic damage to
the Company.  No termination for Cause
shall take effect until the expiration of the correction period described in
the preceding sentence and the determination by a majority of the non-employee
members of the Board that the Executive has failed to correct the act or
failure to act in accordance with the terms of the preceding sentence.


 


Anything herein to the contrary notwithstanding, if, following a
termination of the Executive’s employment by the Company for Cause based upon
the conviction of the Executive for a felony involving moral turpitude such
conviction is finally overturned on appeal, the Executive shall be entitled to
the compensation provided in Sections 4(a) and 4(c) of the Change in Control
Agreement (as defined in Section 8 below). 
In lieu of the interest provided in clause (iv) of the first sentence of
Section 4(a) of the Change in Control Agreement and the interest provided in
the second sentence of Section 4(c) of the Change in Control Agreement,
however, the compensation provided in Sections 4(a) and 4(c) of the Change in
Control Agreement shall be increased by a ten percent rate of interest,
compounded annually, calculated from the date such compensation would have been
paid if the Executive’s employment had been terminated without Cause.


 


(e)           Any
termination of the Executive by the Company pursuant to Section 2(b), 2(c) or
2(d) above shall be communicated by a Notice of Termination to the
Executive.  For purposes of this
Agreement, a “Notice of Termination” shall mean a written notice which
shall indicate those specific termination provisions in this Agreement relied
upon and which sets forth in


 


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reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive’s
employment under the provision so indicated. 
For purposes of this Agreement, no such purported termination by the
Company shall be effective without such Notice of Termination.


 


(f)            “Date
of Termination” shall mean (i) if the Executive’s employment is terminated
as a result of the death of the Executive, the date of the Executive’s death,
(ii) if the Executive’s employment is terminated by the Company for Disability,
30 days after Notice of Termination is given to the Executive (provided that the
Executive shall not have returned to the performance of the Executive’s duties
on a full-time basis during such 30-day period), and (iii) if the Executive’s
employment is terminated by the Company for any other reason, the date on which
a Notice of Termination is given.


 


3.             COMPENSATION
UPON TERMINATION OF EMPLOYMENT.


 


(a)           If
the Executive’s employment with the Company is terminated for death or by the
Company for Disability or Retirement, the Executive shall be entitled to
receive in a lump sum cash payment within five days after his Date of
Termination (as defined in Section 2(f) above) the following:


 


                (i)            his earned but unpaid base salary through
his Date of Termination; plus


 


(ii)           a quarterly incentive award for the current
fiscal quarter prorated through the Date of Termination equal to the quarterly
incentive award (whether paid or payable in cash or in securities of the
Company) awarded to the Executive with respect to the Company’s most recent
fiscal quarter ending prior to the Date of Termination.


 


(b)           If
the Executive’s employment with the Company is terminated by the Company for a
reason other than Cause, Disability or Retirement, the Executive shall be
entitled to receive in a lump sum cash payment within five days after his Date
of Termination (as defined in Section 2(f) above) the following:


 


(i)            his earned but unpaid Base Salary (as
defined below) through his Date of Termination;


 


(ii)           an amount equal to his Base Salary for six
months; plus


 


(iii)          a quarterly incentive award for the current fiscal
quarter prorated through the Date of Termination equal to the quarterly
incentive award (whether paid or payable in cash or in securities of the
Company) awarded to the Executive with respect to the Company’s most recent
fiscal quarter ending prior to the Date of Termination.


 


“Base Salary” means the Executive’s highest
annual base compensation during the twenty-four months immediately preceding
the Date of Termination (calculated on a per month basis), or such shorter
period if the Executive has been employed for less than twenty-four months.


 


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(c)           If
pursuant to Section 2(b) above the Executive is entitled to the compensation
provided in this Section 3, then the Executive will be entitled to continued
participation in all non-equity based employee benefit plans or programs
available to Company employees generally in which the Executive was
participating on the Date of Termination, such continued participation to be at
Company cost and otherwise on the same basis as Company employees generally,
until the earlier of (i) the date, or dates, he receives equivalent coverage
and benefits under the plans and programs of a subsequent employer (such
coverages and benefits to be determined on a coverage-by-coverage or
benefit-by-benefit basis) or (ii) six months from the Date of Termination.


 


4.             NO OBLIGATION TO MITIGATE DAMAGES; NO
EFFECT ON OTHER CONTRACTUAL RIGHTS.


 


(a)   Except as provided in Section
3(b), the Executive shall not be required to mitigate damages or the amount of
any payment provided for under this Agreement by seeking other employment or
otherwise, nor shall the amount of any payment provided for under this
Agreement be reduced by any compensation earned by the Executive as the result
of employment by another employer after the Date of Termination or otherwise.


 


(b)   The provisions of this
Agreement, and any payment provided for hereunder, shall not reduce any amounts
otherwise payable, or in any way diminish the Executive’s existing  rights,
or rights which would accrue solely as a result of the passage of time, under  any
benefit plan, incentive plan or securities plan, employment agreement or other
contract, plan or agreement with or of the Company.


 


5.             BINDING
AGREEMENT.


 


This Agreement shall inure to the benefit of,
be binding upon, and be enforceable by the Executive’s personal and legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.  If the Executive
should die while any amounts are still payable to him hereunder, all such
amounts, unless otherwise provided herein, shall he paid in accordance with the
terms of this Agreement to the Executive’s devisee, legatee or other designee
or, if there be no such designee, to the Executive’s estate.


 


6.             NOTICE.


 


For purposes of this Agreement, notices and
all other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by United
States registered mail, return receipt requested, postage prepaid, as follows:


 


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If to the Company:


 


Transaction Systems Architects, Inc.


224 South 108th Avenue


Omaha, NE 68154


Attn: General Counsel


 


If to the Executive: at the address shown on the signature page of this
Agreement


 


or to such other address as either party may have furnished to the
other in writing in accordance herewith, except that notices of change of
address shall be effective  only upon receipt.


 


7.             MISCELLANEOUS.


 


No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by the Executive and the Company.  No waiver by either party hereto at any time
of any breach by the other party hereto of, or compliance with, any condition
or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same
time or at any prior or subsequent time. 
No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party which
are not set forth expressly in this Agreement. 
This Agreement shall be governed by and construed in accordance with the
laws of the State of Nebraska, without giving effect to any principles of
conflicts of law.


 


8.             CONFLICT IN BENEFITS.


 


Except as otherwise provided in this Agreement, this Agreement is not
intended to and shall not limit or terminate any other agreement or arrangement
between the Executive and the Company presently in effect or hereafter entered
into.  To the extent that the Executive
is entitled to severance compensation pursuant to the terms of a Severance
Compensation Agreement (Change in Control)(the “Change in Control Agreement”),
the terms of the Change in Control Agreement shall be deemed to supercede the
terms of this Agreement and the Executive’s entitlement to any severance
compensation shall be determined under the Change in Control Agreement.


 


9.             VALIDITY.


 


                The invalidity or
unenforceability of any provisions of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, which
shall remain in full force and effect.


 


10.           SURVIVORSHIP.


 


The respective
rights and obligations of the parties hereunder shall survive any termination
of this Agreement to the extent necessary to the intended preservation of such
rights


 


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and obligations and to the
extent that any performance is required following termination of this
Agreement.  Without limiting the
foregoing, Section 11 shall expressly survive the termination of this
Agreement.


 


11.           EFFECTIVE
DATE.


 


This Agreement
shall become effective upon execution.


 


12.           COUNTERPARTS.


 


This Agreement
may be executed in one or more counterparts, each of which shall be deemed to
be an original but all of which together will constitute one and the same
instrument.


 


13.           NO
GUARANTEE OF EMPLOYMENT.


 


Neither this
Agreement nor any action taken hereunder shall be construed as giving the
Executive the right to be retained in employment with the Company, nor shall it
interfere with either the Company’s right to terminate the employment of the
Executive at any time or the Executive’s right to terminate his employment at
any time.


 


14.           NO
ASSIGNMENT BY EXECUTIVE.


 


Except as
otherwise provided in Section 5(b), the Executive’s rights and interests under
this Agreement shall not be assignable (in law or in equity) or subject to any
manner of alienation, sale, transfer, claims of creditors, pledge, attachment,
garnishment, levy, execution or encumbrances of any kind.


 


15.           WAIVER.


 


The Executive’s or
the Company’s failure to insist upon strict compliance with any provision of
this Agreement shall not he deemed a waiver of such provision or any other
provision of this Agreement.  Any waiver
of any provision of this Agreement shall not be deemed to be a waiver of any
other provision, and any waiver of default in any provision of this Agreement
shall not be deemed to be a waiver of any later default thereof or of any other
provision.


 


16.           WITHHOLDING.


 


All amounts paid pursuant to this Agreement shall be subject to
withholding for taxes (federal,  state, local or otherwise) to the extent
required by applicable law.


 


17.           HEADINGS.


 


The headings of this Agreement have been
inserted for convenience of reference only and are to be ignored in the
construction of the provisions hereof.


 


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18.           NUMBERS
AND GENDER.


 


The use of the singular shall be interpreted
to include the plural and the plural the singular, as the context
requires.  The use of the masculine,
feminine or neuter shall be interpreted to include the masculine, feminine or
neuter as the context shall require.


 


 


IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.


 


 


	
   

  	
   

  	
  TRANSACTION SYSTEMS
  ARCHITECTS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
								



 


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