IN THE VALUE OF THE PAYMENTS TO THE EXECUTIVE.
(I)
NO LATER THAN 10 DAYS PRIOR TO THE EFFECTIVE DATE, THE COMPANY
SHALL DELIVER CASH, IN AN AMOUNT EQUAL TO THE SUM OF (A) THE AGGREGATE OF THE
CASH AMOUNTS THAT COULD BE PAYABLE UNDER SECTION 5(A) (PLUS ANY ESTIMATED
INTEREST), (B) THE ESTIMATED GROSS-UP PAYMENT, IF ANY, AS DETERMINED BY THE
ACCOUNTING FIRM AND (C) THE AGGREGATE OF THE CASH VALUE OF ANY AMOUNTS DEFERRED
BY THE EXECUTIVE UNDER ANY "NONQUALIFIED DEFERRED COMPENSATION PLAN" WITHIN THE
MEANING OF SECTION 409A OF THE CODE, TO A "RABBI TRUST" (THE "TRUST") TO BE
ESTABLISHED BY THE COMPANY PRIOR TO SUCH DELIVERY OF CASH WITH A NATIONALLY
RECOGNIZED FINANCIAL INSTITUTION AS TRUSTEE (THE "TRUSTEE") TO BE HELD BY THE
TRUSTEE PURSUANT TO THE TERMS OF THE TRUST AGREEMENT ENTERED
17
INTO BETWEEN THE COMPANY AND THE TRUSTEE PRIOR TO THE EFFECTIVE DATE; PROVIDED,
HOWEVER, THAT THE TRUST SHALL NOT BE FUNDED IF THE FUNDING THEREOF WOULD RESULT
IN TAXABLE INCOME TO THE EXECUTIVE BY REASON OF SECTION 409A(B) OF THE CODE.
THE COMPANY SHALL BE RESPONSIBLE FOR ANY FEES AND EXPENSES OF THE TRUSTEE.
IN WITNESS WHEREOF, THE EXECUTIVE HAS HEREUNTO SET THE EXECUTIVE'S HAND AND,
PURSUANT TO THE AUTHORIZATION FROM THE BOARD, THE COMPANY HAS CAUSED THESE
PRESENTS TO BE EXECUTED IN ITS NAME ON ITS BEHALF, ALL AS OF THE DAY AND YEAR
FIRST ABOVE WRITTEN.
ACI Worldwide, Inc.
Executive
By:
Signature:
Its:
Printed Name:
18