BY THE CORPORATION TO PROVIDE SERVICES IN
CONNECTION WITH THIS GRANT FOR PURPOSES OF ANY APPLICABLE PRIVACY, INFORMATION
OR DATA PROTECTION LAWS AND REGULATIONS.
(C)
THIS AGREEMENT, AND THE TERMS AND
CONDITIONS OF THE PLAN, SHALL BIND, AND INURE TO THE BENEFIT OF THE GRANTEE, THE
GRANTEE'S ESTATE, EXECUTOR, ADMINISTRATOR, BENEFICIARIES, PERSONAL
REPRESENTATIVE AND GUARDIAN AND THE CORPORATION AND ITS SUCCESSORS AND ASSIGNS.
(D)
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF DELAWARE (BUT NOT INCLUDING THE CHOICE OF LAW RULES THEREOF).
(E)
ANY AMENDMENT TO THE PLAN SHALL BE DEEMED
TO BE AN AMENDMENT TO THIS AGREEMENT TO THE EXTENT THAT THE AMENDMENT IS
APPLICABLE HERETO.
THE TERMS AND CONDITIONS OF THIS AGREEMENT MAY NOT BE
MODIFIED, AMENDED OR WAIVED, EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY A DULY
AUTHORIZED EXECUTIVE OFFICER AT THE CORPORATION.
NOTWITHSTANDING THE FOREGOING,
NO AMENDMENT SHALL ADVERSELY AFFECT THE GRANTEE'S RIGHTS UNDER THIS AGREEMENT
WITHOUT THE GRANTEE'S CONSENT.
13.
NOTICES.
ALL NOTICES UNDER THIS AGREEMENT
TO THE CORPORATION MUST BE DELIVERED PERSONALLY OR MAILED TO THE CORPORATION AT
ITS PRINCIPAL OFFICE, ADDRESSED TO THE ATTENTION OF STOCK PLAN ADMINISTRATION.
THE CORPORATION'S ADDRESS MAY BE CHANGED AT ANY TIME BY WRITTEN NOTICE OF SUCH
CHANGE TO THE GRANTEE.
ALSO, ALL NOTICES UNDER THIS AGREEMENT TO THE GRANTEE
WILL BE DELIVERED PERSONALLY OR MAILED TO THE GRANTEE AT HIS OR HER ADDRESS AS
SHOWN FROM TIME TO TIME IN THE CORPORATION'S RECORDS.
7
IN WITNESS WHEREOF, the parties hereto have duly executed this Performance
Shares Agreement, or caused this Performance Shares Agreement to be duly
executed on their behalf, as of the day and year first above written.
TRANSACTION SYSTEMS ARCHITECTS, INC.
By:
Name:
Title:
Grantee
8
Exhibit A
For purposes of this Agreement, "Change in Control" means:
(a) the acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) (a "Person"), of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either
(i) the then-outstanding shares of common stock of the Corporation (the
"Outstanding Corporation Common Stock") or (ii) the combined voting power of the
then-outstanding voting securities of the Corporation entitled to vote generally
in the election of directors (the "Outstanding Corporation Voting Securities");
provided, however, that the following acquisitions shall not constitute a Change
in Control: (A) any acquisition directly from the Corporation (excluding an
acquisition by virtue of the exercise of a conversion privilege), (B) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Corporation or any corporation controlled by the Corporation
or (C) any acquisition by any corporation pursuant to a reorganization, merger
or consolidation, if, following such reorganization, merger or consolidation,
the conditions described in sub-clauses (i), (ii) and (iii) of clause (c) are
satisfied; or
(b) if individuals who, as of the date hereof, constitute the Board of Directors
(the