OF THE ALLIANCE, THE SENIOR ALLIANCE EXECUTIVES OF
EACH PARTY WILL MEET (I) FROM THE DATE HEREOF THROUGH MARCH 31, 2008, NO LESS
THAN ON A MONTHLY BASIS AND (II) THEREAFTER, ON A QUARTERLY BASIS, IN EACH CASE
WITH EACH SUCH MEETING TAKING PLACE ON A DAY AND AT A TIME AS THE PARTIES SHALL
AGREE.
EACH PARTY WILL BE RESPONSIBLE FOR ITS OWN COSTS ASSOCIATED WITH SUCH
MEETINGS.
ARTICLE VI
OTHER AGREEMENTS
SECTION 6.01.
GRANT OF WARRANTS.
SIMULTANEOUSLY HEREWITH, ACI HEREBY GRANTS TO
IBM WARRANTS (THE "WARRANTS") TO PURCHASE (A) 1,427,035 SHARES OF ACI COMMON
STOCK AT A PRICE OF $27.50 PER SHARE AND (B) 1,427,035 SHARES OF ACI COMMON
STOCK AT A PRICE OF $33.00 PER SHARE.
THE TERMS AND CONDITIONS OF THE WARRANTS
ARE SET FORTH IN THE WARRANT AGREEMENTS EXECUTED SIMULTANEOUSLY WITH THIS
AGREEMENT.
SECTION 6.02.
PUBLICITY AND DISCLOSURE.
(A)
IBM AND ACI EACH AGREE TO ISSUE THE JOINT PRESS RELEASE ANNOUNCING THE
ALLIANCE IN THE FORM ATTACHED AS EXHIBIT C-1 HERETO ON DECEMBER 17, 2007, AND
AGREE THAT ACI SHALL INCLUDE, IN ITS PRESS RELEASE ON SUCH DATE, THE LANGUAGE
SET FORTH ON EXHIBIT C-2 ATTACHED HERETO.
(B)
EXCEPT AS EXPRESSLY CONTEMPLATED BY SECTION 6.02(A), IBM AND ACI EACH AGREE
THAT (I) NO PUBLIC RELEASE OR ANNOUNCEMENT CONCERNING THE ALLIANCE SHALL BE
16
ISSUED OR MADE AND (II) NONE OF THE ALLIANCE AGREEMENTS OR ANY RELATED DOCUMENTS
(INCLUDING, WHEN SIGNED, THE SERVICES AGREEMENT) SHALL BE PUBLICLY DISCLOSED OR
FILED, IN EACH CASE BY EITHER PARTY OR ANY OF ITS AFFILIATES OR ANY OF ITS
REPRESENTATIVES, WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY; PROVIDED
THAT EACH OF IBM AND ACI MAY MAKE INTERNAL ANNOUNCEMENTS TO THEIR RESPECTIVE
EMPLOYEES AND ORDINARY COURSE INVESTORS, CUSTOMERS, BUSINESS PARTNERS AND PUBLIC
RELATIONS COMMUNICATIONS, IN EACH CASE THAT ARE CONSISTENT WITH THE PARTIES'
PRIOR PUBLIC DISCLOSURES REGARDING THE ALLIANCE; AND PROVIDED, FURTHER, THAT,
SUBJECT TO THE FOLLOWING PROVISIONS OF THIS SECTION 6.02(B), EACH OF IBM AND ACI
MAY MAKE SUCH PUBLIC DISCLOSURE AS IT DETERMINES IN GOOD FAITH IS REQUIRED BY
APPLICABLE LAW.
IN THE EVENT THAT A PARTY DETERMINES IN GOOD FAITH THAT
DISCLOSURE OR FILING OF AN ALLIANCE AGREEMENT OR ANY RELATED DOCUMENT IS
REQUIRED BY APPLICABLE LAW, SUCH PARTY SHALL, PRIOR TO ANY SUCH DISCLOSURE OR
FILING (AND, OTHER THAN IN THE CASE OF ANY SUCH DISCLOSURE OR FILING WITH THE
COMMISSION, IF AND TO THE EXTENT THAT SUCH PARTY DETERMINES THAT IT MAY DO SO
PURSUANT TO APPLICABLE LAW) (I) REDACT ALL INFORMATION OF A CONFIDENTIAL OR
COMPETITIVELY SENSITIVE NATURE, (II) ALLOW THE OTHER PARTY REASONABLE TIME TO
REVIEW SUCH REDACTED ALLIANCE AGREEMENT OR RELATED DOCUMENT, AND (III) MAKE SUCH
FURTHER REDACTIONS AS ARE REASONABLY PROPOSED BY THE REVIEWING PARTY.
IN THE
EVENT THAT ANY GOVERNMENTAL AUTHORITY, INCLUDING THE COMMISSION, CHALLENGES OR
OTHERWISE DISPUTES ANY SUCH REDACTIONS TO THE PROVISIONS OF ANY ALLIANCE
AGREEMENT OR ANY RELATED DOCUMENT, THE PARTIES SHALL COOPERATE AND USE
REASONABLE BEST EFFORTS TO DEFEND AND OBTAIN THE AGREEMENT OF