RESTRICTED TERRITORY.
FOR THE PURPOSES OF SECTION 9(B), THE
RESTRICTED TERRITORY SHALL BE DEFINED AS AND LIMITED TO THE GEOGRAPHIC AREA(S)
WITHIN A 100 MILE RADIUS OF ANY AND ALL AREAS IN WHICH THE COMPANY WAS LOCATED
IMMEDIATELY PRIOR TO THE EFFECTIVE DATE IN, TO, OR FOR WHICH EXECUTIVE WORKED,
TO WHICH EXECUTIVE WAS ASSIGNED OR HAD ANY RESPONSIBILITY (EITHER DIRECT OR
SUPERVISORY) AT THE DATE OF TERMINATION AND AT ANY TIME DURING THE ONE (1) YEAR
PRIOR TO THE DATE OF TERMINATION.
(D)
COMPANY'S BUSINESS.
FOR PURPOSES OF SECTION 9(B), THE COMPANY'S
BUSINESS IS DEFINED TO BE THE DEVELOPMENT AND SALE OF SOFTWARE PRODUCTS THAT
FACILITATE ELECTRONIC PAYMENTS, AS FURTHER DESCRIBED IN ANY AND ALL
MANUFACTURING, MARKETING AND SALES MANUALS AND MATERIALS OF THE COMPANY IN
EFFECT IMMEDIATELY PRIOR TO THE EFFECTIVE DATE, OR OF ANY OTHER PRODUCTS OR
SERVICES SUBSTANTIALLY SIMILAR TO OR READILY SUITABLE FOR ANY SUCH DESCRIBED
PRODUCTS.
15
SECTION 10.
SUCCESSORS.
(A)
THIS AGREEMENT IS PERSONAL TO THE
EXECUTIVE, AND, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, SHALL NOT BE
ASSIGNABLE BY THE EXECUTIVE OTHER THAN BY WILL OR THE LAWS OF DESCENT AND
DISTRIBUTION.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE
BY THE EXECUTIVE'S LEGAL REPRESENTATIVES.
(B)
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON
THE COMPANY AND ITS SUCCESSORS AND ASSIGNS.
EXCEPT AS PROVIDED IN SECTION
10(C), WITHOUT THE PRIOR WRITTEN CONSENT OF THE EXECUTIVE THIS AGREEMENT SHALL
NOT BE ASSIGNABLE BY THE COMPANY.
(C)
THE COMPANY WILL REQUIRE ANY SUCCESSOR (WHETHER DIRECT OR
INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO ALL OR
SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE COMPANY TO ASSUME
EXPRESSLY AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME
EXTENT THAT THE COMPANY WOULD BE REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION
HAD TAKEN PLACE.
"COMPANY" MEANS THE COMPANY AS HEREINBEFORE DEFINED AND ANY
SUCCESSOR TO ITS BUSINESS AND/OR ASSETS AS AFORESAID THAT ASSUMES AND AGREES TO
PERFORM THIS AGREEMENT BY OPERATION OF LAW OR OTHERWISE.
SECTION 11.
MISCELLANEOUS.
(A)
THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.
THE CAPTIONS OF THIS AGREEMENT ARE
NOT PART OF THE PROVISIONS HEREOF AND SHALL HAVE NO FORCE OR EFFECT.
THIS
AGREEMENT MAY NOT BE AMENDED OR MODIFIED OTHER THAN BY A WRITTEN AGREEMENT
EXECUTED BY THE PARTIES HERETO OR THEIR RESPECTIVE SUCCESSORS AND LEGAL
REPRESENTATIVES.
(B)
ALL NOTICES AND OTHER COMMUNICATIONS HEREUNDER SHALL BE IN WRITING
AND SHALL BE GIVEN BY HAND DELIVERY TO THE OTHER PARTY OR BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, ADDRESSED AS FOLLOWS:
if to the Executive:
At the most recent address on file at the Company.
if to the Company:
ACI Worldwide, Inc.
224 South 108th Avenue
Omaha, NE
68154
Attention:
General Counsel
or to such other address as either party shall have furnished to