Exhibit 10.2
ACI WORLDWIDE, INC.
2005 Equity and Performance Incentive Plan
(Amended by the Stockholders July 24, 2007)
1.
PURPOSE.
THE PURPOSE OF THE 2005 EQUITY AND PERFORMANCE
INCENTIVE PLAN IS TO ATTRACT AND RETAIN DIRECTORS, OFFICERS AND OTHER EMPLOYEES
FOR ACI WORLDWIDE, INC., A DELAWARE CORPORATION, AND ITS SUBSIDIARIES AND TO
PROVIDE TO SUCH PERSONS INCENTIVES AND REWARDS FOR SUPERIOR PERFORMANCE.
2.
DEFINITIONS.
AS USED IN THIS PLAN,
(A)
"APPRECIATION RIGHT" MEANS A RIGHT GRANTED PURSUANT TO SECTION 5
OF THIS PLAN, AND WILL INCLUDE BOTH TANDEM APPRECIATION RIGHTS AND FREE-STANDING
APPRECIATION RIGHTS.
(B)
"AWARD" MEANS ANY OPTION, APPRECIATION RIGHT, RESTRICTED STOCK,
RESTRICTED STOCK UNITS, PERFORMANCE SHARES, PERFORMANCE UNITS OR OTHER AWARDS
GRANTED UNDER THIS PLAN.
(C)
"AWARD AGREEMENT" MEANS AN AGREEMENT, CERTIFICATE, RESOLUTION OR
OTHER TYPE OR FORM OF WRITING OR OTHER EVIDENCE APPROVED BY THE BOARD THAT SETS
FORTH THE TERMS AND CONDITIONS OF THE AWARDS GRANTED.
AN AWARD AGREEMENT MAY BE
IN AN ELECTRONIC MEDIUM, MAY BE LIMITED TO NOTATION ON THE BOOKS AND RECORDS OF
THE COMPANY AND, WITH THE APPROVAL OF THE BOARD, NEED NOT BE SIGNED BY A
REPRESENTATIVE OF THE COMPANY OR A PARTICIPANT.
(D)
"BASE PRICE" MEANS THE PRICE TO BE USED AS THE BASIS FOR
DETERMINING THE SPREAD UPON THE EXERCISE OF A FREE-STANDING APPRECIATION RIGHT
AND A TANDEM APPRECIATION RIGHT.
(E)
"BOARD" MEANS THE BOARD OF DIRECTORS OF THE COMPANY AND, TO THE
EXTENT OF ANY DELEGATION BY THE BOARD TO A COMMITTEE (OR SUBCOMMITTEE THEREOF)
PURSUANT TO SECTION 16 OF THIS PLAN, SUCH COMMITTEE (OR SUBCOMMITTEE).
(F)
"CODE" MEANS THE INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM
TIME TO TIME, AND INCLUDES A REFERENCE TO THE UNDERLYING FINAL REGULATIONS.
A
REFERENCE TO ANY PROVISION OF THE CODE SHALL INCLUDE REFERENCE TO ANY SUCCESSOR
PROVISION OF THE CODE.
(G)
"COMMON SHARES" MEANS THE SHARES OF CLASS A COMMON STOCK, PAR
VALUE $.005 PER SHARE, OF THE COMPANY OR ANY SECURITY INTO WHICH SUCH COMMON
SHARES MAY BE CHANGED BY REASON OF ANY TRANSACTION OR EVENT OF THE TYPE REFERRED
TO IN SECTION 12 OF THIS PLAN.
(H)
"COMPANY" MEANS ACI WORLDWIDE, INC., A DELAWARE CORPORATION
FORMERLY KNOWN AS TRANSACTION SYSTEMS ARCHITECTS, INC.
(I)
"COVERED EMPLOYEE" MEANS A PARTICIPANT WHO IS, OR IS DETERMINED
BY THE BOARD TO BE LIKELY TO BECOME, A "COVERED EMPLOYEE" WITHIN THE MEANING OF
SECTION 162(M) OF THE CODE OR ANY SUCCESSOR PROVISION.
(J)
"DATE OF GRANT" MEANS THE DATE SPECIFIED BY THE BOARD ON WHICH A
GRANT OF ANY AWARD UNDER THIS PLAN WILL BECOME EFFECTIVE (WHICH DATE WILL NOT BE
EARLIER THAN THE DATE ON WHICH THE BOARD TAKES ACTION WITH RESPECT THERETO).
(K)
"DIRECTOR" MEANS A MEMBER OF THE BOARD OF DIRECTORS OF THE
COMPANY.
(L)
"EXCHANGE ACT" MEANS THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, AS SUCH LAW, RULES AND
REGULATIONS MAY BE AMENDED FROM TIME TO TIME.
(M)
"FREE-STANDING APPRECIATION RIGHT" MEANS AN APPRECIATION RIGHT
GRANTED PURSUANT TO SECTION 5 OF THIS