Exhibit 10.2
CHANGE IN CONTROL EMPLOYMENT AGREEMENT
AGREEMENT, dated as of the [
] day of [
] (this
"Agreement"), by and between Transaction Systems Architects, Inc., a Delaware
corporation (the "Company"), and [
] (the "Executive").
WHEREAS, the Board of Directors of the Company (the "Board"), has determined
that it is in the best interests of the Company and its stockholders to assure
that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change in Control (as
defined herein).
The Board believes it is imperative to diminish the inevitable
distraction of the Executive by virtue of the personal uncertainties and risks
created by a pending or threatened Change in Control and to encourage the
Executive's full attention and dedication to the Company in the event of any
threatened or pending Change in Control, and to provide the Executive with
compensation and benefits arrangements upon a Change in Control that ensure that
the compensation and benefits expectations of the Executive will be satisfied
and that provide the Executive with compensation and benefits arrangements that
are competitive with those of other corporations.
Therefore, in order to
accomplish these objectives, the Board has caused the Company to enter into this
Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
SECTION 1.
CERTAIN DEFINITIONS.
(A) "EFFECTIVE DATE" MEANS THE
FIRST DATE DURING THE CHANGE IN CONTROL PERIOD (AS DEFINED HEREIN) ON WHICH A
CHANGE IN CONTROL OCCURS.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
CONTRARY, IF A CHANGE IN CONTROL OCCURS AND IF THE EXECUTIVE'S EMPLOYMENT WITH
THE COMPANY IS TERMINATED WITHIN SIX MONTHS PRIOR TO THE DATE ON WHICH THE
CHANGE IN CONTROL OCCURS, AND IF IT IS REASONABLY DEMONSTRATED BY THE EXECUTIVE
THAT SUCH TERMINATION OF EMPLOYMENT (1) WAS AT THE REQUEST OF A THIRD PARTY THAT
HAS TAKEN STEPS REASONABLY CALCULATED TO EFFECT A CHANGE IN CONTROL OR (2)
OTHERWISE AROSE IN CONNECTION WITH OR ANTICIPATION OF A CHANGE IN CONTROL, THEN
"EFFECTIVE DATE" MEANS THE DATE IMMEDIATELY PRIOR TO THE DATE OF SUCH
TERMINATION OF EMPLOYMENT.
(B)
"CHANGE IN CONTROL PERIOD" MEANS THE PERIOD COMMENCING ON THE DATE
HEREOF AND ENDING ON THE SECOND ANNIVERSARY OF THE DATE HEREOF; PROVIDED,
HOWEVER, THAT, COMMENCING ON THE DATE ONE YEAR AFTER THE DATE HEREOF, AND ON
EACH ANNUAL ANNIVERSARY OF SUCH DATE (SUCH DATE AND EACH ANNUAL ANNIVERSARY
THEREOF, THE "RENEWAL DATE"), UNLESS PREVIOUSLY TERMINATED, THE CHANGE IN
CONTROL PERIOD SHALL BE AUTOMATICALLY EXTENDED SO AS TO TERMINATE TWO YEARS FROM
SUCH RENEWAL DATE, UNLESS, AT LEAST 60 DAYS PRIOR TO THE RENEWAL DATE, THE
COMPANY SHALL GIVE NOTICE TO THE EXECUTIVE THAT THE CHANGE IN CONTROL PERIOD
SHALL NOT BE SO EXTENDED.
(C)
"AFFILIATED COMPANY" MEANS ANY COMPANY CONTROLLED BY, CONTROLLING
OR UNDER COMMON CONTROL WITH THE COMPANY.
(D)
"CHANGE IN CONTROL" MEANS:
(1)
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")