MEANS THE PURCHASE PRICE PAYABLE ON EXERCISE OF AN
OPTION.
(U)
"OPTION" MEANS THE RIGHT TO PURCHASE COMMON SHARES UPON EXERCISE
OF AN OPTION GRANTED PURSUANT TO SECTION 4 OR SECTION 9 OF THIS PLAN.
AN OPTION
MAY BE EITHER AN INCENTIVE STOCK OPTION OR A NONQUALIFIED STOCK OPTION.
(V)
"OTHER AWARD" MEANS AN AWARD OR BONUS GRANTED UNDER SECTION 10 OF
THIS PLAN.
2
(W)
"PARTICIPANT" MEANS A PERSON WHO IS SELECTED BY THE BOARD TO
RECEIVE BENEFITS UNDER THIS PLAN AND WHO IS AT THE TIME AN OFFICER, OR OTHER KEY
EMPLOYEE OF THE COMPANY OR ANY ONE OR MORE OF ITS SUBSIDIARIES, OR WHO HAS
AGREED TO COMMENCE SERVING IN ANY OF SUCH CAPACITIES WITHIN 90 DAYS OF THE DATE
OF GRANT, AND WILL ALSO INCLUDE EACH NON- EMPLOYEE DIRECTOR WHO RECEIVES AN
AWARD UNDER THIS PLAN.
(X)
"PERFORMANCE PERIOD" MEANS, IN RESPECT OF A PERFORMANCE SHARE OR
PERFORMANCE UNIT OR QUALIFIED PERFORMANCE-BASED AWARD, A PERIOD OF TIME
ESTABLISHED PURSUANT TO SECTION 8 OR SECTION 9, RESPECTIVELY, OF THIS PLAN
WITHIN WHICH THE MANAGEMENT OBJECTIVES RELATING TO SUCH PERFORMANCE SHARE,
PERFORMANCE UNIT OR QUALIFIED PERFORMANCE-BASED AWARD ARE TO BE ACHIEVED.
(Y)
"PERFORMANCE SHARE" MEANS A BOOKKEEPING ENTRY THAT RECORDS THE
EQUIVALENT OF ONE COMMON SHARE AWARDED PURSUANT TO SECTION 8 OR SECTION 9 OF
THIS PLAN.
(Z)
"PERFORMANCE UNIT" MEANS A BOOKKEEPING ENTRY THAT RECORDS A UNIT
EQUIVALENT TO $1.00 AWARDED PURSUANT TO SECTION 8 OR SECTION 9 OF THIS PLAN.
(AA)
"PLAN" MEANS THIS ACI WORLDWIDE, INC. 2005 EQUITY AND PERFORMANCE
INCENTIVE PLAN, AS AMENDED.
(BB)
"QUALIFIED PERFORMANCE-BASED AWARD" MEANS AN AWARD THAT IS EITHER
(I) INTENDED TO QUALIFY FOR A SECTION 162(M) EXEMPTION, AND IS MADE SUBJECT TO
THE PERFORMANCE OF CERTAIN MANAGEMENT OBJECTIVES, OR (II) AN OPTION OR
APPRECIATION RIGHT.
(CC)
"RESTRICTED STOCK" MEANS COMMON SHARES GRANTED OR SOLD PURSUANT TO
SECTION 6 OR SECTION 9 OF THIS PLAN AS TO WHICH NEITHER THE SUBSTANTIAL RISK OF
FORFEITURE NOR THE PROHIBITION ON TRANSFERS HAS EXPIRED.
(DD)
"RESTRICTION PERIOD" MEANS THE PERIOD OF TIME DURING WHICH
RESTRICTED STOCK UNITS ARE SUBJECT TO DEFERRAL, A SUBSTANTIAL RISK OF FORFEITURE
(BASED ON THE PASSAGE OF TIME, THE ACHIEVEMENT OF PERFORMANCE GOALS, OR UPON THE
OCCURRENCE OF OTHER EVENTS AS DETERMINED BY THE BOARD, IN ITS DISCRETION) AND
OTHER RESTRICTIONS ON TRANSFER, AS PROVIDED IN SECTION 7 OR SECTION 9 OF THIS
PLAN.
(EE)
"RESTRICTED STOCK UNIT" MEANS AN AWARD MADE PURSUANT TO SECTION 7
OR SECTION 9 OF THIS PLAN OF THE RIGHT TO RECEIVE COMMON SHARES OR CASH AT THE
END OF A SPECIFIED PERIOD.
(FF)
"SECTION 162(M) EXEMPTION" MEANS THE EXEMPTION FROM THE
LIMITATION ON DEDUCTIBILITY IMPOSED BY SECTION 162(M) OF THE CODE OR ANY
SUCCESSOR PROVISION THERETO.
(GG)
"SPREAD" MEANS THE EXCESS OF THE MARKET VALUE PER SHARE ON THE DATE
WHEN AN APPRECIATION RIGHT IS EXERCISED, OR ON THE DATE WHEN OPTIONS ARE
SURRENDERED IN PAYMENT OF THE OPTION PRICE OF OTHER OPTIONS, OVER THE OPTION
PRICE OR BASE PRICE PROVIDED FOR