Exhibit 10.5
ACI WORLDWIDE,
INC.
LTIP Performance Shares
Agreement
(2005
Equity and Performance Incentive Plan)
(Amended by the Stockholders
July 24, 2007)
This LTIP
Performance Shares Agreement (this “Agreement”) is made
as of
between ACI Worldwide, Inc., a Delaware corporation (the
“Corporation”) and
,
an employee of the Corporation or its Subsidiaries (the
“Grantee”).
WHEREAS, the Board
of Directors of the Corporation has duly adopted, and the
stockholders of the Corporation have approved, the 2005 Equity and
Performance Incentive Plan, as amended (the “Plan”),
which authorizes the Corporation to grant to eligible individuals
performance shares, each such performance share being equal in
value to one share of the Corporation’s common stock, par
value of $0.005 per share (the “Common Shares”);
and
WHEREAS, the Board
of Directors of the Corporation has determined that it is desirable
and in the best interests of the Corporation and its stockholders
to approve a long-term incentive plan in 2005 and, in connection
therewith, to grant the Grantee a certain number of performance
shares, in order to provide the Grantee with an incentive to
advance the interests of the Corporation, all according to the
terms and conditions set forth herein and in the Plan.
NOW, THEREFORE, in
consideration of the mutual promises and covenants contained
herein, the parties hereto do hereby agree as follows:
1.
Grant of Performance Shares
.
(a)
Subject to the terms of the Plan, the Corporation hereby grants to
the Grantee
performance
shares (the “Performance Shares”), payment of which
depends on the Corporation’s performance as set forth in this
Agreement and in the Statement of Performance Goals (the
“Statement of Performance Goals”) approved by the
Compensation Committee of the Corporation’s Board of
Directors (the “Committee”).
(b)
The Grantee’s right to receive all or any portion of the
Performance Shares will be contingent upon the achievement of
certain management objectives (the “Management
Objectives”), as set forth in the Statement of Performance
Goals. The achievement of the Management Objectives will be
measured during the period from
through
(the “Performance Period”).
(c)
The Management Objectives for the Performance Period will be based
on Revenue (as defined in the Statement of Performance Goals)
(“Revenue”), Earnings per Share (as defined in the
Statement of Performance Goals (“EPS”) and Backlog (as
defined in the Statement of Performance Goals)
(“Backlog”). Each of the Management Objectives
will be weighted as follows:
(i)
forty percent (40%) of the total number of Performance Shares will
be based on Revenue (the “Revenue Performance
Shares”);
(ii)
forty percent (40%) of the total number of Performance Shares will
be based on EPS (the “EPS Performance Shares”);
and
(iii)
twenty percent (20%) of the total number of Performance Shares will
be based on Backlog (the “Backlog Performance
Shares”).
2.
Earning of Performance
Shares .
(a)
Initial Hurdle . Notwithstanding anything to the
contrary contained in this Agreement or in the Statement of
Performance Goals, in no event shall any Performance Shares become
earned if upon the conclusion of the Performance Period actual
performance relating to EPS is below threshold level as set forth
in the Performance Matrix contained in the Statement of Performance
Goals.
(b)
The Revenue Performance Shares.
(i)
If, upon the conclusion of the Performance Period, Revenue falls
below the threshold level, as set forth in the Performance Matrix
contained in the Statement of Performance Goals, none of the
Revenue Performance Shares shall become earned.
(ii)
If, upon the conclusion of the Performance Period, Revenue equals
or exceeds the threshold level, but is less than the 100% target
level, as set forth in the Performance Matrix contained in the
Statement of Performance Goals, a proportionate number of the
Revenue Performance Shares shall become earned, as determined by
mathematical interpolation and rounded up to the nearest whole
share.
(iii)
If, upon the conclusion of the Performance Period, Revenue equals
or exceeds the 100% target level, but is less than the maximum
level, as set forth in the Performance Matrix contained in the
Statement of Performance Goals, a proportionate number of the
Revenue Performance Shares shall become earned, as determined by
mathematical interpolation and rounded up to the nearest whole
share.
(iv)
If, upon the conclusion of the Performance Period, Revenue equals
or exceeds the maximum level, as set forth in the Performance
Matrix contained in the Statement of Performance Goals, 150% of the
Revenue Performance Shares shall become earned.
(c)
The EPS Performance Shares .
(i)
If, upon the conclusion of the Performance Period, EPS falls below
the threshold level, as set forth in the Performance Matrix
contained in the Statement of Performance Goals, none of the EPS
Performance Shares shall become earned.
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(ii)
If, upon the conclusion of the Performance Period, EPS equals or
exceeds the threshold level, but is less than the 100% target
level, as set forth in the Performance Matrix contained in the
Statement of Performance Goals, a proportionate number of the EPS
Performance Shares shall become earned, as determined by
mathematical interpolation and rounded up to the nearest whole
share.
(iii)
If, upon the conclusion of the Performance Period, EPS equals or
exceeds the 100% target level, but is less than the maximum level,
as set forth in the Performance Matrix contained in the Statement
of Performance Goals, a proportionate number of the EPS Performance
Shares shall become earned, as determined by mathematical
interpolation and rounded up to the nearest whole share.
(iv)
If, upon the conclusion of the Performance Period, EPS equals or
exceeds the maximum level, as set forth in the Performance Matrix
contained in the Statement of Performance Goals, 150% of the EPS
Performance Shares shall become earned.
(d)
The Backlog Performance Shares.
(i)
If, upon the conclusion of the Performance Period, Backlog falls
below the threshold level, as set forth in the Performance Matrix
contained in the Statement of Performance Goals, none of the
Backlog Performance Shares shall become earned.
(ii)
If, upon the conclusion of the Performance Period, Backlog equals
or exceeds the threshold level, but is less than the 100% target
level, as set forth in the Performance Matrix contained in the
Statement of Performance Goals, a proportionate number of the
Backlog Performance Shares shall become earned, as determined by
mathematical interpolation and rounded up to the nearest whole
share.
(iii)
If, upon the conclusion of the Performance Period, Backlog equals
or exceeds the 100% target level, but is less than the maximum
level, as set forth in the Performance Matrix contained in the
Statement of Performance Goals, a proportionate number of the
Backlog Performance Shares shall become earned, as determined by
mathematical interpolation and rounded up to the nearest whole
share.
(iv)
If, upon the conclusion of the Performance Period, Backlog equals
or exceeds the maximum level, as set forth in the Performance
Matrix contained in the Statement of Performance Goals, 150% of the
Backlog Performance Shares shall become earned.
(e)
Modification . If the Committee determines that a
change in the business, operations, corporate structure or capital
structure of the Corporation, the manner in which it conducts
business or other events or circumstances render the Management
Objectives to be unsuitable, the Committee may modify such
Management Objectives or the related levels of achievement, in
whole or in part,
3
as
the Committee deems appropriate; provided , however ,
that no such action may result in the loss of the otherwise
available exemption of the award under Section 162(m) of the
Internal Revenue Code of 1986, as amended (the
“Code”).
(f)
Conditions; Determination of Earned Award . Except as
otherwise provided herein, the Grantee’s right to receive any
Performance Shares is contingent upon his or her remaining in the
continuous employ of the Corporation or a Subsidiary through the
end of the Performance Period. For purposes of this
Agreement, the continuous employ of the Grantee shall not be
considered interrupted or terminated in the case of transfers
between locations of the Corporation and its Subsidiaries.
Following the Performance Period, the Committee (or the independent
members of the Board of Directors) shall certify that the
Management Objectives have been satisfied and shall determine the
number of Performance Shares that shall have become earned
hereunder. In all circumstances, the Committee (or the
independent members of the Board of Directors) shall have the
ability and authority to reduce, but not increase, the amount of
Performance Shares that become earned hereunder.
3.
Change in Control .
If a Change in Control (as defined in Exhibit A) occurs following
completion of the first full fiscal quarter of the Performance
Period but before the payment of the Performance Shares as set
forth in Section 7 below, the Corporation shall pay to the Grantee,
as soon as practicable following the Change in Control, a number of
Performance Shares equal to (i) the number of Performance Shares to
which the Grantee would have been entitled under Section 2 above
based on the performance of the Corporation during the full fiscal
quarters completed during the Performance Period until the date of
the Change in Control (and annualized based on the completed fiscal
quarters for any partial years during the Performance Period),
multiplied by (ii) a fraction, the numerator of which is the number
of full fiscal quarters completed during the Performance Period
until the date of the Change in Control and the denominator of
which is 12.
4.
Retirement, Disability, Death or
Termination without Cause . If the Grantee’s
employment with the Corporation or a Subsidiary terminates
following completion of the first full fiscal quarter of the
Performance Period but before the payment of the Performance Shares
as set forth in Section 7 below due to (a) the Grantee’s
retirement approved by the Corporation, (b) Disability, (c) death
or (d) a termination by the Corporation without cause, the
Corporation shall pay to the Grantee or his or her executor or
administrator, as the case may be, as soon as practicable following
such termination of employment, a number of Performance Shares
equal to (
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