Exhibit 10.3
ACI WORLDWIDE,
INC.
Nonqualified Stock Option
Agreement - Non-Employee Director
2005
Equity and Performance Incentive Plan
(Amended by the Stockholders
July 24, 2007)
This Stock Option
Agreement (the “Option Agreement”) is made as of
by and between ACI Worldwide, Inc., a Delaware corporation (the
“Corporation”), and [
] , a Non-Employee Director of the Corporation or its
Subsidiaries (the “Optionee”).
WHEREAS, the Board of
Directors of the Corporation has duly adopted, and the stockholders
of the Corporation have approved, the 2005 Equity and Performance
Plan, as amended (the “Plan”), which Plan authorizes
the Corporation to grant to eligible individuals options for the
purchase of shares of the Corporation’s Common Stock (the
“Stock”); and
WHEREAS, the
Corporation has determined that it is desirable and in the best
interests of the Corporation and its stockholders to grant the
Optionee an option to purchase a certain number of shares of Stock,
in order to provide the Optionee with an incentive to advance the
interests of the Corporation, all according to the terms and
conditions set forth herein.
NOW, THEREFORE, in
consideration of the mutual promises and covenants contained
herein, the parties hereto do hereby agree as follows:
1.
GRANT OF NON-QUALIFIED STOCK OPTION
Subject to the terms of
the Plan, the Corporation hereby grants to the Optionee the right
and option (the “Option”) to purchase from the
Corporation, on the terms and subject to the conditions set forth
in this Option Agreement, [
] shares of Stock (the “Option Shares”).
The Date of Grant of this Option is
.
This Option shall not constitute an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the “Code”).
2.
TERMS OF PLAN
The Option granted
pursuant to this Option Agreement is granted subject to the terms
and conditions set forth in the Plan, a copy of which has been
delivered to the Optionee. All terms and conditions of the
Plan, as may be amended from time to time, are hereby incorporated
into this Option Agreement by reference and shall be deemed to be a
part of this Option Agreement, without regard to whether such terms
and conditions (including, for example, provisions relating to
certain changes in capitalization of the Corporation) are otherwise
set forth in this Option Agreement. In the event that there
is any inconsistency between the provisions of this Option
Agreement and of the Plan, the provisions of the Plan shall
govern. Capitalized terms used herein that are not otherwise
defined shall have the meaning ascribed to them in the
Plan.
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3.
EXERCISE PRICE
The exercise price for
the shares of Stock subject to the Option granted by this Option
Agreement is
$
per share (the “Exercise Price”).
4.
EXERCISE OF OPTION
Subject to the
provisions of the Plan and subject to the earlier expiration or
termination of this Option in accordance with its terms, the Option
granted pursuant to this Option Agreement shall be exercisable only
as follows:
4.1.
Time of Exercise of Option
4.1.1.
The Option shall become exercisable with respect to 100% of the
Option Shares on the earlier to occur of (i) the date which is one
year following the Date of Grant and (ii) the day immediately prior
to the date of the next annual meeting of the stockholders of the
Corporation occurring following the Date of Grant.
4.1.2.
Notwithstanding Section 4.1.1 above, in accordance with the
provisions of the Plan, the Option granted under this Option
Agreement shall become immediately exercisable upon the occurrence
of a Change in Control (as defined in Section 9 below) if the
Optionee holding such Option is a Non-Employee Director of the
Corporation or a Subsidiary of the Corporation on the date of the
consummation of such Change in Control.
4.1.3
Notwithstanding Section 4.1.1
above, in accordance with the provisions of the Plan, if the
Optionee ceases to be a Non-Employee Director of the Corporation or
a Subsidiary of the Corporation by reason of Disability (as defined
in Section 4.3.2 below), the unexercised portion of any Option held
by such Optionee at that time will become immediately vested and
will be exercisable until terminated in accordance with Section 4.3
below.
4.1.4
Notwithstanding Section 4.1.1 above,
in accordance with the provisions of the Plan, if the Optionee dies
while serving as a Non-Employee Director of the Corporation or a
Subsidiary of the Corporation (or dies within a period of one month
after termination of his service as a Non-Employee Director for any
reason other than Disability or within a period of one year after
termination of his service as Non-Employee Director by reason of
Disability), the unexercised portion of any Option held by such
Optionee at the time of death will become immediately vested and
will be exercisable until terminated in accordance with Section 4.3
below.
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4.2.
Limitations
The portion of the
Option that has not become exercisable as of the date of the
Optionee’s termination of service as a Non-Employee Director
of the Corporation or any of its Subsidiaries for any reason shall
automatically terminate as of the date of the Optionee’s
termination of service as a Non-Employee Director of the
Corporation or its Subsidiaries and shall not become exercisable
after such termination. To the extent the Option is exercisable, it
may be exercised, in whole or in part; provided , that no
single exercise of the Option shall be for less than 100 shares,
unless at the time of the exercise, the maximum number of shares
available for purchase under this Option is less than 100
shares. In no event shall the Option be exercised for a
fractional share.
4.3.
Termination of Option
This Agreement and the
Option granted hereby shall terminate automatically and without
further notice on the earliest of the following dates:
4.3.1.
90 calendar days from the date of the Optionee’s termination
of service as a Non-Employee Director of the Corporation or a
Subsidiary of the Corporation for any reason other than death or
Disability (as defined below);
4.3.2.
one year after the Optionee’s permanent and total disability
as defined in Section 22(e)(3) of the Code
(“Disability”);
4.3.3.
one year after the Optionee’s death, if such death occurs (i)
while the Optionee is serving as a Non-Employee Director of the
Corporation or a Subsidiary of the Corporation, (ii) within the
90-day period following the Optionee’s termination of service
as a Non-Employee Director for any reason other than Disability; or
(iii) within the one-year period following the Optionee’s
termination of service as a Non-Employee Director by reason of the
Optionee’s Disability; or
4.3.4.
ten years from the Date of Grant.
The Corporation shall have
the authority to determine the date an Optionee ceases to serve as
a Non-Employee Director by reason of Disability. In the case
of death, the Option may be exercised by the executor or
administrator of the Optionee’s estate or by any person or
persons who shall have acquired the Option directly from the
Optionee by bequest or inheritance.
4.4.
Limitations on Exercise of Option
In no event may the
Option be exercised, in whole or in part, after the occurrence of
an event which results in termination of the Option, as set forth
in Section 4.3 above. The Option shall not be exercisable if
and to the extent the Corporation determines such exercise or
method of exercise would violate applicable securities laws, the
rules and regulations of any securities exchange or quotation
system on which the Stock is listed, or the Corporation’s
policies and procedures.
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4.5.
Method of Exercise of Option
4.5.1.
To the extent then exercisable, the Option may be exercised in
whole or in part by written notice to the Corporation stating the
number of shares for which the Option is being exercised and the
intended manner of payment. The date of such notice shall be
the exercise date. Payment equal to the aggregate Exercise
Price of the shares shall be payable (i) in cash in the form of
currency or check or other cash equivalent acceptable to the
Corporation, (ii) by actual or constructive transfer to the
Corporation of nonforfeitable, outstanding shares of Stock that
have been owned by the Optionee for at least six months prior to
the date of exercise, (iii) by any combination of the foregoing
methods of payment, or (iv) in accordance with such other method or
manner as set forth below.
(A)
Cash Exercise (to exercise and retain the Option Shares):
Subject to the terms and conditions of this Option Agreement
and the Plan, the Option may be exercised by delivering written
notice of exercise to the Corporation, at its principal office,
addressed to the attention of Stock Plan Administration, or to the
agent/broker designated by the Corporation, which notice shall
specify the number of shares for which the Option is being
exercised, and shall be accompanied by payment in full of the
Exercise Price of the shares for which the Option is being
exercised plus the full amount of all applicable withholding taxes
due on the Option exercise. Payment of the Exercise Price for
the shares of Stock purchased pursuant to the exercise of the
Option shall be made either in cash or by certified check payable
to the order of the Corporation. If the person exercising the
Option is not the Optionee, such person shall also deliver with the
notice of exercise appropriate proof of his or her right to
exercise the Option, as the Corporation may require in its sole
discretion. Promptly after exercise of the Option as provided
for above, the Corporation shall deliver to the person exercising
the Option a certificate or certificates for the shares of Stock
being purchased.
(B)
Same-Day-Sale Exercise (to exercise and immediately sell all the
Option Shares): Subject to the terms and conditions of
this Option Agreement and the Plan, the Option may be exercised by
delivering written notice of exercise to the
agent/broker
