Exhibit 10.4
ACI WORLDWIDE,
INC.
Nonqualified Stock Option
Agreement - Employee
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
[ ]
, an employee 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 Board of
Directors of 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 the Option
Shares only as follows: One-quarter of the Option Shares
([ ]
Option Shares) shall become exercisable on each of the first four
anniversaries of the Date of Grant if the Optionee shall have
remained in the continuous employ of the Corporation or any of its
Subsidiaries as of each such date.
4.1.2
Notwithstanding Section 4.1.1 above, in accordance with the
provisions of the Plan, if the Optionee ceases to be an employee 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.
4.1.3
Notwithstanding Section 4.1.1 above, in accordance with the
provisions of the Plan, if the Optionee dies while employed by the
Corporation or a Subsidiary of the Corporation (or dies within a
period of one month after ceasing to be an employee for any reason
other than Disability or within a period of one year after ceasing
to be an employee 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.
4.1.4
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 10 below) if the
Optionee is an employee of the Corporation or any Subsidiary on the
date of the consummation of such Change in Control.
4.2
Limitations
The portion of the
Option that has not become exercisable as of the date of the
Optionee’s termination of employment with the Corporation or
any of its Subsidiaries for any reason shall automatically
terminate as of the date of the Optionee’s termination of
employment with 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
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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 employment with the Corporation or a Subsidiary 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 employed by the Corporation or a Subsidiary,
(ii) within the 90-day period following the Optionee’s
termination of employment for any reason other than Disability; or
(iii) within the one-year period following the Optionee’s
termination of employment 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 be
an employee 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. The Optionee shall be deemed to be an employee
of the Corporation or any Subsidiary if on a leave of absence
approved by the Board of Directors of the Corporation and the
continuous employment of the Optionee with the Corporation or any
of its Subsidiaries will not be deemed to have been interrupted,
and the Optionee shall not be deemed to have ceased to be an
employee of the Corporation or its Subsidiaries, by reason of the
transfer of the Optionee’s employment among the Corporation
and its Subsidiaries.
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.
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
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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
designated by the Corporation, which notice shall specify the
number of shares for which the Option is bein
