Exhibit 10.31
TERMINATION BENEFITS AGREEMENT
THIS
AGREEMENT, dated as of the ____ day of ___________, 2007, is by and
between Jack Henry & Associates, Inc., a Delaware corporation
(hereinafter referred to as the "Company"), and ________________
(hereinafter the "Executive").
RECITALS:
A. The
Board of Directors of the Company (the "Board") considers it
essential to the best interests of the Company and its shareholders
that its key management personnel be encouraged to remain with the
Company and its subsidiaries and to continue to devote full
attention to the Company's business in the event that any third
person expresses its intention to complete a possible business
combination with the Company, or in taking any other action which
could result in a change in control of the Company. In this
connection, the Board recognizes that the possibility of a change
in control and the uncertainty and questions which it may raise
among management may result in the departure or distraction of key
management personnel to the detriment of the Company and its
shareholders. The Board has determined that appropriate steps
should be taken to reinforce and encourage the continued attention
and dedication of key members of the Company's management to their
assigned duties without distraction in the face of the potentially
disturbing circumstances arising from the possibility of a change
in control of the Company.
B. The
Executive currently serves as a key executive of the Company and
his or her services and knowledge are valuable to the Company in
connection with the management of one or more of the Company's
principal operating facilities, divisions, subsidiaries or
functions.
C. The
Board believes the Executive has made and is expected to continue
to make valuable contributions to the productivity and
profitability of the Company and its subsidiaries.
D. Should
the Company receive any proposal from a third person concerning a
possible business combination or any other action which could
result in a change in control of the Company, the Board believes it
imperative that the Company and the Board be able to rely upon the
Executive to continue in his or her position, and that the Company
and the Board be able to receive and rely upon his or her advice,
if so requested, as to the best interests of the Company and its
shareholders without concern that he or she might be distracted by
the personal uncertainties and risks created by such a proposal,
and to encourage Executive's full attention and dedication to the
Company.
E. Should
the Company receive any such proposal, in addition to the
Executive's regular duties, the Executive may be called upon to
assist in the assessment of such proposal, advise management and
the Board as to whether such proposal would be in the best
interests of the Company and its shareholders, and to take such
other actions as the Board might determine to be necessary or
appropriate.
TERMS AND CONDITIONS:
NOW,
THEREFORE, to assure the Company and its subsidiaries that it will
have the continued, undivided attention, dedication and services of
the Executive and the availability of the Executive's advice and
counsel notwithstanding the possibility, threat or occurrence of a
change in control of the Company, and to induce the Executive to
remain in the employ of the Company and its subsidiaries, and for
other good and valuable consideration, the adequacy and sufficiency
of which are hereby acknowledged, the Company and the Executive
agree as follows:
1.
Change in Control
For
purposes of this Agreement, a "Change in Control" of the Company
shall be deemed to have occurred upon (a) the acquisition at
any time by a "person" or "group" (as that term is used in
Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) (excluding, for this
purpose, the Company or any subsidiary or any employee benefit plan
of the Company or any subsidiary) of beneficial ownership (as
defined in Rule 13d-3 under the Exchange Act) directly or
indirectly, of securities representing 20% or more of the combined
voting power in the election of directors of the then-outstanding
securities of the Company or any successor of the Company;
(b) the termination of service as directors, for any reason
other than death, disability or retirement from the Board in
accordance with Resolution 706 of the Board, as it may be amended
or superseded, during any period of two consecutive years or less,
of individuals who at the beginning of such period constituted a
majority of the Board, unless the election of or nomination for
election of each new director during such period was approved by a
vote of at least two-thirds of the directors still in office who
were directors at the beginning of the period; (c) approval by the
shareholders of the Company of liquidation of the Company or any
sale or disposition, or series of related sales or dispositions, of
50% or more of the assets or earning power of the Company; or
(d) approval by the shareholders of the Company and
consummation of any merger or consolidation or statutory share
exchange to which the Company is a party as a result of which the
persons who were shareholders of the Company immediately prior to
the effective date of the merger or consolidation or statutory
share exchange shall have beneficial ownership of less than 50% of
the combined voting power in the election of directors of the
surviving corporation following the effective date of such merger
or consolidation or statutory share exchange. A "Change in Control"
shall not include any reduction in ownership of an affiliate of the
Company so long as the entity continues to meet the definitions of
those terms as contained in this Section.
2.
Termination Prior to or Following Change in Control
(a) If
any of the events described in Section 1 hereof constituting a
Change in Control of the Company shall have occurred and the
Executive's employment is terminated by the Company within the
period commencing 90 days prior to, and ending two years following,
such Change in Control, ("Applicable Period"), the Executive shall
be entitled to the benefits described in Section 2(c) hereof (the
"Severance Benefits"). Provided, that the Executive shall not be
entitled to the Severance Benefits if his employment is terminated
under the following circumstances:
(i) Termination
by reason of the Executive's death;
(ii) Termination
by reason of the Executive's disability; for the purposes of this
Agreement, "disability" shall be defined as the Executive's
inability by reason of illness or other physical or mental
disability to perform the principal duties required by the position
held by the Executive at the inception of such illness or
disability for any consecutive 180-day period. A determination of
"disability" shall be subject to the certification of a qualified
medical doctor agreed to by the Company and the Executive or, in
the Executive's incapacity to designate a doctor, the Executive's
legal representative. If the Company and the Executive cannot agree
on the designation of a doctor, each party shall nominate a
qualified medical doctor and the two doctors shall select a third
doctor; the third doctor shall make the determination as to
"disability"; or
(iii) Termination
by the Company for "Cause". For purposes of this Agreement, "Cause"
shall mean (A) failure of the Executive to adequately perform
his duties assigned by the Board; (B) any act or acts of gross
dishonesty or gross misconduct
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