EXHIBIT 10.24
TERMINATION BENEFITS AGREEMENT
THIS AGREEMENT, dated as of the ____ day of August, 2005, is by
and between Jack Henry & Associates, Inc., a Delaware corporation
(hereinafter referred to as the
"Company"), and ____________________________
(hereinafter the "Executive").
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. 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. 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.
C. 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.
D. 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, to negotiate and
structure the
transaction, and to take such
other actions as the Board might
determine to be necessary or appropriate.
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
35% 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, 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.
2.
Termination
Following Change in
Control. If
any of the events
described in Section 1 hereof constituting a Change in Control of the
Company shall have occurred, the
Executive shall be paid an amount equal to
two (2) times his Annual Base
Salary (as defined below) upon any termination
by the Company or its successor of the Executive's employment
with the
Company or its successor within
the initial twelve months, or shall be paid
an amount equal to one (1) time
his Annual Base Salary upon any termination
by the Company or its successor of the Executive's employment
with the
Company or its successor within
the second twelve months following a Change
in Control, which amounts shall be paid upon any termination except the
following:
(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 90-day period.
A determination of
"disability" shall be subject
to the certification of a
qualified medical doct
