TRANSACTION SYSTEMS ARCHITECTS, INC.
STOCK OPTION AGREEMENT
ACI HOLDING, INC.
1994 STOCK OPTION PLAN
TABLE OF CONTENTS
PAGE
1. GRANT OF OPTION..........................................................................................1
2. TERMS OF PLAN............................................................................................1
3. PRICE....................................................................................................2
4. EXERCISE OF OPTION.......................................................................................2
4.1 Time of Exercise of Option......................................................................2
4.2 Termination of Option...........................................................................2
4.3 Limitations on Exercise of Option...............................................................3
4.4 Method of Exercise of Option....................................................................3
4.5 Parachute Limitations...........................................................................3
5. TRANSFERABILITY..........................................................................................4
5.1 Transferability of Options......................................................................4
6. RIGHTS AS STOCKHOLDERS...................................................................................4
7. WITHHOLDING OF TAXES.....................................................................................4
8. DISCLAIMER OF RIGHTS.....................................................................................5
9. INTERPRETATION OF THIS OPTION AGREEMENT..................................................................5
10. GOVERNING LAW............................................................................................5
11. BINDING EFFECT...........................................................................................5
12. NOTICE...................................................................................................5
13. ENTIRE AGREEMENT.........................................................................................6
SIGNATURE PAGE (TO BE COMPLETED AND RETURNED)............................................................7
TRANSACTION SYSTEMS ARCHITECTS, INC.
STOCK OPTION AGREEMENT
ACI HOLDING, INC. 1994 STOCK OPTION PLAN
This
Stock Option Agreement (the "Option Agreement") is made as of
< < DATE > >, by and between Transaction Systems Architects, Inc. (TSA) a
Delaware corporation (the "Corporation") and < < NAME1 > >, an employee of the
Corporation or its subsidiaries (the "Optionee").
WHEREAS, the Board of Directors of the Corporation has duly adopted and
approved the 1994 Stock Option Plan (the "Plan"), which Plan authorizes the
Corporation to grant to eligible individuals options for the purchase of shares
of the Corporation's Class A Common Stock (the "Stock"); and
WHEREAS, the Corporation has determined that it is desirable and in its
best interests to grant the Optionee, pursuant to the Plan, 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 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 the Plan and in this
Agreement, < < NUMBER > > shares of Class A Common Stock. The date of grant of
this Option is < < DATE > >.
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 is attached).
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 part of this Option Agreement, without regard to whether such terms and
conditions (including, for example, provisions relating to exercise or
termination of the Option following the Optionee's termination of employment,
disability, death or retirement or certain changes
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in capitalization of the Corporation) are not 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.
3. PRICE
The purchase price (the "Option Price" or "Xxxxx Xxxxx") for the shares
of Stock subject to the Option granted by this Option Agreement is
$< < PRICE > >per share.
4. EXERCISE OF OPTION
Except as otherwise provided herein, and subject to the provisions of
the Plan (including restrictions on the transferability of the Option and
special provisions relating to exercise or termination of the Option following
the Optionee's termination of employment, disability, death or retirement or
certain changes in capitalization of the Corporation), the Option granted
pursuant to this Option Agreement shall be subject to exercise as follows:
4.1 TIME OF EXERCISE OF OPTION
The Optionee may exercise the Option (subject to the
limitations on exercise set forth in this Agreement and in the Plan), in
installments as follows: on the last day of each month following the date of
grant of the Option, as set forth in Section 1 above, the Option shall be
exercisable in respect of 1/48th of the number of shares specified in Section 1
above. The foregoing installments, to the extent not exercised, shall accumulate
and be exercisable, in whole or in part, at any time and from time to time,
after becoming exercisable and prior to the termination of the Option; PROVIDED,
that no single exercise of the Option shall be for less than 100 shares, unless
the number of shares purchased is the total number at the time available for
purchase under this Option.
4.2 TERMINATION OF OPTION
The Option shall terminate upon the earlier of the expiration
of a period of (i) ten years from the date of grant of the Option, as set forth
in Section 1 above, or (ii) thirty days from the date of the Optionee's
termination of employment with the Corporation or a subsidiary; PROVIDED,
HOWEVER, that if such termination of employment falls within the scope of one of
the provisions of the Plan providing for an extended exercise period in excess
of thirty days, the Option shall terminate upon the expiration of the extended
period, as specified in such provision, after the Optionee's termination of
employment with the Corporation or a subsidiary within which the Option is
exercisable.
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4.3 LIMITATIONS ON EXERCISE OF OPTION
Notwithstanding the foregoing Subsections, in no event may the
Option be exercised, in whole or in part, after ten years following the date
upon which the Option is granted, as set forth in Section 4.2 above, or after
the occurrence of an event which results in termination of the Option under the
Plan. In no event may the Option be exercised for a fractional share.
4.4 METHOD OF EXERCISE OF OPTION
Subject to the terms and conditions of this Option Agreement,
the Option may be exercised by delivering written notice of exercise to the
Corporation, at its principal office, addressed to the attention of TSA's Stock
Plan Administrator, 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 Option Price of the shares for which the Option is being exercised. Payment
of the Option Price for the shares of Stock purchased pursuant to the exercise
of the Option shall be made either in cash or by 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. An attempt to exercise the Option granted
hereunder other than as set forth above shall be invalid and of no force and
effect. 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.
4.5 PARACHUTE LIMITATIONS
Notwithstanding any other provision of this Option Agreement
or the Plan or any other agreement, contract or understanding heretofore or
hereafter entered into by the Optionee with the Corporation (or any subsidiary
or affiliate thereof), except an agreement, contract or understanding hereafter
entered into that expressly modifies or excludes application of this Subsection
(the "Other Agreements"), and notwithstanding any formal or informal plan or
other arrangements heretofore or hereafter adopted by the Corporation (or any
such subsidiary or affiliate) for the direct or indirect compensation of the
Optionee (including groups or classes of participants or beneficiaries of which
the Optionee is a member), whether or not such compensation is deferred, is in
cash, or is in the form of a benefit to or for the Optionee (an "Other Benefit
Plan"), the Optionee shall not have any right to exercise an Option or receive
any payment or other benefit under this Option Agreement, any Other Agreement,
or any Other Benefit Plan if such right to exercise, payment or benefit, taking
into account all other rights, payments or benefits to or for the Optionee under
this Option
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Agreement, all Other Agreements and all Other Benefit Plans, would cause any
right, payment or benefit to the Optionee under this Option Agreement to be
considered a "parachute payment" within the meaning of Section 280G(b)(2) of the
Internal Revenue Code as then in effect (a "Parachute Payment"). In the event
that the receipt of any such right to exercise or any other payment or benefit
under this Option Agreement, any Other Agreement or any Other Benefit Plan would
cause the Optionee to be considered to have received a Parachute Payment under
this Agreement, then the Optionee shall have the right, in the Optionee's sole
discretion, to designate those rights, payments or benefits under this Option
Agreement, any Other Agreements, and/or any Other Benefit Plans, which should be
reduced or eliminated so as to avoid having the right, payment or benefit to the
Optionee under this Option Agreement be deemed to be a Parachute Payment.
5. TRANSFERABILITY
5.1 TRANSFERABILITY OF OPTIONS
During the lifetime of an Optionee, only such Optionee (or, in
the event of legal incapacity or incompetency, the Optionee's guardian or legal
representative) may exercise the Option. No Option shall be assignable or
transferable by the Optionee to whom it is granted, other than by will or the
laws of descent and distribution.
6. RIGHTS AS STOCKHOLDER
Neither the Optionee nor any executor, administrator, distributee or
legatee of the Optionee's estate shall be, or have any of the rights or
privileges of, a stockholder of the Corporation in respect of any shares of
Stock issuable hereunder unless and until such shares have been fully paid and
certificates representing such shares have been endorsed, transferred and
delivered, and the name of the Optionee (or of such personal representative,
administrator, distributee or legatee of the Optionee's estate) has been entered
as the stockholder or record on the books of the Corporation.
7. WITHHOLDING OF TAXES
The parties hereto recognize that the Corporation or a subsidiary may
be obligated to withhold federal and local income taxes and Social Security
taxes to the extent that the Optionee realizes ordinary income in connection
with the exercise of the Option or in connection with a disposition of any
shares of Stock acquired by exercise of the Option. The Optionee agrees that the
Corporation or a subsidiary may withhold amounts needed to cover such taxes from
payments otherwise due and owing to the Optionee, and also agrees that upon
demand the Optionee will promptly pay to the
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Corporation or a subsidiary having such obligation any additional amounts as may
be necessary to satisfy such withholding tax obligation. Such payment shall be
made in cash or by check payable to the order of the Corporation or a
subsidiary.
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8. DISCLAIMER OF RIGHTS
No provision in this Option Agreement shall be construed to confer upon
the Optionee the right to be employed by the Corporation or any subsidiary, or
to interfere in any way with the right and authority of the Corporation or any
subsidiary either or increase or decrease the compensation of the Optionee at
any time, or to terminate any employment or other relationship between the
Optionee and the Corporation or any subsidiary.
9. INTERPRETATION OF THIS OPTION AGREEMENT
THIS OPTION SHALL NOT CONSTITUTE AN INCENTIVE STOCK OPTION WITHIN THE
MEANING OF SECTION 422 OF THE CODE. All decisions and interpretations made by
the Board or the Stock Option Committee thereof with regard to any question
arising under the Plan or this Option Agreement shall be binding and conclusive
on the Corporation and the Optionee and any other person entitled to exercise
the Option as provided for herein.
10. GOVERNING LAW
This Option Agreement shall be governed by the laws of the State of
Delaware (but not including the choice of law rules thereof).
11. BINDING EFFECT
Subject to all restrictions provided for in this Option Agreement, the
Plan, and by applicable law relating to assignment and transfer of this Option
Agreement and the option provided for herein, this Option Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, executors, administrators, successors and assigns.
12. NOTICE
Any notice hereunder by the Optionee to the Corporation shall be in
writing and shall be deemed duly given if mailed or delivered to the Corporation
at its principal office, addressed to the attention of the President or if so
mailed or delivered to such other address as the Corporation may hereafter
designate by notice to the Optionee. Any notice hereunder by the Corporation to
the Optionee shall be in writing and shall be deemed duly given if mailed or
delivered to the Optionee at the address specified below
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by the Optionee for such purpose, or if so mailed or delivered to such other
address as the Optionee may hereafter designate by written notice given to the
Corporation.
13. ENTIRE AGREEMENT
This Option Agreement and the Plan together constitute the entire
agreement and supersede all prior understandings and agreements, written or
oral, of the parties hereto with respect to the subject matter hereof. Neither
this Option Agreement nor any term hereof may be amended, waived, discharged or
terminated except by a written instrument signed by the Corporation and the
Optionee; PROVIDED, HOWEVER, that the Corporation unilaterally may waive any
provision hereof in writing to the extent that such waiver does not adversely
affect the interests of the Optionee hereunder, but no such waiver shall operate
as or be construed to be a subsequent waiver of the same provision or a waiver
of any other provision hereof.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Option
Agreement, or caused this Option Agreement to be duly executed on their behalf,
as of the day and year first above written.
TRANSACTION SYSTEMS ARCHITECTS, INC. OPTIONEE:
By: By:
------------------------------- ----------------------------------
Xxxxxxx X. Xxxxxx < < NAME2 > >
ADDRESS FOR NOTICE TO OPTIONEE:
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Number Street Apt.
------------------------------------
City State Zip Code
------------------------------------
Social Security Number Hire Date
DESIGNATED BENEFICIARY:
------------------------------------
Please Print Last Name, First Name MI
------------------------------------
Beneficiary's Street Address
------------------------------------
City State Zip Code
------------------------------------
Beneficiary's Social Security Number
I understand that in the event of my death, the above named beneficiary will
have control of any unexercised options remaining in my account at that time. If
no beneficiary is designated or if the named beneficiary does not survive me,
the options will become part of my estate. This beneficiary designation does NOT
apply to stock acquired by the exercise of options prior to my death.
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SIGNATURE DATE
1994 STOCK OPTION PLAN
< < NUMBER > >Options $< < PRICE > >/Share Exercise Price < < DATE > >
Grant Date ACI
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