INDEMNIFICATION AGREEMENT
Exhibit 10.10
This Indemnification Agreement (this “Agreement”) is made as of the date set forth on
the signature page of this Agreement by and between ACI Worldwide, Inc. (formerly known as
Transaction Systems Architects, Inc.), a Delaware corporation (the “Company”), and the
person whose name appears on the signature page of this Agreement (“Indemnitee”). The
Company and Indemnitee are referred to collectively in this Agreement as the “Parties.”
A. The Company and Indemnitee recognize the significant increases in the cost of liability
insurance for directors, officers, employees, agents and fiduciaries.
B. The Company and Indemnitee further recognize the substantial increase in corporate
litigation in general, subjecting directors, officers, employees, agents and fiduciaries to
expensive litigation risks at the same time as the availability and coverage of liability insurance
has been severely limited.
C. Indemnitee does not regard the current protection available as adequate under the present
circumstances, and Indemnitee and other directors, officers, employees, agents and fiduciaries of
the Company may not be willing to continue to serve in such capacities without additional
protection.
D. The Company desires to attract and retain the services of highly qualified individuals,
such as Indemnitee, to serve the Company and, in part, in order to induce Indemnitee to continue to
provide services to the Company, wishes to provide for the indemnification and advancing of
expenses to Indemnitee to the maximum extent permitted by law.
E. In view of the considerations set forth above, the Company desires that Indemnitee be
indemnified by the Company as set forth in this Agreement.
The Parties, intending to be legally bound, agree as follows:
1. Definitions and Construction of Certain Phrases.
1.1 Definitions.
“Agreement” has the meaning provided in the introductory paragraph to this Agreement.
“Bylaws” means the Amended and Restated Bylaws of the Company, as amended.
“Certificate of Incorporation” means the Amended and Restated Certificate of
Incorporation of the Company, as amended.
“Claim” has the meaning provided in Section 2.1.
“Company” has the meaning provided in the introductory paragraph to this Agreement.
“Disinterested Director” means a member of the Board of Directors of the Company who
is not and was not a party to the particular Claim for which Indemnitee is seeking indemnification.
“Expense Advance” has the meaning provided in Section 2.2.
“Expenses” has the meaning provided in Section 2.1
“Indemnifiable Event” has the meaning provided in Section 2.1.
“Indemnitee” has the meaning provided in the introductory paragraph to this Agreement.
“Independent Legal Counsel” means an attorney or firm of attorneys, selected in
accordance with the provisions of Section 2.2 or Section 2.3, who shall not have otherwise
performed services for the Company or Indemnitee within the last three years (other than with
respect to matters concerning the rights of Indemnitee under this Agreement, or of other
indemnitees under similar indemnity agreements).
“Parties” has the meaning provided in the introductory paragraph to this Agreement.
“Voting Securities” means any securities of the Company that vote generally in the
election of directors.
1.2 Construction of Certain Phrases. For the purposes of this Agreement, the following
terms and phrases have the meaning and construction set forth as follows:
“Company”, as defined in Section 1.1, shall also include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees, agents or fiduciaries, so that if
Indemnitee is or was a director, officer, employee, agent or fiduciary of such constituent
corporation, or is or was serving at the request of such constituent corporation as a director,
officer, employee, agent or fiduciary of another corporation, partnership, joint venture, employee
benefit plan, trust or other enterprise, Indemnitee shall stand in the same position under the
provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee
would have with respect to such constituent corporation if its separate existence had continued.
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“Change in Control” shall be deemed to have occurred if (a) any “person” (as such term
is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than
a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a
corporation or other entity owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company
becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing more than 20% of the total voting power
represented by the Company’s then outstanding Voting Securities, (b) during any period of two
consecutive years, individuals who at the beginning of such period constitute the Board of
Directors of the Company and any new director whose election by the Board of Directors or
nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds
of the directors then still in office who either were directors at the beginning of the period or
whose election or nomination for election was previously so approved, cease for any reason to
constitute a majority thereof, or (c) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation other than a merger or consolidation which
would result in the Voting Securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted into Voting
Securities of the surviving entity) at least 80% of the total voting power represented by the
Voting Securities of the Company or such surviving entity outstanding immediately after such merger
or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of (in one transaction or a
series of transactions) all or substantially all of the Company’s assets.
“DGCL” shall mean the General Corporation Law of the State of Delaware and any
successor statute as amended from time to time.
“fines” shall include any excise taxes assessed on Indemnitee with respect to an
employee benefit plan.
“other enterprises” shall include employee benefit plans.
“serving at the request of the Company” shall include any service as a director,
officer, employee, agent or fiduciary of the Company or any subsidiary thereof or in any position
which imposes duties on, or involves services by, such director, officer, employee, agent or
fiduciary with respect to an employee benefit plan, its participants or its beneficiaries.
2. Indemnification.
2.1 Indemnification; Expense Advancement
(a) The Company shall indemnify, and advance Expenses to, Indemnitee to the fullest extent
permitted by law if Indemnitee was or is or becomes a party to or witness or other participant in,
or is threatened to be made a party to or witness or other participant in, any threatened, pending
or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing,
inquiry or investigation (“Proceeding”) that Indemnitee in good faith believes might lead
to the institution of any such Proceeding or alternative dispute resolution mechanism, whether
civil, criminal, administrative, investigative or other (hereinafter a “Claim”) by reason
of (or arising in part out of) any event or occurrence related to the fact that Indemnitee is or
was a director, officer, employee, agent or fiduciary of the Company, or any subsidiary of the
Company, or is or was serving at the request of the Company as a director, officer, employee, agent
or fiduciary of another corporation, partnership, joint venture,
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trust or other enterprise, or by reason of any action or inaction on the part of Indemnitee while serving in such capacity
(each, an “Indemnifiable Event”) against any and all expenses (including attorneys’ fees
and all other costs (including costs of supercedes and other appeal bonds), expenses and
obligations incurred in connection with investigating, defending, being a witness in or
participating in (including on appeal), or preparing to defend, be a witness in or participate in,
any Proceeding, judgments, fines, penalties and amounts paid in settlement (if such settlement is
approved in advance by the Company, which approval shall not be unreasonably withheld) of such
Claim (collectively, “Expenses”), including all interest, assessments and other charges
paid or payable in connection with or in respect of such Expenses.
(b) In the event the Indemnifiable Event is a Proceeding by or in the right of the Company to
procure a judgment in its favor, no indemnification for Expenses shall be made under this Section
2.1 in respect of any Claim as to which Indemnitee shall have been adjudged by a court in a final
determination from which there is no appeal to be liable to the Company, unless and only to the
extent that any court in which the Proceeding was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee
is fairly and reasonably entitled to indemnification.
2.2 Change in Control. The Company agrees that if there is a Change in Control of the
Company then, with respect to all matters thereafter arising concerning Indemnitee’s entitlement to
indemnifications or the rights of Indemnitee to payments of Expenses and Expense Advances under
this Agreement or any other agreement or under the Certificate of Incorporation or Bylaws as now or
hereafter in effect, Independent Legal Counsel shall be selected by Indemnitee and shall make such
determination by written opinion to the Company and Indemnitee. The Company agrees to pay the
reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify such
counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages
arising out of or relating to this Agreement or its engagement pursuant hereto.
2.3 Mandatory Payment of Expenses. Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee has been successful on the merits or otherwise, including,
without limitation, the dismissal of an action without prejudice, in defense of any Proceeding, or
in the defense of any Claim, issue or matter therein, Indemnitee shall be indemnified against all
Expenses incurred by Indemnitee in connection therewith.
3. Advancement of Expenses; Indemnification Procedures, Prescriptions and Remedies.
3.1 Advancement of Expenses. The Company shall advance all Expenses incurred by or on
behalf of Indemnitee in connection with any Proceeding, whether brought by or in the right of the
Company or otherwise, in advance of any determination with respect to entitlement to
indemnification hereunder within 5 business days after receipt by the Company of a written request
from Indemnitee requesting such payment or payments from time to time, whether before or after
final disposition of such Proceeding. Such request shall reasonably evidence the Expenses so
incurred. Indemnitee hereby undertakes and agrees that he will reimburse and repay the Company for
any Expenses so advanced if, and to the extent that, it shall ultimately be
determined (in a final adjudication by a court from which there is no further right of appeal)
that Indemnitee is not entitled to be indemnified by the Company against such Expenses. Advances
shall be made without regard to Indemnitee’s ultimate entitlement to indemnification under the
other provisions of this Agreement.
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3.2 Notice. Indemnitee shall[, as a condition precedent to Indemnitee’s right to be
indemnified under this Agreement, give the Company notice in writing as soon as practicable of any
Claim made in writing against Indemnitee for which indemnification will or could be sought under
this Agreement. Notice to the Company shall be directed to the Chief Executive Officer of the
Company at the address shown on the signature page of this Agreement.
3.3 Request by Indemnitee. To obtain indemnification under this Agreement, Indemnitee
shall submit to the Company a written request, including therein or therewith such documentation
and information as is reasonably available to Indemnitee and is reasonably necessary to determine
whether and to what extent Indemnitee is entitled to indemnification. The Secretary or an
Assistant Secretary of the Company shall then promptly advise the members of the Board in writing
that Indemnitee has requested indemnification. Upon the Company’s receipt of such request, a
determination, if required by applicable law, with respect to Indemnitee’s entitlement to
indemnification, shall forthwith be made in accordance with Section 145(d) of the DGCL.
3.4 Presumptions; Burden of Proof. The termination of any Claim by judgment, order,
settlement (whether with or without court approval) or conviction, or upon a plea of nolo
contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any
particular standard of conduct or have any particular belief or that a court has determined that
indemnification is not permitted by applicable law. In addition, the failure of persons empowered
or selected to make a determination hereunder to have made a determination as to whether Indemnitee
has met the standard of conduct set forth in subsections (a) or (b) of Section 145 of the DGCL or
an actual determination by such persons that Indemnitee has not met such standard of conduct, prior
to the commencement of legal Proceedings by Indemnitee to secure a judicial determination that
Indemnitee should be indemnified under applicable law, shall not be a defense to Indemnitee’s claim
or create a presumption that Indemnitee has not met such standard of conduct. Indemnitee shall be
presumed to be entitled to indemnification and Expense advancement under this Agreement and the
burden of proof shall be on the Company to establish that Indemnitee is not so entitled by clear
and convincing evidence.
3.5 Failure to Make Timely Determination. If the person or persons empowered or
selected to determine whether Indemnitee is entitled to indemnification shall not have made a
determination within 60 days after receipt by the Company of Indemnitee’s request for
indemnification, the requisite determination of entitlement to indemnification shall be deemed to
have been made and Indemnitee shall be entitled to such indemnification, absent (i) a knowing
misstatement by Indemnitee of a material fact, or knowing omission of a material fact necessary to
make Indemnitee’s statement not materially misleading, in connection with Indemnitee’s request for
indemnification, or (ii) a prohibition of such indemnification under applicable law; provided,
however, that such 60-day period may be extended for a reasonable time, not to exceed an additional
30 days, if the person making the determination with respect to entitlement to
indemnification in good faith requires such additional time for the obtaining or evaluating of
documentation and/or information relating to such determination; provided further, that the 60-day
limitation set forth in this Section shall not apply and such period shall be extended as necessary
(i) if within 30 days after receipt by the Company of Indemnitee’s request for indemnification
Indemnitee and the Company have agreed, and the Board has resolved, to submit such determination to
the stockholders of the Company for their consideration at a meeting of stockholders to be held
within 90 days after such agreement and such determination is made thereat.
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3.6 Adverse Determination; Failure to Pay. If (a) a determination is made that
Indemnitee is not entitled to indemnification under this Agreement, (b) there has been any failure
by the Company to make timely payment or advancement of any amounts due hereunder, Indemnitee shall
be entitled to commence an action seeking an adjudication in the Court of his entitlement to such
indemnification or advancement of Expenses. The Company shall not oppose Indemnitee’s right to
seek any such adjudication.
3.7 Adverse Determination Not to Affect any Judicial Proceeding. If a determination
shall have been that Indemnitee is not entitled to indemnification under this Agreement, any
judicial proceeding commenced thereafter shall be conducted in all respects as a de novo trial on
the merits, and Indemnitee shall not be prejudiced by reason of such initial adverse determination.
3.8 Company Bound by Determination Favorable to Indemnitee. If a determination shall
have been made or deemed to have been made that Indemnitee is entitled to indemnification, the
Company shall be irrevocably bound by such determination in any judicial proceeding commenced
thereafter and shall be precluded from asserting that such determination has not been made or that
the procedure by which such determination was made is not valid, binding and enforceable, in each
such case absent (a) a knowing misstatement by Indemnitee of a material fact, or a knowing omission
of a material fact necessary to make a statement by Indemnitee not materially misleading, in
connection with Indemnitee’s request for indemnification or (b) a prohibition of such
indemnification under applicable law.
3.9 Company Bound by the Agreement. The Company shall be precluded from asserting in
any judicial proceeding commenced pursuant to this Agreement that the procedures and presumptions
of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that
the Company is bound by all the provisions of this Agreement.
3.10 Notice to Insurers. If, at the time of the receipt by the Company of a notice of
a Claim pursuant to Section 3.2, the Company has liability insurance in effect which may cover such
Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in
accordance with the procedures set forth in the respective policies. The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all
amounts payable as a result of such action, suit, Proceeding, inquiry or investigation in
accordance with the terms of such policies.
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3.11 Selection of Counsel. In the event the Company shall be obligated hereunder to
pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim
with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the
delivery to Indemnitee of written notice of its election to do so. Thereafter the Company will not
be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by
Indemnitee with respect to the same Claim; provided that, (a) Indemnitee shall have the right to
employ Indemnitee’s counsel in any such Claim at Indemnitee expense and (b) if (i) the employment
of separate counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee
shall have reasonably concluded that there is a conflict of interest between the Company and
Indemnitee in the conduct of any such defense, or (iii) the Company shall not continue to retain
such counsel to defend such Claim, then the fees and expenses of Indemnitee counsel shall be at the
expense of the Company. The Company shall have the right to conduct such defense as it sees fit in
its sole discretion, including the right to settle any Claim, against Indemnitee without the
consent of the Indemnitee, provided the Company then agrees that such Claim will be indemnified
under this Agreement.
4. Additional Indemnification Rights; Nonexclusivity.
4.1 Scope. The Company hereby agrees to indemnify, and advance Expenses to,
Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not
specifically authorized by the other provisions of this Agreement, the Certificate of
Incorporation, the Bylaws or by statute. In the event of any change after the date of this
Agreement in any applicable law, statute or rule which expands the right of a Delaware corporation
to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary, it is
the intent of the Parties that Indemnitee shall enjoy by this Agreement the greater benefits
afforded by such change. For avoidance of doubt, the rights set forth in this Agreement shall be
deemed to have vested as of the date on which Indemnitee first became a director or officer of the
Company. Accordingly, in the event of any change in any applicable statute or other law governing
the Company (a “Change in Law”), or any provision of the Certificate of Incorporation or Bylaws of
the Company, which in any such instance narrows or otherwise adversely affects the right of a
Delaware corporation or the Company to indemnify a member of its Board of Directors or an officer,
employee, agent or fiduciary, such change shall have no effect on this Agreement or the Parties’
relative rights and obligations hereunder, except and only to the extent that a Change in Law by
its terms is required to be applied retroactively to agreements such as this Agreement.
4.2 Nonexclusivity. The indemnification provided by this Agreement shall be in
addition to any rights to which Indemnitee may be entitled under the Certificate of Incorporation,
the Bylaws, any agreement, resolution of the Board, any vote of stockholders or disinterested
directors, the DGCL or otherwise. The indemnification provided under this Agreement shall continue
as to Indemnitee for any action Indemnitee took or did not take while serving in an indemnified
capacity even though Indemnitee may have ceased to serve in such capacity.
5. No Duplication of Payments. The Company shall not be liable under this Agreement to make any
payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise
actually received payment (under any insurance policy, Certificate of
Incorporation, Bylaw or otherwise) of the amounts otherwise indemnifiable under this Agreement.
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6. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to
indemnification by the Company for some or a portion of Expenses incurred in connection with any
Claim, but not, however, for all of the total amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.
7. Mutual Acknowledgement. Indemnitee understands and acknowledges that the Company has undertaken
or may be required in the future to undertake with the Securities and Exchange Commission to submit
the question of indemnification to a court in certain circumstances for a determination of the
Company’s right under public policy to indemnify Indemnitee.
8. Liability Insurance. To the extent the Company maintains liability insurance applicable to
directors, officers, employees, agents or fiduciaries, Indemnitee shall be covered by such policies
in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most
favorably insured of the Company’s directors, if Indemnitee is a director; or of the Company’s
officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s key
employees, agents or fiduciaries, if Indemnitee is not an officer or director but is a key
employee, agent or fiduciary.
9. Exceptions. Any other provision in this Agreement to the contrary notwithstanding, the Company
shall not be obligated pursuant to the terms of this Agreement:
9.1 Claims Initiated by Indemnitee. To indemnify or advance Expenses to Indemnitee
with respect to Claims initiated or brought voluntarily by Indemnitee except (a) claims brought by
way of defense, including without limitation, by way of counterclaim, crossclaim, impleader, or
third party claim, (b) with respect to actions or Proceedings brought to establish or enforce a
right to indemnification or advancement of Expenses under this Agreement or any other agreement or
insurance policy or under the Certificate of Incorporation or Bylaws now or hereafter in effect,
(c) in specific cases if the Board of Directors has approved the initiation or bringing of such
Claim, or (d) as otherwise required under Section 145 of the DGCL, regardless of whether Indemnitee
ultimately is determined to be entitled to such indemnification, advance expense payment or
insurance recovery, as the case may be;
9.2 Litigation Brought with Lack of Good Faith. To indemnify Indemnitee for any
Expenses incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to enforce
or interpret this Agreement, if a court of competent jurisdiction in a final determination from
which there is no appeal determines that each of the material assertions made by Indemnitee in such
Proceeding was not made in good faith or was frivolous; or
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9.3 Claims Under Section 16(b). To indemnify Indemnitee for amounts paid to the
Company as profits arising from the purchase and sale by Indemnitee of securities in violation of
Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor
statute; provided, Indemnitee shall be advanced Expenses in connection with any Proceeding
involving such Claim (i) in which the Company reasonably determines that a violation of Section
16(b) did not occur, or (ii) brought on behalf of the Company by a qualified shareholder if the
Company declines to institute a Proceeding within 60 days after a demand therefor.
10. Period of Limitations. No legal action shall be brought and no cause of action shall be
asserted by or in the right of the Company against Indemnitee, Indemnitee’s estate, spouse, heirs,
executors or personal or legal representatives after the expiration of two years from the date of
accrual of such cause of action, and any claim or cause of action of the Company shall be
extinguished and deemed released unless asserted by the timely filing of a legal action within such
two-year period; provided, however, that if any shorter period of limitations is otherwise
applicable to any such cause of action, such shorter period shall govern.
11. Miscellaneous.
11.1 Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall constitute an original.
11.2 Binding Effect; Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the Parties and their respective successors, assigns,
including any direct or indirect successor by purchase, merger, consolidation or otherwise to all
or substantially all of the business and/or assets of the Company, spouses, heirs, and personal and
legal representatives. The Company shall, as a condition to closing, require and cause any
successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all,
substantially all, or a substantial part, of the business and/or assets of the Company, by written
agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent that the Company would be required
to perform if no such succession had taken place. This Agreement shall continue in effect with
respect to Claims relating to Indemnifiable Events regardless of whether Indemnitee continues to
serve as a director, officer, employee, agent or fiduciary of the Company or of any other
enterprise at the Company’s request.
11.3 Attorneys’ Fees. In the event that any action is instituted by Indemnitee under
this Agreement or under any liability insurance policies maintained by the Company to enforce or
interpret any of the terms hereof or thereof, Indemnitee shall be paid all Expenses incurred by
Indemnitee with respect to such action, regardless of whether Indemnitee is ultimately successful
in such action, and shall be advanced such Expenses with respect to such action, unless, as a part
of such action, a court of competent jurisdiction over such action in a final determination from
which there is no appeal determines that each of the material assertions made by Indemnitee as a
basis for such action was not made in good faith or was frivolous. In the event of an action
instituted by or in the name of the Company under this Agreement to enforce or interpret any of the
terms of this Agreement, Indemnitee shall be paid all Expenses incurred by Indemnitee in defense of
such action (including costs and expenses incurred with respect to Indemnitee counterclaims and
cross-claims made in such action), and shall be advanced Expenses with respect to such action,
unless, as a part of such action, a court having jurisdiction over such
action in a final determination from which there is no appeal determines that each of
Indemnitee’s material defenses to such action was made in bad faith or was frivolous.
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11.4 Notice. All notices and other communications required or permitted hereunder
shall be in writing, shall be effective when given, and shall in any event be deemed to be given
(a) five days after deposit with the U.S. Postal Service or other applicable postal service, if
delivered by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one
business day after the business day of deposit with Federal Express or similar overnight courier,
freight prepaid, or (d) one day after the business day of delivery by facsimile transmission, if
delivered by facsimile transmission, with copy by first class mail, postage prepaid, and shall be
addressed if to Indemnitee, at the Indemnitee address as set forth beneath Indemnitee’s signature
to this Agreement and if to the Company at the Company’s address shown on the signature page of
this Agreement (attention: Secretary) or at such other address as such Party may designate by ten
days’ advance written notice to the other Party.
11.5 Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably
consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection
with any action or Proceeding which arises out of or relates to this Agreement and agree that any
action instituted under this Agreement shall be commenced, prosecuted and continued only in the
Court of Chancery of the State of Delaware in and for New Castle County, which shall be the
exclusive and only proper forum for adjudicating such a claim.
11.6 Severability. The provisions of this Agreement shall be severable in the event
that any of the provisions hereof (including any provision within a single section, paragraph or
sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise
unenforceable, and the remaining provisions shall remain enforceable to the fullest extent
permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement
(including, without limitation, each portion of this Agreement containing any provision held to be
invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall
be construed so as to give effect to the intent manifested by the provision held invalid, illegal
or unenforceable.
11.7 Choice of Law. This Agreement shall be governed by and its provisions construed
and enforced in accordance with the laws of the State of Delaware, as applied to contracts between
Delaware residents, entered into and to be performed entirely within the State of Delaware, without
regard to the conflict of laws principles thereof.
11.8 Subrogation. In the event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of Indemnitee who shall
execute all documents required and shall do all acts that may be necessary to secure such rights
and to enable the Company effectively to bring suit to enforce such rights.
11.9 Amendment and Termination. No amendment, modification, termination or
cancellation of this Agreement shall be effective unless it is in writing signed by both Parties.
No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provisions hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver.
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11.10. Integration and Entire Agreement. This Agreement sets forth the entire
understanding between the Parties and supersedes and merges all previous written and oral
negotiations, commitments, understandings and agreements relating to the subject matter hereof
between the Parties, except for related or applicable provisions that may be in the Certificate of
Incorporation, Bylaws, or resolutions of the Board of Directors of the Company, which shall apply
in full to the extent more favorable to Indemnitee than comparable terms and provisions contained
herein.
11.11 No Construction as Employment Agreement. Nothing contained in this Agreement
shall be construed as giving Indemnitee any right to be retained or employed by the Company or any
of its subsidiaries.
The Parties have executed and delivered this Agreement as of the
_____ day of _____, _____.
| ACI WORLDWIDE, INC. (formerly known as | ||||||||
| Transaction Systems Architects, Inc.) | ||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
| Address: | ||||||||
| Xxxxxxx, Xxxxxxxx 00000 | ||||||||
| AGREED TO AND ACCEPTED BY: | ||||||||
| Signature: | ||||||||
| Name: | ||||||||
| Address: | ||||||||
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