This SEVERANCE AGREEMENT (this Agreement), by and between ACI Worldwide, Inc., a Delaware corporation (the Company), and Odilon Almeida (Executive) is effective as of the date set forth on the signature page.
WHEREAS, the Company agrees to provide Executive with certain benefits if Executives employment is terminated by the Company without Cause or by Executive for Good Reason within two years after the commencement of Executives employment on March 9, 2020;
WHEREAS, Executive and the Company have entered into a Change In Control Employment Agreement of even date herewith (the CIC Agreement); and
WHEREAS, the CIC Agreement contains certain defined terms that will have the same meaning in this Agreement, including without limitation, Cause, Good Reason, Company Business, and Restricted Territory.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
Section 1. Certain Definitions. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed to them in the CIC Agreement. Without limiting the foregoing, for purposes of this Agreement Good Reason shall also include a refusal by the Company to nominate Executive for election as a director.
Section 2. Obligations of the Company upon Termination without Cause or by Executive for Good Reason.
(a) If the Company terminates Executives employment other than for Cause, Death or Disability, or Executive terminates his employment for Good Reason, in each case prior to March 9, 2022, Executive will be entitled to receive the following benefits:
(1) the Company will pay to Executive, in a lump sum in cash within 60 calendar days after the Date of Termination, the aggregate of the following amounts:
(A) the sum of (i) Executives Annual Base Salary through the Date of Termination to the extent not theretofore paid and (ii) any accrued vacation pay to the extent not theretofore paid; and
(B) the amount equal to the product of (i) 1.5 and (ii) the sum of (x) Executives Annual Base Salary and (y) the Target Annual Bonus;
(2) for 18 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy (the Benefit Continuation Period), the Company will continue benefits to Executive and/or Executives family at least equal to, and at the same after-tax cost to Executive and/or Executives family, as those that would have been provided to them in accordance with the plans, programs, practices and policies in effect at the Date of Termination; provided, however, that, the medical, dental, prescription drug and vision benefits provided during the Benefit Continuation Period will be