PERFORMANCE SHARE AWARD AGREEMENT
THIS PERFORMANCE SHARE AWARD AGREEMENT (this Agreement) is made as of the date set forth in Schedule A hereto (the Grant Date) by and between ACI Worldwide, Inc., a Delaware corporation (the Corporation) and the individual identified in Schedule A hereto, an employee of the Corporation or its Subsidiaries (the Grantee). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the ACI Worldwide, Inc. 2016 Equity and Performance Incentive Plan (the Plan).
WHEREAS, the Board has duly adopted, and the stockholders of the Corporation have approved, the Plan, which authorizes the Corporation to grant to eligible individuals performance shares, each such performance share being equal in value to one share of the Corporations common stock, par value of $0.005 per share (the Common Shares); and
WHEREAS, the Board has determined that it is desirable and in the best interests of the Corporation and its stockholders to approve a long-term incentive program and, in connection therewith, to grant the Grantee a certain number of performance shares, in order to provide the Grantee with an incentive to advance the interests of the Corporation, all according to the terms and conditions set forth herein and in the Plan.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto do hereby agree as follows:
1. Grant of Performance Shares.
(a) Subject to the terms of the Plan, the Corporation hereby grants to the Grantee the number of performance shares (the Performance Shares) set forth in Schedule A, payment of which depends on the Corporations performance as set forth in this Agreement and in the Statement of Performance Goals attached hereto and incorporated herein by this reference (the Statement of Performance Goals) approved by the Compensation Committee of the Board (the Committee). The Performance Shares are not intended to be a Qualified Performance-Based Award.
(b) The Grantees right to receive all or any portion of the Performance Shares will be contingent upon the achievement of certain management objectives (the Management Objectives), as set forth in the Statement of Performance Goals. The achievement of the Management Objectives will be measured during the performance period set forth on the Statement of Performance Goals.
(c) The Management Objectives for the Performance Period will be as set forth on the Statement of Performance Goals.
2. Earning of Performance Shares.
(a) Earning Calculation. If, upon the conclusion of the Performance Period, the applicable Management Objective equals or exceeds the threshold level set forth in the performance matrix contained in the Statement of Performance Goals (the Performance Matrix), a proportionate number of the Performance Shares shall become earned for the applicable Management Objective, as determined by mathematical interpolation and rounded down to the nearest whole share.