Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(c)
On April 15, 2022, the Company entered into a Severance Agreement (the "New
Severance Agreement") with Odilon Almeida, the Company's President and Chief
Executive Officer. The Company was previously party to a Severance Agreement,
dated March 9, 2020, with Mr. Almeida, which agreement expired by its terms on
March 8, 2022.
The New Severance Agreement has a term commencing on April 15, 2022 and ending
on April 15, 2025. While the New Severance Agreement is in effect, Mr. Almeida
will not participate in the Company's severance pay plan. During the term of the
New Severance Agreement, if the Company terminates Mr. Almeida's employment
other than for "Cause," death or "Disability," or Mr. Almeida terminates his
employment for "Good Reason," other than in circumstances covered by
Mr. Almeida's Change in Control Employment Agreement (the terms of which were
previously disclosed), Mr. Almeida will be entitled to the following benefits:
(1) a lump sum cash amount equal to 1.5 times the sum of his annual base salary
plus his target annual bonus; (2) generally, at least 18 months of continued
benefits to him and his family at the same after-tax cost to him as would have
applied prior to the termination (or certain economically equivalent benefits);
(3) pro-rata vesting of his then-outstanding restricted stock units; and
(4) pro-rata vesting of his then-outstanding performance stock units based on
actual performance for the full performance period. Pro-rata vesting of equity
awards as described above will be based on Mr. Almeida's completed months of
service during the vesting or performance period, as applicable. The separation
benefits described above are generally subject to Mr. Almeida's execution and
non-revocation of a customary release of claims in favor of the Company, as well
as his compliance with certain customary confidentiality, non-competition, and
employee and customer non-solicitation restrictive covenants. The terms "Cause,"
"Disability," and "Good Reason" have the meanings assigned thereto in
Mr. Almeida's Change in Control Employment Agreement.
The description above of New Severance Agreement does not purport to be complete
and is qualified by reference to the New Severance Agreement, which is filed as
Exhibit 10.1 to this Form 8-K and incorporated in this Item 5.02 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Severance Agreement between ACI Worldwide, Inc. and Odilon Almeida
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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