UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Emerging growth company
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| 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) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ACI WORLDWIDE, INC. (Registrant) | ||||||
| Date: April 19, 2022 | By: | /s/ Dennis P. Byrnes | ||||
| Dennis P. Byrnes | ||||||
| Executive Vice President and General Counsel | ||||||