TRANSACTION SYSTEMS ARCHITECTS, INC. COMPENSATION COMMITTEE CHARTER Purpose The purpose of the Compensation Committee (the "Committee") of Transaction Systems Architects, Inc. (the "Company") shall be to:
2003 Compensation Charter: TSAI
Meetings at which compensation is determined for the Company's other officers may be attended by the CEO; however, such decisions may only be voted on by the Committee members. Reports of meeting of and actions taken at a meeting or by consent by the Committee since the most recent Board meeting shall be made by the Committee Chairman or his or her delegate to the Board at its next regularly scheduled Board meeting or action and shall be accompanied by any recommendation from the Committee to the Board. In addition, the Committee Chairman or his or her delegate shall be available to answer any questions the other directors may have regarding the matters considered and actions taken by the Committee. Committee Authority and Responsibilities The Committee shall have the following responsibilities and authority: Compensation of the CEO and Other Officers 1. Review from time to time, modify as necessary and approve (a) the Company's corporate goals and objectives relevant to executive compensation and (b) the structure of the Company's executive compensation to ensure that such structure is appropriate to achieve the Company's objectives of rewarding the Company's executive officers appropriately for their contributions to the Company's growth and profitability and the Company's other goals and objectives and linking the interests of the Company's executive officers to the long term interests of the Company's equity owners through a mix of long- and short-term incentives and features that include downside risk as well as upside potential. 2. Determine and approve, and periodically evaluate, the compensation (and performance relative to compensation) of the CEO and the other officers, as that term is defined in Section 16 of the Securities Exchange Act of 1934, as amended, and Rule 16a-1 thereunder and determine the amounts and individual elements of total compensation for such persons and consistent with the Company's corporate goals and objectives. This responsibility and authority shall apply to all newly hired officers of the Company. In determining the officers' compensation, the Committee shall consider, among other things, the: (a) Company's performance and relative stockholder return; (b) Value of similar incentive awards to officers at comparable companies; and (c) Awards given to the officers in prior years. 3. The CEO may be present during deliberations relating to compensation of all officers other than the CEO, but may not vote. 4. Approve revisions to the Company's executive salary range structure and annual salary increase guidelines, and discuss all such compensation arrangements with the CEO.
Incentive and Equity Plans and Other Employee Benefits 5. As directed under such plans, periodically evaluate the terms and administration of the Company's annual and long-term incentive plans to assure that they are structured and administered in a manner consistent with: (a) The Company's goals and objectives as to participation in such plans; (b) Target annual incentive awards; (c) Corporate financial goals; (d) Actual awards paid to the Company's officers; and (e) Total funds reserved for payment under the compensation plans. 6. As directed by such plans, periodically evaluate (and approve any proposed amendments) to existing equity-related plans and evaluate and approve the adoption of any new equity-related plans and determine when it is necessary (based on advice of counsel) or otherwise desirable to (a) amend, terminate or supplement any such plans or (b) submit such amendment or adoption to a vote of the full Board and/or the Company's stockholders. 7. As directed under such programs, periodically evaluate the Company's employee benefit programs and approve any significant changes therein and determine when it is necessary (based on advice of counsel) or otherwise desirable to submit any such changes to a vote of the Board and/or the Company's stockholders. Other 8. Prepare the Compensation Committee Report to be included in the Company's proxy statement in accordance with applicable laws, rules and regulations. 9. Have sole authority to retain (including approval of the fees and terms of engagement), oversee and terminate independent legal, accounting or other advisors, including, without limitation, compensation consultants to assist in evaluating the compensation of the CEO, other officers and directors. The Company shall provide for appropriate funding for payment of compensation to any advisors or consultants employed by the Committee. 10. Annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval. 11. Annually review the Committee's own performance. 12. Delegate authority to the Chair and one or more members, as the Committee deems necessary, provided that the decisions of such members shall be presented to the full Committee at its next scheduled meeting.
13. Perform such other duties and responsibilities as may be assigned to the Committee by the Board or the Chairman of the Board or as designated in plan documents. Rule 162(m) Considerations The Committee may condition its approval of any compensation on ratification by the full Board of Directors to the extent required to comply with applicable laws, rules and regulations, including, without limitation, Rule 162(m) of the Internal Revenue Service. 4