Item 5.02    Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers



On January 1, 2020, Jack Henry & Associates, Inc. (the "Company") entered into a
Retention Agreement with David Foss, President and Chief Executive Officer of
the Company. In connection with the Retention Agreement, the Company will grant
Mr. Foss a one-time award of a number of restricted stock units equal to
$4,000,000 divided by the fair market value of a share of the Company's common
stock on December 31, 2019 (the "RSUs") pursuant to the Company's 2015 Equity
Incentive Plan. The Retention Agreement is intended to incentivize Mr. Foss to
remain as the Company's Chief Executive Officer and President through the
vesting period of the RSUs and thereby ensure his continued employment as a key
leader of the Company.
The RSUs will vest as follows: 10% on January 1, 2021, 20% on January 1, 2022,
20% on January 1, 2023 and 50% on January 1, 2024; provided that at all times
through each vesting Mr. Foss remains employed with the Company and performs the
duties described in the Retention Agreement.
In the event of termination of Mr. Foss' employment prior to December 31, 2023
by the Company without cause, by Mr. Foss for good reason or due to his death or
disability, all unvested RSUs shall become fully vested. The definitions of
cause, good reason and disability are set forth in the Retention Agreement.
Mr. Foss has agreed in the Retention Agreement that during the term of his
employment and for a period of two years following the date of termination of
his employment (whether the termination is for or without cause), he will not,
directly or indirectly, solicit business in competition with the Company from a
party who was a customer of the Company during the period of Mr. Foss'
employment or solicit the employment or employ any person who is employed by the
Company or was employed by the Company during the prior six months. Furthermore,
during the two-year period following the date of termination of his employment
whether the termination is for or without cause, Mr. Foss has agreed not to
engage in certain business activities in competition with the Company or in the
delivery of software and services to financial institutions.
The foregoing summary of the Retention Agreement and the grant of RSUs is a
general description only and is qualified in its entirety by reference to the
full text of the Retention Agreement and the Company's form of restricted stock
unit agreement, which are filed as Exhibit 10.64 and Exhibit 10.65 to this
Current Report, and each of which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.

Exhibits

Exhibit No. Description


  10.64     Retention Agreement, dated January 1, 2020, between the Company and
            David Foss
  10.65     Form of Restricted Stock Unit Agreement

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