CHANGE OF CONTROL AGREEMENT THIS AGREEMENT ("Agreement"), by and between TOTAL SYSTEM SERVICES, INC., a Georgia corporation (the "Company") and __________________________ (the "Employee") is entered into as of the 1st day of January, 1996 (the...Change of Control Agreement • March 19th, 1996 • Total System Services Inc • Services-computer processing & data preparation • Georgia
Exhibit 10.1 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 3rd, 2005 • Total System Services Inc • Services-business services, nec • Georgia
Total System Services, Inc. $550,000,000 4.000% Senior Notes due 2023 $450,000,000 4.450% Senior Notes due 2028 Underwriting AgreementUnderwriting Agreement • May 11th, 2018 • Total System Services Inc • Services-business services, nec • New York
Total System Services, Inc., a Georgia corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $550,000,000 principal amount of its 4.000% Senior Notes due 2023 (the “2023 Securities”) and $450,000,000 principal amount of its 4.450% Senior Notes due 2028 (the “2028 Securities” and together with the 2023 Securities, the “Securities”). Each of the 2023 Securities and the 2028 Securities will be issued pursuant to an Indenture dated as of March 17, 2016 (including the terms of the Securities to be established pursuant thereto, the “Indenture”) between the Company, and Regions Bank, as trustee (the “Trustee”).
as Lessee --------------------------------------------------------------------- ----------- This Lease Agreement is subject to a security interest in favor of NATIONSBANK OF TEXAS, N.A., as the agent for the Lenders and respecting the Security...Lease Agreement • March 23rd, 1998 • Total System Services Inc • Services-computer processing & data preparation • Georgia
SPLIT DOLLAR INSURANCE AGREEMENT THIS AGREEMENT, made and entered into as of the _____ day of _________________, 2001 between SYNOVUS FINANCIAL CORP. ("the Corporation") and SYNOVUS TRUST COMPANY, as Trustee of the JOHN EXECUTIVE 2001 IRREVOCABLE LIFE...Split Dollar Insurance Agreement • March 19th, 2002 • Total System Services Inc • Services-computer processing & data preparation • Georgia
CREDIT AGREEMENT Dated as of January 10, 2018 among TOTAL SYSTEM SERVICES, INC. as the Borrower, BANK OF AMERICA, N.A. as Administrative Agent and The Other Lenders Party Hereto BANK OF AMERICA MERRILL LYNCH as Sole Lead Arranger and Sole BookrunnerCredit Agreement • January 11th, 2018 • Total System Services Inc • Services-business services, nec • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of January 10, 2018, among TOTAL SYSTEM SERVICES, INC., a Georgia corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent.
CREDIT AGREEMENT Dated as of December 21, 2007 among TOTAL SYSTEM SERVICES, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, THE ROYAL BANK OF SCOTLAND PLC, as the Syndication Agent, and The...Credit Agreement • December 27th, 2007 • Total System Services Inc • Services-business services, nec • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of December 21, 2007, among TOTAL SYSTEM SERVICES, INC., a Georgia corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, BANC OF AMERICA SECURITIES LLC and RBS SECURITIES CORPORATE D/B/A/ RBS GREENWICH CAPITAL, as joint lead arrangers and joint book managers, and THE ROYAL BANK OF SCOTLAND PLC, as Syndication Agent.
AGREEMENT AND PLAN OF MERGER DATED AS OF February 19, 2013 AMONG TOTAL SYSTEM SERVICES, INC., GENERAL MERGER SUB, INC. AND NETSPEND HOLDINGS, INC.Merger Agreement • February 19th, 2013 • Total System Services Inc • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 19, 2013, by and among Total System Services, Inc., a Georgia corporation (“Parent”); General Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”); and NetSpend Holdings, Inc., a Delaware corporation (the “Company”).
RESTRICTED UNIT AGREEMENT VITAL PROCESSING SERVICES L.L.C. THIS RESTRICTED UNIT AGREEMENT ("Agreement") is entered into this 12th day of June, 2000, by and between _____________________ ("Transferee") and Total System Services, Inc. ("TSYS" or the...Restricted Unit Agreement • March 21st, 2001 • Total System Services Inc • Services-computer processing & data preparation • Georgia
CREDIT AGREEMENT Dated as of April 23, 2018 among TOTAL SYSTEM SERVICES, INC. as the Borrower, BANK OF AMERICA, N.A. as Administrative Agent and L/C Issuer JPMORGAN CHASE BANK, N.A. as Syndication Agent, MUFG BANK, LTD., CAPITAL ONE, N.A., REGIONS...Credit Agreement • April 24th, 2018 • Total System Services Inc • Services-business services, nec • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of April 23, 2018, among TOTAL SYSTEM SERVICES, INC., a Georgia corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
SYNOVUS FINANCIAL CORP. STOCK OPTION AGREEMENT [DATE]Stock Option Agreement • April 25th, 2007 • Total System Services Inc • Services-business services, nec
THIS AGREEMENT ("Agreement"), dated as of the ___ day of _____________, 2007, by and between SYNOVUS FINANCIAL CORP. (the "Company"), a Georgia corporation having its principal office at 1111 Bay Avenue, Suite 500, Columbus, Georgia, and ___________________________ (the "Option Holder"), an employee of the Company or a Subsidiary of the Company.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 26th, 2007 • Total System Services Inc • Services-business services, nec • Georgia
THIS AGREEMENT (the “Agreement”) is made and entered into as of this 25th day of July, 2007, by and between TOTAL SYSTEM SERVICES, INC., a Georgia corporation (the “Company”), and _____________________ (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 16.
TOTAL SYSTEM SERVICES, INC. AMENDED AND REVISED STOCK OPTION AGREEMENTStock Option Agreement • March 28th, 2008 • Total System Services Inc • Services-business services, nec
THIS AGREEMENT ("Agreement"), dated as of the ___ day of _____________, 200__, by and between TOTAL SYSTEM SERVICES, INC. (the "Company"), a Georgia corporation having its principal office at 1600 First Avenue, Columbus, Georgia, and ___________________________ (the "Option Holder"), an employee of the Company or a Subsidiary of the Company.
CREDIT AGREEMENT Dated as of April 8, 2013 among TOTAL SYSTEM SERVICES, INC., as the Borrower, JPMORGAN CHASE BANK, N.A. as Administrative Agent, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. as Syndication Agent, REGIONS BANK AND U.S. BANK NATIONAL...Credit Agreement • April 11th, 2013 • Total System Services Inc • Services-business services, nec • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of April 8, 2013, among TOTAL SYSTEM SERVICES, INC., a Georgia corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, J.P. MORGAN SECURITIES LLC, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., REGIONS CAPITAL MARKETS and U.S. BANK NATIONAL ASSOCIATION, as joint lead arrangers and joint bookrunners, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. as Syndication Agent and REGIONS BANK and U.S. BANK NATIONAL ASSOCIATION as Documentation Agents.
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • February 29th, 2008 • Total System Services Inc • Services-business services, nec • Georgia
THIS AGREEMENT (“Agreement”), by and between TOTAL SYSTEM SERVICES, INC., a Georgia corporation (the “Company”) and (the “Employee”) is entered into as of the 1st day of January, 2008 (the “Effective Date”);
REVISED RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 5th, 2008 • Total System Services Inc • Services-business services, nec • Georgia
THIS REVISED RESTRICTED STOCK AWARD AGREEMENT (“Agreement”) is made effective as of _____________________, 200__, by and between TOTAL SYSTEM SERVICES, INC., a Georgia corporation (the “Corporation”), and ______________________________ (“Executive”).
TAX SHARING AGREEMENTTax Sharing Agreement • November 30th, 2007 • Total System Services Inc • Services-business services, nec • Georgia
This TAX SHARING AGREEMENT (this “Agreement”), dated as of November 30, 2007, by and among Synovus Financial Corp., a Georgia corporation (“Synovus”), Columbus Bank and Trust Company, a Georgia bank and trust company (“CB&T”), and Total System Services, Inc., a Georgia corporation (“TSYS”).
TOTAL SYSTEM SERVICES, INC. SENIOR EXECUTIVE PERFORMANCE SHARE AGREEMENT (2014-2016)Senior Executive Performance Share Agreement • May 8th, 2014 • Total System Services Inc • Services-business services, nec • Georgia
Total System Services, Inc. (“Company”) confirms that on March 18, 2014, the Compensation Committee of the Board of Directors of the Company approved, effective March 18, 2014 (the “Grant Date”), the award of the opportunity to receive Performance Shares with an initial economic value equal to the product of (a) your base salary on the Grant Date multiplied by (b) 50% of your LTIP multiplier as determined by the Committee prior to the Grant Date (such initial economic value being the “2014-2016 Performance Opportunity”), subject to adjustment based on specified performance measures for the period 2014-2016. The 2014-2016 Performance Opportunity will be converted into Performance Shares pursuant to the provisions of Section 1 below, with one-half of the 2014-2016 Performance Opportunity converted pursuant to Section 1(d) and the other half converted pursuant to Section 1(e). The Performance Shares that you receive in connection with this 2014-2016 Performance Opportunity, if any, are su
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • April 25th, 2007 • Total System Services Inc • Services-business services, nec • Georgia
THIS RESTRICTED STOCK AWARD AGREEMENT (“Agreement”) is made effective as of _____________________, 2007, by and between TOTAL SYSTEM SERVICES, INC., a Georgia corporation (the “Corporation”), and ______________________________ (“Executive”).
TOTAL SYSTEM SERVICES, INC. SENIOR EXECUTIVE STOCK OPTION AGREEMENT (2014)Senior Executive Stock Option Agreement • May 8th, 2014 • Total System Services Inc • Services-business services, nec
THIS AGREEMENT (“Agreement”) is made effective as of March 18, 2014, by and between TOTAL SYSTEM SERVICES, INC., a Georgia corporation (the “Company”), with its principal office at One TSYS Way, Columbus, Georgia, and you (“Option Holder”), an employee of the Company, its Affiliate or its Subsidiary.
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • January 17th, 2006 • Total System Services Inc • Services-business services, nec • Georgia
THIS RESTRICTED STOCK AWARD AGREEMENT (“Agreement”) is made effective as of _____________________, 200__, by and between TOTAL SYSTEM SERVICES, INC., a Georgia corporation (the “Corporation”), and ______________________________ (“Executive”).
TOTAL SYSTEM SERVICES, INC. Exhibit 10.1 TOTAL SYSTEM SERVICES, INC. STOCK OPTION AGREEMENT -------------------- THIS AGREEMENT ("Agreement"), dated as of the______ day of ____________, by and between Total System Services, Inc. (the "Company"), a...Stock Option Agreement • November 8th, 2004 • Total System Services Inc • Services-business services, nec
TOTAL SYSTEM SERVICES, INC. STOCK OPTION AGREEMENTStock Option Agreement • May 6th, 2011 • Total System Services Inc • Services-business services, nec
THIS AGREEMENT (“Agreement”) is made effective as of ____________, by and between TOTAL SYSTEM SERVICES, INC., a Georgia corporation (the “Company”), a Georgia corporation having its principal office at One TSYS Way, Columbus, Georgia, and you (“Option Holder”), an employee of the Company or a Subsidiary of the Company.
AGREEMENT AND PLAN OF DISTRIBUTION BY AND AMONG SYNOVUS FINANCIAL CORP., COLUMBUS BANK AND TRUST COMPANY AND TOTAL SYSTEM SERVICES, INC. DATED AS OF OCTOBER 25, 2007Agreement and Plan of Distribution • October 25th, 2007 • Total System Services Inc • Services-business services, nec • Georgia
This AGREEMENT AND PLAN OF DISTRIBUTION (this “Agreement”), dated as of October 25, 2007, by and among Synovus Financial Corp., a Georgia corporation (“Synovus”), Columbus Bank and Trust Company, a Georgia bank and trust company (“CB&T”), and Total System Services, Inc., a Georgia corporation (“TSYS”). Synovus, CB&T and TSYS are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
FORM OF TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 25th, 2007 • Total System Services Inc • Services-business services, nec • Georgia
THIS TRANSITION SERVICES AGREEMENT, dated as of , 2007 (this “Agreement”), is made by and between Synovus Financial Corp., a Georgia corporation (“Synovus”), and Total System Services, Inc., a Georgia corporation (“TSYS”). Synovus and TSYS may each be referred to herein as a “Party” and/or the “Parties” as the case may require.
VOTING AGREEMENTVoting Agreement • February 19th, 2013 • Total System Services Inc • Services-business services, nec • Delaware
VOTING AGREEMENT, dated as of February 19, 2013 (this “Agreement”), by and among Total System Services, Inc., a Georgia corporation (“Parent”), and each of the Persons listed on Schedule 1 hereto (each a “Stockholder” and collectively, the “Stockholders”).
FIRST AMENDMENTCredit Agreement • April 11th, 2013 • Total System Services Inc • Services-business services, nec • New York
First Amendment, dated as of April 8, 2013 (this “Amendment”), to the Credit Agreement dated as of September 10, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TOTAL SYSTEM SERVICES, INC. (the “Borrower”), the several lenders from time to time party thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents party thereto.
DEED OF WARRANTY between JAFFAR AGHA-JAFFAR and BASHAR CHALABI and CARD TECH LIMITED and CTL CARD TECH SERVICES LIMITED and TSYS CARD TECH HOLDING LIMITED and TSYS CARD TECH LIMITED and TSYS CARD TECH SERVICES LIMITEDDeed of Warranty • July 11th, 2006 • Total System Services Inc • Services-business services, nec
PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • March 28th, 2008 • Total System Services Inc • Services-business services, nec • Georgia
Total System Services, Inc. (“Company”) confirms that, on [grant date] (the “Grant Date”), it granted you, [name], [number] Performance Shares (your “Performance Shares”). Your Performance Shares are subject to the terms and conditions of this Performance Agreement (this “Agreement”) and the Company’s 2007 Omnibus Plan (the “Plan”).
STOCK PURCHASE AGREEMENT BY AND AMONG TOTAL SYSTEM SERVICES, INC., VISTA EQUITY PARTNERS FUND V, L.P. AND THE OTHER PERSONS IDENTIFIED AS SELLERS HEREIN, AND TRANSFIRST HOLDINGS CORP. DATED JANUARY 26, 2016Stock Purchase Agreement • January 27th, 2016 • Total System Services Inc • Services-business services, nec • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated January 26, 2016, by and among (i) Total System Services, Inc., a corporation organized under the Laws of the State of Georgia (the “Purchaser”), (ii) Vista Equity Partners Fund V, L.P, a limited partnership organized under the Laws of the State of Delaware (“Fund V” or “Sellers’ Designee”), (iii) Vista Equity Partners Fund V-A, L.P., a limited partnership organized under the Laws of the Cayman Islands (“Fund V-A”), (iv) Vista Equity Partners Fund V-B, L.P., a limited partnership organized under the Laws of the Cayman Islands (“Fund V-B”), (v) Vista Equity Partners Fund V Executive, L.P., a limited partnership organized under the Laws of the State of Delaware (“Fund V Executive”), (vi) VEPF V FAF, L.P., a limited partnership organized under the Laws of the State of Delaware (“VEPF V”), (vii) Vista Equity Associates, LLC, a limited liability company organized under the Laws of the State of Delaware (“Associates LLC” and, together w
PERFORMANCE SHARE AGREEMENT (2017-2019)Performance Share Agreement • May 4th, 2017 • Total System Services Inc • Services-business services, nec • Georgia
Total System Services, Inc. (“Company”) confirms that on February 17, 2017, the Compensation Committee of the Board of Directors of the Company approved, effective February 17, 2017 (the “Grant Date”), an award of performance shares (“Performance Shares”) with an initial economic value equal to the product of (a) your base salary on the Grant Date multiplied by (b) 60% of your LTIP multiplier as determined by the Committee prior to the Grant Date (such initial economic value being the “2017-2019 Performance Opportunity”). The number of Performance Shares initially granted pursuant to this Agreement will be determined by dividing the 2017-2019 Performance Opportunity by the closing price of the Company’s Shares on the New York Stock Exchange on the Grant Date (your “Initial Performance Shares”). Your Initial Performance Shares will be adjusted upward or downward based on specified performance measures for the period 2017-2019 pursuant to the provisions of Section 1 below, with thirty pe
TRANSITION AND RETIREMENT AGREEMENTTransition and Retirement Agreement • June 23rd, 2014 • Total System Services Inc • Services-business services, nec • Georgia
THIS CONSULTING AGREEMENT is made and entered into as of the 23rd day of June, 2014 (this “Consulting Agreement”) by and between PHILIP W. TOMLINSON, an individual resident of the State of Georgia (“Consultant”), and TOTAL SYSTEM SERVICES, INC., a corporation organized and existing under the laws of the State of Georgia (the “Company”).
FORM OF MASTER CONFIDENTIAL DISCLOSURE AGREEMENT between SYNOVUS FINANCIAL CORP. and TOTAL SYSTEM SERVICES, INC. Dated [________ __], 2007Master Confidential Disclosure Agreement • October 25th, 2007 • Total System Services Inc • Services-business services, nec • Georgia
This MASTER CONFIDENTIAL DISCLOSURE AGREEMENT (this “Agreement”), dated as of [ ], 2007, between Synovus Financial Corp., a Georgia corporation (“Synovus”), and Total System Services, Inc., a Georgia corporation (“TSYS”).
PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • May 6th, 2011 • Total System Services Inc • Services-business services, nec • Georgia
Total System Services, Inc. (“Company”) confirms that, effective ____________ (the “Grant Date”), you were awarded the opportunity to receive Performance Shares with an initial economic value equal to the product of (a) your base salary on the Grant Date multiplied by (b) 50% of your LTIP multiplier as determined by the Committee prior to the Grant Date (such initial economic value being the “_____________ Performance Opportunity”), subject to adjustment based on specified performance measures for the period ____________. The _____________ Performance Opportunity will be converted into Performance Shares pursuant to the provisions of Section 1 below, with one-half of the _____________ Performance Opportunity converted pursuant to Section 1(d) and the other half converted pursuant to Section 1(e). The Performance Shares that you receive in connection with this _____________ Performance Opportunity, if any, are subject to the terms and conditions of this Performance Share Agreement (this
AGREEMENT FOR THE SALE AND PURCHASE OF SHARES IN CARD TECH RESEARCH LIMITED between JAFFAR AGHA-JAFFAR BASHAR CHALABI and TSYS CARD TECH HOLDING LIMITEDAgreement for the Sale and Purchase of Shares • July 11th, 2006 • Total System Services Inc • Services-business services, nec
The Sellers are the beneficial owners of the CTRL Shares and have agreed to sell and the Buyer has agreed to buy the CTRL Shares for the consideration and upon the terms and subject to the conditions set out in this Agreement and the Deed of Warranty.
