TOTAL SYSTEM SERVICES, INC. STOCK OPTION AGREEMENT
Exhibit 10.1
TOTAL SYSTEM SERVICES, INC.
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT
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 Xxx XXXX Xxx, Xxxxxxxx, Xxxxxxx, and you (“Option Holder”), an employee of the Company or
a Subsidiary of the Company.
1. The terms, provisions and definitions of the Plan are incorporated by reference and made a
part hereof. All capitalized terms in this Agreement shall have the same meanings given to such
terms in the Plan except where otherwise noted.
2. Subject to and in accordance with the provisions of the Plan, the Company hereby grants to
the Option Holder a Non-Qualified Stock Option to purchase, on the terms and subject to the
conditions hereinafter set forth, all or any part of the aggregate shares of the Common Stock
($0.10 par value) so granted of the Company at the purchase price of $______ per share, exercisable
in the amounts and at the times set forth in this Paragraph 2, unless the Compensation Committee,
in its sole and exclusive discretion, shall authorize the Option Holder to exercise all or part of
the Option at an earlier date.
The Option may be exercised in accordance with the following schedule as provided in the Plan:
If employment | Percentage of | |
continues through | Option Exercisable | |
% | ||
% | ||
% | ||
In the event of Option Holder’s death or total and permanent disability, Option Holder (or the
legal representative of Option Holder’s estate or legatee under Option Holder’s will) shall be able
to exercise the Option in full for the remainder of the Option’s term.
In the event Option Holder’s employment with Company terminates on or after Option Holder’s
early retirement date (which is defined as attainment of age 62 with 15 or more years of service)
or Option Holder’s normal retirement date (which is defined as attainment of age 65), the Option
may be exercised to the extent exercisable upon such termination pursuant to the schedule above.
In addition, if such termination occurs prior to _____________, the Option also will be exercisable
for an additional percentage of the Option determined by multiplying (i) the incremental percentage
of the Option that would have become exercisable under such schedule on the next anniversary date
if Option Holder’s employment had not terminated, by (ii) the ratio of the number of months since
the immediately preceding anniversary date (or since the date of grant, if the termination occurs
prior to _____________) that Option Holder has been employed to 12. Partial months of employment
will be counted as full months for purposes of this proration calculation. To the extent the
Option is exercisable pursuant to this paragraph; it will be exercisable for the remainder of the
Option’s term.
In the event of Option Holder’s separation of employment for any reason other than the reasons
listed above, Option Holder shall be able to exercise the Option to the extent the Option was
exercisable at the time of such separation of employment for 90 days following the date of such
separation of employment.
Unless sooner terminated as provided in the Plan or in this Agreement, the Option shall
terminate, and all rights of the Option Holder hereunder shall expire on _____________. In no
event may the Option be exercised after ____________.
3. The Option or any part thereof, may, to the extent that it is exercisable, be exercised in
the manner provided in the Plan. Payment of the aggregate Option price for the number of shares
purchased and any withholding taxes shall be made in the manner provided in the Plan.
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4. The Option or any part thereof may be exercised during the lifetime of the Option Holder
only by the Option Holder and only while the Option Holder is in the employ of the Company, except
as otherwise provided in the Plan.
5. Unless otherwise designated by the Compensation Committee, the Option shall not be
transferred, assigned, pledged or hypothecated in any way. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of a nontransferable Option or any right or privilege
confirmed hereby contrary to the provisions hereof, the Option and the rights and privileges
confirmed hereby shall immediately become null and void.
6. In the event of any merger, reorganization, consolidation, recapitalization, stock
dividend, or other change in corporate structure affecting the Company’s Stock, any necessary
adjustment shall be made in accordance with the provisions of Section 4.4 of the Plan.
7. In the event of a Change of Control (as defined in Section 2.8 of the Plan) and Option
Holder’s subsequent termination of employment within two years following the date of such Change of
Control either (i) by the Company for any reason other than Cause or (ii) by the Option Holder for
Good Reason (as the terms “Cause” and “Good Reason” are defined in the Company’s applicable Change
of Control Agreement, the provisions of which are incorporated herein by reference), the Option may
be immediately exercised in full as of the date of such employment termination and the Option may
be exercised in full for the remainder of the Option’s term.
8. Any notice to be given to the Company shall be addressed to the President of the Company at
Xxx XXXX Xxx, Xxxxxxxx, Xxxxxxx 00000.
9. Nothing herein contained shall affect the right of the Option Holder to participate in and
receive benefits under and in accordance with the provisions of any pension, insurance or other
benefit plan or program of the Company as in effect from time to time and for which the Option
Holder is eligible.
10. Nothing herein contained shall affect the right of the Company, subject to the terms of
any written contractual arrangement to the contrary, to terminate the Option Holder’s employment at
any time for any reason whatsoever.
11. This Agreement shall be binding upon and inure to the benefit of the Option Holder, his
personal representatives, heirs legatees, but neither this Agreement nor any rights hereunder shall
be assignable or otherwise transferable by the Option Holder except as expressly set forth in this
Agreement or in the Plan.
12. This award is subject to “claw-back” by TSYS to the extent required by the Xxxx-Xxxxx Xxxx
Street Reform and Consumer Protection Act and the rules to be adopted by the SEC and the NYSE
pursuant thereto.
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Company has issued the Option subject to the foregoing terms and conditions and the provisions
of the Plan.
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