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STOCK OPTION AGREEMENT
UNDER
TRANSACTION SYSTEMS ARCHITECTS, INC.
1999 STOCK OPTION PLAN
AS AMENDED BY
THE STOCKHOLDERS ON FEBRUARY 22, 2000,
THE BOARD OF DIRECTORS ON MAY 5, 2000, AND
THE STOCKHOLDERS ON FEBRUARY 20, 2001
US MASTER
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< < NAME1 > >
TABLE OF CONTENTS
PAGE
1. GRANT OF NON-QUALIFIED STOCK OPTION......................................................................1
2. TERMS OF PLAN............................................................................................1
3. EXERCISE PRICE...........................................................................................2
4. EXERCISE OF OPTION.......................................................................................2
4.1 Time of Exercise of Option......................................................................2
4.2 Termination of Option...........................................................................2
4.3 Effect of Optionee's Disability or Death........................................................3
4.4 Limitations on Exercise of Option...............................................................3
4.5 Method of Exercise of Option
Cash Exercise...................................................................................3
Same-Day-Sale Exercise..........................................................................4
Sell-to-Cover Exercise..........................................................................4
4.6 Parachute Limitations...........................................................................5
5. TRANSFERABILITY OF OPTIONS...............................................................................5
6. RIGHTS AS STOCKHOLDER....................................................................................6
7. WITHHOLDING OF TAXES.....................................................................................6
8. DISCLAIMER OF RIGHTS.....................................................................................6
9. INTERPRETATION OF THIS OPTION AGREEMENT..................................................................6
10. GOVERNING LAW............................................................................................7
11. BINDING EFFECT...........................................................................................7
12. NOTICE...................................................................................................7
13. ENTIRE AGREEMENT.........................................................................................7
SIGNATURE PAGE (TO BE COMPLETED AND RETURNED)
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STOCK OPTION AGREEMENT
TRANSACTION SYSTEMS ARCHITECTS, INC.
1999 STOCK OPTION PLAN
AS AMENDED BY
THE STOCKHOLDERS ON FEBRUARY 22, 2000,
THE BOARD OF DIRECTORS ON MAY 5, 2000, AND
THE STOCKHOLDERS ON FEBRUARY 20, 2001
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This
Stock Option Agreement (the "Option Agreement") is made as of < < DATE > >,
by and between Transaction Systems Architects, Inc., ("TSA") a
Delaware
corporation (the "Corporation") and < < NAME1 > >, an employee of the
Corporation or its subsidiaries (the "Optionee").
WHEREAS, the Board of Directors of the Corporation has duly adopted and approved
the 1999 Stock Option Plan (the "Plan"), which Plan authorizes the Corporation
to grant to eligible individuals options for the purchase of shares of the
Corporation's Class A Common Stock (the "Stock"); and
WHEREAS, the Corporation has determined that it is desirable and in its best
interests to grant the Optionee, pursuant to the Plan, an option to purchase a
certain number of shares of Stock, in order to provide the Optionee with an
incentive to advance the interests of the Corporation, all according to the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto do hereby agree as follows:
1. GRANT OF NON-QUALIFIED STOCK OPTION
Subject to the terms of the Plan, the Corporation hereby grants to the Optionee
the right and option (the "Option") to purchase from the Corporation, on the
terms and subject to the conditions set forth in the Plan and in this Agreement,
< < NUMBER > > shares of Class A Common Stock. The Date of Grant of this Option
is < < DATE > >. THIS OPTION SHALL NOT CONSTITUTE AN INCENTIVE STOCK OPTION
WITHIN THE MEANING OF SECTION 422 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE").
2. TERMS OF PLAN
The Option granted pursuant to this Option Agreement is granted subject to the
terms and conditions set forth in the Plan, a copy of which is attached to this
Option Agreement. All terms and conditions of the Plan, as may be amended from
time to time, are hereby incorporated into this Option Agreement by reference
and shall be
Page 1
deemed to be part of this Option Agreement, without regard to whether such terms
and conditions (including, for example, provisions relating to certain changes
in capitalization of the Corporation) are not otherwise set forth in this Option
Agreement. In the event that there is any inconsistency between the provisions
of this Option Agreement and of the Plan, the provisions of the Plan shall
govern.
3. EXERCISE PRICE
The Exercise Price for the shares of Stock subject to the Option granted by this
Option Agreement is $< < PRICE > > per share.
4. EXERCISE OF OPTION
Except as otherwise provided herein, and subject to the provisions of the Plan
(including restrictions on the transferability of the Option and special
provisions relating to exercise or termination of the Option following the
Optionee's termination of employment, disability, death or retirement or certain
changes in capitalization of the Corporation), the Option granted pursuant to
this Option Agreement shall be subject to exercise as follows:
4.1 TIME OF EXERCISE OF OPTION
The Optionee may exercise the Option (subject to the limitations on exercise set
forth in this Agreement and in the Plan), in installments as follows:
(i) No Option may be exercised during the first year from the
Date of Grant;
(ii) After one year from the Date of Grant, the Option shall be
exercisable in respect of 33 and 1/3 percent of the number
of shares specified in Section 1 above; and
(iii) After the expiration of each of the second, and third years
from the Date of Grant, the Option shall be exercisable in
respect of an additional 33 and 1/3 percent of such shares
specified in Section 1 above.
The foregoing installments, to the extent not exercised, shall accumulate and be
exercisable, in whole or in part, at any time and from time to time, after
becoming exercisable and prior to the termination of the Option; PROVIDED, that
no single exercise of the Option shall be for less than 100 shares, unless at
the time of the exercise, the maximum number of shares available for purchase
under this Option is less than 100 shares. In no event shall the Option be
exercised for a fractional share.
Page 2
4.2 TERMINATION OF OPTION
The Option shall terminate upon the earlier of the expiration of a period of (i)
ten years from the Date of Grant, or (ii) one month from the date of the
Optionee's termination of employment with the Corporation or a subsidiary;
PROVIDED, HOWEVER, that if such termination of employment falls within the scope
of one of the provisions of the Plan providing for an extended exercise period
in excess of one month, the Option shall terminate upon the expiration of the
extended period, as specified in such provision, after the Optionee's
termination of employment with the Corporation or a subsidiary within which the
Option is exercisable.
4.3 EFFECT OF OPTIONEE'S DISABILITY OR DEATH
If the Optionee ceases to be an Employee of the Corporation or a Subsidiary of
the Corporation by reason of Disability, the unexercised portion of any Option
held by such Optionee at that time will become immediately vested and will be
exercisable for the shorter of one year from the date on which the Optionee
ceased to be so employed or the remaining Option term. If the Optionee does not
exercise the Option within the time specified, such Option shall terminate. The
Corporation shall have the authority to determine the date an Optionee ceases to
be an Employee by reason of Disability.
If the Optionee dies while employed by the Corporation or a Subsidiary of the
Corporation (or dies within a period of one month after ceasing to be an
Employee for any reason other than Disability or within a period of one year
after ceasing to be an Employee by reason of Disability), the unexercised
portion of any Option held by such Optionee at the time of death will become
immediately vested and will be exercisable for the shorter of one year from the
date of such Optionee's death, or the remaining Option term. Such Option may be
exercised by the executor or administrator of the Optionee's estate or by any
person or persons who shall have acquired the Option directly from the Optionee
by bequest or inheritance. If the Option is not exercised within the time
specified, such Option shall terminate.
4.4 LIMITATIONS ON EXERCISE OF OPTION
Notwithstanding the foregoing Subsections, in no event may the Option be
exercised, in whole or in part, after ten years following the Date of Grant, or
after the occurrence of an event which results in termination of the Option
under the Plan.
4.5 METHOD OF EXERCISE OF OPTION
CASH EXERCISE (TO EXERCISE AND RETAIN THE SHARES): Subject to the terms and
conditions of this Option Agreement, the Option may be exercised by delivering
written notice of exercise to the Corporation, at its principal office,
addressed to the attention of Stock
Page 3
Option Administration, or to the agent/broker designated by the Corporation,
which notice shall specify the number of shares for which the Option is being
exercised, and shall be accompanied by payment in full of the Exercise Price of
the shares for which the Option is being exercised plus the full amount of all
applicable withholding taxes due on the Option exercise. Payment of the Exercise
Price for the shares of Stock purchased pursuant to the exercise of the Option
shall be made either in cash or by certified check payable to the order of the
Corporation. If the person exercising the Option is not the Optionee, such
person shall also deliver with the notice of exercise appropriate proof of his
or her right to exercise the Option, as the Corporation may require in its sole
discretion. Promptly after exercise of the Option as provided for above, the
Corporation shall deliver to the person exercising the Option a certificate or
certificates for the shares of Stock being purchased.
SAME-DAY-SALE EXERCISE (TO EXERCISE AND IMMEDIATELY SELL ALL THE SHARES):
Subject to the terms and conditions of this Option Agreement, the Option may be
exercised by delivering written notice of exercise to the agent/broker
designated by the Corporation, which notice shall specify the number of shares
for which the Option is being exercised and irrevocable instructions to promptly
(1) sell all of the shares of Stock to be issued upon exercise and (2) remit to
the Corporation the portion of the sale proceeds sufficient to pay the Exercise
Price for the shares of Stock purchased pursuant to the exercise of the Option
and all applicable taxes due on the Option exercise. The agent/broker shall
request issuance of the shares and immediately and concurrently sell the shares
on the Optionee's behalf. Payment of the Exercise Price for the shares of Stock
purchased pursuant to the exercise of the Option, any brokerage fees, transfer
fees, and all applicable taxes due on the Option exercise, shall be deducted
from the proceeds of the sale of the shares. If the person exercising the Option
is not the Optionee, such person shall also deliver with the notice of exercise
appropriate proof of his or her right to exercise the Option, as the Corporation
may require in its sole discretion. Promptly after exercise of the Option as
provided for above, the agent/broker shall deliver to the person exercising the
Option the net proceeds from the sale of the shares of Stock being exercised and
sold.
SELL-TO-COVER EXERCISE (TO EXERCISE AND IMMEDIATELY SELL A PORTION OF THE
SHARES): Subject to the terms and conditions of this Option Agreement, the
Option may be exercised by delivering written notice of exercise to the
agent/broker designated by the Corporation, which notice shall specify the
number of shares for which the Option is being exercised and irrevocable
instructions to promptly (1) sell the portion (which must be a whole number) of
the shares of Stock to be issued upon exercise sufficient to generate proceeds
to pay the Exercise Price for the shares of Stock purchased pursuant to the
exercise of the Option, any brokerage or transfer fees, and all applicable taxes
due on the Option exercise (collectively the "Exercise Costs") and (2) remit to
the Corporation a sufficient portion of the sale proceeds to pay the Exercise
Price for the shares of Stock purchased pursuant to the exercise of the Option
and all applicable taxes due on the Option exercise. The agent/broker shall
request issuance of the shares and immediately and concurrently sell on the
Optionee's behalf only such number of the Shares as is required to generate
proceeds sufficient to pay the Exercise
Page 4
Costs. Promptly after exercise of the Option as provided for above, the
Corporation shall deliver to the person exercising the Option a certificate for
the shares of Stock issued upon exercise which are not sold to pay the Exercise
Costs. Promptly after exercise of the Option as provided for above, the
agent/broker shall deliver to the person exercising the Option any net proceeds
from the sale of the Shares in excess of the Exercise Costs. If the person
exercising the Option is not the Optionee, such person shall also deliver with
the notice of exercise appropriate proof of his or her right to exercise the
Option, as the Corporation may require in its sole discretion.
The Option shall not be exercisable if and to the extent the Corporation
determines such exercise or method of exercise would violate applicable
securities laws, the rules and regulations of any securities exchange or
quotation system on which the Stock is listed, or the Company's policies and
procedures. An attempt to exercise the Option granted hereunder other than as
set forth above shall be invalid and of no force and effect.
4.6 PARACHUTE LIMITATIONS
Notwithstanding any other provision of this Option Agreement or the Plan or any
other agreement, contract or understanding heretofore or hereafter entered into
by the Optionee with the Corporation (or any subsidiary or affiliate thereof),
except an agreement, contract or understanding hereafter entered into that
expressly modifies or excludes application of this Subsection (the "Other
Agreements"), and notwithstanding any formal or informal plan or other
arrangements heretofore or hereafter adopted by the Corporation (or any such
subsidiary or affiliate) for the direct or indirect compensation of the Optionee
(including groups or classes of participants or beneficiaries of which the
Optionee is a member), whether or not such compensation is deferred, is in cash,
or is in the form of a benefit to or for the Optionee (an "Other Benefit Plan"),
the Optionee shall not have any right to exercise an Option or receive any
payment or other benefit under this Option Agreement, any Other Agreement, or
any Other Benefit Plan if such right to exercise, payment or benefit, taking
into account all other rights, payments or benefits to or for the Optionee under
this Option Agreement, all Other Agreements and all Other Benefit Plans, would
cause any right, payment or benefit to the Optionee under this Option Agreement
to be considered a "parachute payment" within the meaning of Section 280G(b)(2)
of the Code as then in effect (a "Parachute Payment"). In the event that the
receipt of any such right to exercise or any other payment or benefit under this
Option Agreement, any Other Agreement or any Other Benefit Plan would cause the
Optionee to be considered to have received a Parachute Payment under this
Agreement, then the Optionee shall have the right, in the Optionee's sole
discretion, to designate those rights, payments or benefits under this Option
Agreement, any Other Agreements, and/or any Other Benefit Plans, which should be
reduced or eliminated so as to avoid having the right, payment or benefit to the
Optionee under this Option Agreement be deemed to be a Parachute Payment.
Page 5
5. TRANSFERABILITY OF OPTIONS
During the lifetime of an Optionee, only such Optionee (or, in the event of
legal incapacity or incompetency, the Optionee's guardian or legal
representative) may exercise the Option. No Option shall be assignable or
transferable by the Optionee to whom it is granted, other than by will or the
laws of descent and distribution.
6. RIGHTS AS STOCKHOLDER
Neither the Optionee nor any executor, administrator, distributee or legatee of
the Optionee's estate shall be, or have any of the rights or privileges of, a
stockholder of the Corporation in respect of any shares of Stock issuable
hereunder unless and until such shares have been fully paid and certificates
representing such shares have been endorsed, transferred and delivered, and the
name of the Optionee (or of such personal representative, administrator,
distributee or legatee of the Optionee's estate) has been entered as the
stockholder or record on the books of the Corporation.
7. WITHHOLDING OF TAXES
The parties hereto recognize that the Corporation or a subsidiary may be
obligated to withhold federal, state and/or local income taxes and Social
Security taxes to the extent that the Optionee realizes ordinary income in
connection with the exercise of the Option or in connection with a disposition
of any shares of Stock acquired by exercise of the Option. The Optionee agrees
that the Corporation or a subsidiary may withhold amounts needed to cover such
taxes from payments otherwise due and owing to the Optionee, and also agrees
that upon demand the Optionee will promptly pay to the Corporation or a
subsidiary having such obligation any additional amounts as may be necessary to
satisfy such withholding tax obligation. Such payment shall be made in cash or
by check payable to the order of the Corporation or a subsidiary.
8. DISCLAIMER OF RIGHTS
No provision in this Option Agreement shall be construed to confer upon the
Optionee the right to be employed by the Corporation or any subsidiary, or to
interfere in any way with the right and authority of the Corporation or any
subsidiary either to increase or decrease the compensation of the Optionee at
any time, or to terminate any employment or other relationship between the
Optionee and the Corporation or any subsidiary.
Page 6
9. INTERPRETATION OF THIS OPTION AGREEMENT
All decisions and interpretations made by the Board or the Compensation
Committee thereof with regard to any question arising under the Plan or this
Option Agreement shall be binding and conclusive on the Corporation and the
Optionee and any other person entitled to exercise the Option as provided for
herein.
10. GOVERNING LAW
This Option Agreement shall be governed by the laws of the State of
Delaware
(but not including the choice of law rules thereof).
11. BINDING EFFECT
Subject to all restrictions provided for in this Option Agreement, the Plan, and
by applicable law relating to assignment and transfer of this Option Agreement
and the option provided for herein, this Option Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, successors and assigns.
12. NOTICE
Any notice hereunder by the Optionee to the Corporation shall be in writing and
shall be deemed duly given if mailed or delivered to the Corporation at its
principal office, addressed to the attention of Stock Plan Administration or if
so mailed or delivered to such other address as the Corporation may hereafter
designate by notice to the Optionee. Any notice hereunder by the Corporation to
the Optionee shall be in writing and shall be deemed duly given if mailed or
delivered to the Optionee at the address specified below by the Optionee for
such purpose, or if so mailed or delivered to such other address as the Optionee
may hereafter designate by written notice given to the Corporation.
13. ENTIRE AGREEMENT
This Option Agreement and the Plan together constitute the entire agreement and
supersede all prior understandings and agreements, written or oral, of the
parties hereto with respect to the subject matter hereof. Except for amendments
to the Plan incorporated into this Option Agreement by reference pursuant to
Section 2 above, neither this Option Agreement nor any term hereof may be
amended, waived, discharged or terminated except by a written instrument signed
by the Corporation and the Optionee; PROVIDED, HOWEVER, that the Corporation
unilaterally may waive any provision hereof in writing to the extent that such
waiver does not adversely affect the
Page 7
interests of the Optionee hereunder, but no such waiver shall operate as or be
construed to be a subsequent waiver of the same provision or a waiver of any
other provision hereof.
Page 8
SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have duly executed this Option Agreement,
or caused this Option Agreement to be duly executed on their behalf, as of the
day and year first above written.
TRANSACTION SYSTEMS ARCHITECTS, INC. OPTIONEE:
By: By:
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Xxxxx X. Xxxxxxx < < NAME2 > >
ADDRESS FOR NOTICE TO OPTIONEE:
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Number Street Apt.
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City State Zip Code
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SS# Hire Date
DESIGNATED BENEFICIARY:
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Please Print Last Name, First Name MI
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Beneficiary's Street Address
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City State Zip Code
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Beneficiary's Social Security Number
I understand that in the event of my death, the above named beneficiary will
have control of any unexercised options remaining in my account at that time. If
no beneficiary is designated or if the named beneficiary does not survive me,
the options will become part of my estate. This beneficiary designation does NOT
apply to stock acquired by the exercise of options prior to my death.
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SIGNATURE DATE
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After completing this page, please make a copy for your records and
return it to Stock Plan Administration, Transaction Systems Architects, Inc.,
000 X. 000 Xxxxxx, Xxxxx, XX 00000
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1999 STOCK OPTION PLAN - US PLAN
< < NUMBER > >Options $< < PRICE > >/Share Exercise Price < < DATE > >
