TOTAL SYSTEM SERVICES, INC. STOCK OPTION AGREEMENTTotal System Services • May 7th, 2010 • 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.
PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • May 7th, 2010 • 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) 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”) and the Company’s 2008 Omnibus Plan (the “Plan”). Any other capitalized w
TOTAL SYSTEM SERVICES, INC. PERFORMANCE-BASED SPECIAL STOCK OPTION AGREEMENTTotal System Services • May 7th, 2010 • 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 Option Holder, an employee of the Company or a Subsidiary of the Company.
INVESTMENT AGREEMENT by and between FIRST NATIONAL BANK OF OMAHA and TOTAL SYSTEM SERVICES, INC. Dated March 1, 2010Investment Agreement • May 7th, 2010 • Total System Services Inc • Services-business services, nec • Delaware
THIS INVESTMENT AGREEMENT, dated March 1, 2010 (this “Agreement”), is by and between FIRST NATIONAL BANK OF OMAHA, a national banking association (“Seller”) and TOTAL SYSTEM SERVICES, INC., a corporation organized under the laws of the State of Georgia (“Buyer”). Other capitalized terms used in this Agreement are defined in Section 1.01 below.
ASSIGNMENT OF INVESTMENT AGREEMENTAssignment of Investment Agreement • May 7th, 2010 • Total System Services Inc • Services-business services, nec
Total System Services, Inc., a corporation organized under the laws of Georgia (“Assignor”), hereby transfers, conveys, and assigns all of its right, title and interest in and to that certain Investment Agreement, dated as of March 1, 2010, between Assignor and First National Bank of Omaha (as it may be amended or supplemented from time to time, the “Investment Agreement”), pursuant to Section 9.04 of the Investment Agreement, to Assignor’s wholly-owned subsidiary, Columbus Depot Equipment Company, a corporation organized under the laws of Georgia (“Assignee”). By its execution hereof, and as consideration for such assignment, Assignee agrees to assume all of the obligations and duties of Assignor set forth in the Investment Agreement pursuant to the terms thereof.
FNMS HOLDING, LLC, a Delaware limited liability company AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF APRIL 1, 2010Limited Liability Company Agreement • May 7th, 2010 • Total System Services Inc • Services-business services, nec • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time in accordance with its terms, this “Agreement”) of FNMS HOLDING, LLC, a Delaware limited liability company (the “Company”), is made effective as of the date first written above (the “Effective Date”) by and between Columbus Depot Equipment Company, a corporation organized under the laws of the State of Georgia (“CDEC”), First National Bank of Omaha, a national banking association chartered under the laws of the United States (“FNBO”), FN Merchant Partners, Inc., a Delaware corporation (“New SPC”), the Company and each other Person who at any time after the Effective Date becomes a Member in accordance with the terms of this Agreement and the Act.
