AMENDED AND RESTATED
TOTAL SYSTEM SERVICES, INC.
DEFERRED COMPENSATION PLAN
EFFECTIVE JANUARY 1, 2009
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A.
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Purpose of Plan
. The Employer has
adopted the Plan set forth herein to provide benefits in excess of
those that may be accrued under the Employer’s qualified
retirement plans as a result of the limitations of Code
Section 401(a)(17) and 415 as a means by which certain
designated employees may elect to defer designated portions of
their Compensation, or in the discretion of the Employer, receive
additional amounts of deferred compensation in the form of
Discretionary Credits.
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B.
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Status of Plan
. To the extent the Plan
provides benefits in excess of the limitations of Code
Section 415, the Plan is intended to be an “excess
benefit plan” within the meaning of Sections 3(36) and
4(6) of ERISA, and to the extent the Plan provides other benefits,
the Plan is intended to be “a plan which is unfunded and is
maintained by an employer primarily for the purpose of providing
deferred compensation for a select group of management or highly
compensated employees” within the meaning of
Sections 201(2), 301(a)(3), 401(a)(1), and 4021(b)(6) of
ERISA, and shall be interpreted and administered to the extent
possible in a manner consistent with that intent. This Plan is
intended to constitute a nonqualified deferred compensation plan
and to meet the requirements of Code Section 409A.
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C.
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Establishment of Plan
. The Plan is
established as of the Effective Date upon the transfer of certain
assets and liabilities of the Synovus Financial Corp./Total System
Services, Inc. Deferred Compensation Plan (“Prior
Plan”) in connection with the spin-off of the Company from
Synovus Financial Corp. All elections under the provisions of the
Prior Plan (including deferral, investment and distribution
elections and beneficiary designations) shall be recognized as
valid elections under this Plan with respect to Accounts
transferred from the Prior Plan to this Plan. In addition, any
Participant employed by the Employer on December 31, 2007, and
any Eligible Employee who transfers from Synovus Financial Corp. or
any Affiliate of Synovus Financial Corp. to the Company or any
Affiliate of the Company from January 1, 2008 to
December 31, 2008, shall receive credit for service under this
Plan to the same extent such service was recognized under the
provisions of the Prior Plan.
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Wherever used
herein, the following terms have the meanings set forth below,
unless a different meaning is clearly required by the
context:
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A.
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“Account” means, for
each Participant, the bookkeeping account established for his or
her benefit under the Plan.
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B.
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“Code” means the
Internal Revenue Code of 1986, as amended from time to time.
Reference to any section or subsection of the Code includes
reference to any
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comparable or succeeding provisions
of any legislation that amends, supplements or replaces such
section or subsection.
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C.
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“Compensation” means,
with respect to a Participant, his or her base salary, including
any bonuses, overtime, commissions and incentives. Compensation
shall not include any amounts previously deferred under this Plan
or any other nonqualified deferred compensation plan.
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D.
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“Discretionary Credit”
means an amount credited to a Participant’s Account by the
Employer in accordance with Section IV.B.
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E.
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“Effective Date” means
January 1, 2008.
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F.
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“Elective Deferral”
means the portion of Compensation which is deferred by a
Participant under Section IV.A.
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G.
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“Eligible Employee”
means each individual selected by the Plan Administrator for
eligibility from among the group of highly compensated or
managerial employees of the Employer.
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H.
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“Employer” means Total
System Services, Inc. and any of its affiliates.
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I.
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“ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from
time to time. Reference to any section or subsection of ERISA
includes reference to any comparable or succeeding provisions of
any legislation that amends, supplements or replaces such section
or subsection.
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J.
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“Participant” means any
individual who participates in the Plan in accordance with
Article III.
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K.
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“Plan” means the Amended
and Restated Total System Services, Inc. Deferred Compensation Plan
and as set forth herein and all subsequent amendments
hereto.
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L.
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“Plan Administrator”
means the Employer, or the person, persons or entity otherwise
designated by the Employer to administer the Plan.
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M.
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“Plan Year” means the
calendar year, except that the initial plan year may be a period of
less than 12 months’ duration beginning on the Effective
Date.
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N.
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“Valuation Date” means
each business day in the Plan year and any such other date
designated by the Plan Administrator.
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O.
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“Vested” means the
nonforfeitable right to a portion of the Participant’s
Account attributable to Discretionary Credits, if any, determined
in accordance with the vesting schedule set forth in
Section V.D.
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2
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A.
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Commencement of
Participation . Any individual who is an Eligible
Employee on or after the Effective Date and who has elected to
defer part of his or her Compensation in accordance with
Section IV.A or who has been selected to receive Discretionary
Credits under Section IV.B shall become a Participant on the
date such Elective Deferral election or Discretionary Credit is
made, as the case may be.
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B.
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Continued Participation
. Subject to
Section III.C, an individual who has become a Participant in
the Plan shall continue to be a Participant so long as any amount
remains credited to his or her Account.
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C.
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Termination of
Participation . The Plan Administrator may
terminate an employee’s participation in the Plan
prospectively for any reason, effective as of the first day of the
Plan Year following such termination of participation, including
but not limited to the Plan Administrator’s determination
that such termination is necessary in order to maintain the Plan as
a “plan which is unfunded and is maintained by an employer
primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees”
within the meaning of Sections 201(2), 301(a)(3), 401(a)(1),
and 4021(b)(6) of ERISA. Amounts credited to a Participant’s
Account (regardless of the extent otherwise Vested) shall be paid
out to such Participant in accordance with the Participant’s
election under Article VI.
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IV. DEFERRALS
AND CREDITS
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1.
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In general. An individual who is an Eligible
Employee may elect to defer a designated portion of Compensation to
be earned during a Plan Year, by filing an irrevocable written
election with the Plan Administrator prior to the first day of the
Plan Year in which such Compensation is to be earned. An individual
who first becomes an Eligible Employee on or after the first day of
any Plan Year may elect to defer a designated portion of his or her
Compensation by filing an irrevocable written election with the
Plan Administrator on or before the date that is 30 days after
the date on which the employee first becomes an Eligible Employee.
The deferral election shall apply only to Compensation earned after
the date on which the Eligible Employee files his or her deferral
election form.
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2.
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Nature of Election.
Each election under this
Section IV for a Plan Year (or the balance of a Plan Year) shall be
made on a form approved or prescribed by the Plan Administrator and
shall apply only to Compensation earned for the calendar year after
the date the election form is completed and filed with the Plan
Administrator. The election form
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3
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shall apply to bonuses and shall
specify the whole percentage or flat dollar amount that is to be
deferred. A Participant may revoke his or her deferral election as
of the first day of any Plan Year which follows such revocation by
giving written notice to the Plan Administrator before that day (or
any such earlier date as the Plan Administrator may prescribe). Any
deferral election made under this Section IV.A shall continue
to be effective until revoked or changed pursuant to this
paragraph. !
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B.
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Excess Benefit Credits
. The Employer shall
credit the Account of each Participant with the excess of any
employer contributions that would have been allocated to the
Participant’s account under the TSYS Money Purchase Pension
Plan (the “Money Purchase Plan”), the TSYS Profit
Sharing Plan (the “Profit Sharing Plan”) or the TSYS
401(k) Savings Plan (the “401(k) Plan”) but for the
limitation of Code Sections 401(a)(17) and 415 over the amount
actually credited to such account; such credits to be made as of
the date or dates that the amounts would have been allocated to the
Participant’s account under the Money Purchase Plan, the
Profit Sharing Plan or the 401(k) Plan.
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A.
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Accounts . The Plan Administrator shall
establish an Account for each Participant reflecting Elective
Deferrals or Discretionary Credits made for the Participant’s
benefit together with any adjustments hereunder. Subject to
Sections V.E and IX.A, the Employer shall deposit the amount
of deferrals and credits for a period as soon as practicable after
the date as of which such amounts are credited to the Accounts. As
of each Valuation Date, the Plan Administrator shall provide the
Participant with a statement of his or her Account reflecting the
income, gains and losses (realized and unrealized), amounts of
deferrals and credits, and distributions of such Account since the
prior Valuation Date.
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B.
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Investments . Each Participant’s Account
shall be deemed invested in shares of any open-end registered
investment company for which Fidelity Investments or one of its
subsidiaries or affiliates (collectively “Fidelity”)
serves as investment advisor or for which Fidelity is the principal
underwriter, or any other investment option selected by the Plan
Administrator. If any Participant or beneficiary makes an
investment selection, the Employer (or in the event of the
establishment of a trust hereunder, the trustee of such trust as
directed by the Employer) may follow such investment selection but
shall not be legally bound to do so.
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C.
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Payments . Each Participant’s Account
shall be reduced by the amount of any payment made to or on behalf
of the Participant under Article VI as of the date such
payment is made.
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D.
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Vesting . A Participant will at all times be
100% Vested in the portion of his or her Account attributable to
Elective Deferrals. A Participant will be vested in the portion of
his or her Account attributable to Excess Benefit Credits from
the
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4
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Profit Sharing Plan or the Money
Purchase Pension Plan according to the following schedule, based on
his or her years of service with the Employer. A
Participant’s years of service for this purpose will be
determined by the Administrator pursuant to uniform rules based on
the time elapsed since the Participant’s commencement of
employment with the Employer or its affiliates.
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Years of Service
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% Vested
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0
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25
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50
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75
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100
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E.
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Forfeiture of non-Vested
Amounts . To
the extent that any amounts credited to a Participant’s
Account are not Vested at the time the Account becomes
distributable under the Plan, such non-Vested amounts shall be
forfeited and may be used by the Employer as future Discretionary
Credits for other Participants.
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F.
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Plan Mergers . From time to time, other
non-qualified deferred compensation plans may be merged into the
Plan. All
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