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Exhibit
10.21
AMENDMENT TO
THE
GLOBAL PAYMENTS
INC.
THIRD AMENDED AND
RESTATED
2000 NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN
This Amendment to the Global
Payments Inc. Third Amended and Restated 2000 Non-Employee Director
Stock Option Plan (the “Director Plan”), is hereby
adopted this 28th day of March, 2007, by the Board of Directors of
Global Payments Inc. (the “Company”).
WHEREAS, the Company adopted
the Director Plan for the purposes set forth therein;
and
WHEREAS, pursuant to
Section 9 of the Director Plan, the Board of Directors of the
Company has the right to amend the Director Plan with respect to
certain matters; and
WHEREAS, the Board of
Directors has approved and authorized this Amendment to the
Director Plan;
NOW, THEREFORE, the Director
Plan is hereby amended, effective as of the date hereof, in the
following particulars:
1. By deleting Section 6
in its entirety and replacing it with the following:
“6.
Adjustments.
(a) Mandatory
Adjustments . In the event of a nonreciprocal transaction
between the Company and its shareholders that causes the per-share
value of the Common Stock to change (including, without limitation,
any stock dividend, stock split, spin-off, rights offering, or
large nonrecurring cash dividend), the authorization limit under
Section 4 shall be adjusted proportionately, and the Board
shall make such adjustments to the Plan and options as it deems
necessary, in its sole discretion, to prevent dilution or
enlargement of rights immediately resulting from such transaction.
Action by the Board may include: (i) adjustment of the number
and kind of shar
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