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Exhibit
10.2
FORM OF
NONSTATUTORY STOCK OPTION
AGREEMENT
UNDER THE
AMENDED AND RESTATED
2002 STOCK INCENTIVE PLAN
CheckFree Corporation (the
“Company”) hereby grants, effective [Grant Date]
(the “Effective Date”) to [Participant Name]
(the “Optionee”) an option to purchase [Number of
Shares Granted] shares of its common stock, par value $.01 (the
“Option Shares”), at a price of [Grant Price]
per share pursuant to the Company’s Amended and Restated 2002
Stock Incentive Plan (the “Plan”), subject to the
following:
1. RELATIONSHIP TO THE
PLAN . This option is granted pursuant to the Plan, and is
in all respects subject to the terms, provisions and definitions of
the Plan and any amendments thereto. The Optionee acknowledges
receipt of a copy of the Plan and represents that he or she is
familiar with the terms and conditions thereof. The Optionee
accepts this option subject to all the terms and provisions of the
Plan (including without limitation provisions relating to
nontransferability, exercise of the option, sale of the option
shares, termination of the option, adjustment of the number of
shares subject to the option, and the exercise price of the
option). The Optionee further agrees that all decisions and
interpretations made by the Compensation Committee (the
“Committee”), as established under the Plan, and as
from time to time constituted, are final, binding, and conclusive
upon the Optionee and his or her heirs. This option is a
Non-Statutory Stock Option under the Plan.
2. TIME OF EXERCISE
. Prior to termination, this option may be exercised, from time
to time, in full or in part, by the Optionee to the extent the
option is vested based upon the number of full years the Optionee
is an employee of the Company after the Effective Date (the
“Vested Percentage”) and remains exercisable (subject
to the provisions herein and the Plan) until it has been exercised
as to all of the Shares or the tenth (10th) anniversary of the
Effective Date, whichever occurs first. The Optionee is entitled to
exercise this option to the extent of the percentage of, and not to
exceed in the aggregate, the maximum number of the Shares, based
upon the Vested Percentage, from time to time, as determined in
accordance with the Optionee’s on-line Summary page for
CheckFree’s Stock Option Plan.
Notwithstanding the foregoing, this
option may not be exercised unless (i) the Option Shares are
registered under the Securities Act of 1933, as amended, and are
registered or qualified under applicable state securities or
“blue sky” laws, or (ii) the Company has received
an opinion of counsel to the Company to the effect that the option
may be exercised and Option Shares may be issued by the Company
pursuant thereto without such registration or qualification. If
this option is not otherwise exercisable by reason of the foregoing
sentence, the Company will take reasonable steps to comply with
applicable state and federal securities laws in connection with
such issuance.
3. METHODS OF
EXERCISE . This option is exercisable by delivery to the
Company of written notice of exercise which specifies the number of
shares to be purchased and the election of the method of payment
therefore, which will be one of the metho
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