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Exhibit
10.19
GLOBAL PAYMENTS
INC.
SECOND AMENDED AND
RESTATED
2000 NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN
1. Purpose . The
purpose of the Global Payments Inc. Amended and Restated 2000
Non-Employee Director Stock Option Plan (the “Plan”) is
to advance the interests of Global Payments Inc. (the
“Company”) by encouraging ownership of the
Company’s no par value common stock of the Company, and such
other securities of the Company as may be substituted for such
stock pursuant to Section 6 hereof (the “Common
Stock”) by certain non-employee directors of the Company,
thereby giving such directors an increased incentive to devote
their efforts to the success of the Company.
2. Administration .
Grants of options under this Plan are automatic. This Plan is
intended to be a “formula plan” for purposes of
Section 16(b) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and shall be interpreted
accordingly. The Board of Directors of the Company has authority to
interpret the Plan and otherwise administer the plan in accordance
with its terms.
3. Eligibility .
Except as provided otherwise in this Section 3, options under
the Plan shall be granted in accordance with Section 5 to each
Non-Employee Director (as defined below) of the Company; provided
that shares of the Company’s Common Stock remain available
for grant hereunder in accordance with Section 4. For purposes
of this Plan, a “Non-Employee Director” shall mean each
member of the Company’s Board of Directors who is not an
employee of the Company or any of its affiliates and who has not
been appointed or elected to the Board solely by reason of his or
her affiliation with a shareholder of the Company. Non-Employee
Director to whom an option is granted under the Plan shall be
referred to hereinafter as a “Grantee.”
4. Shares Subject to
Plan . The shares subject to the Plan shall be authorized but
unissued or reacquired shares of the Company’s Common Stock.
Subject to adjustment in accordance with the provisions of
Section 6 of the Plan, the maximum number of shares of Common
Stock for which options may be granted under the Plan shall be
400,000 and the initial adoption of the Plan by the Board of
Directors of the Company shall constitute a reservation of 400,000
authorized but unissued, or reacquired, shares of Common Stock for
issuance only upon the exercise of options granted under the Plan.
In the event that any outstanding option granted under the Plan for
any reason expires or is terminated prior to the end of the period
during which options may be granted under the Plan, the shares of
Common Stock allocable to the unexercised portion of such option
may again be subject in whole or in part to any option granted
under the Plan.
5. Terms and Conditions of
Options . Options granted pursuant to the Plan shall be
evidenced by Stock Option Agreements in such form as shall comply
with and be subject to the following terms and
conditions:
(a) Grant . Each
person who is a Non-Employee Director on the Effective Date shall
be granted on that date an option to purchase that number of shares
of the Company’s Common Stock having a Fair Market Value (as
defined in Section 5(b) below) on the date of grant equal to
$125,000. Each person who thereafter first becomes a Non-Employee
Director shall be granted on the date that he or she first becomes
a Non-Employee Director an option to purchase that number of shares
of the Company’s Common Stock having a Fair Market Value on
the date of grant equal to $125,000, multiplied by a fraction, the
numerator or which is the number of full months before the next
regularly scheduled annual shareholders meeting of the Company, and
the denominator of which is 12. In addition, as of the day
following the annual meeting of the Company’s public
shareholders in 2001, and on the day following each subsequent
annual meeting of the Company’s shareholders, each
Non-Employee Director serving as such on that date shall be granted
an option to purchase that number of shares of the Company’s
Common Stock having a Fair Market Value on the date of grant equal
to $125,000. Each such day that options are to be granted under the
Plan is referred to hereinafter as a “Grant
Date.”
If on any Grant Date, shares
of Common Stock are not available under this Plan to grant to
Non-Employee Directors the full amount of a grant contemplated by
the immediately preceding paragraph, then each Non-Employee
Director shall receive an option (a “Reduced Grant”) to
purchase shares of Common Stock in an amount equal to the number of
shares of Common Stock then available under the Plan divided by the
number of Non-Employee Directors as of the applicable Grant Date.
Fractional shares shall be ignored and not granted.
If a Reduced Grant has been
made and, thereafter, during the term of this Plan, additional
shares of Common Stock become available for grant (e.g., because of
the forfeiture or lapse of an option), then each person who was a
Non-Employee Director both on the Grant Date on which the Reduced
Grant was made and on the date additional shares of Common Stock
become available (a “Continuing Non-Employee Director”)
shall receive an additional option to purchase shares of Common
Stock. The number of newly available shares shall be divided
equally among the options granted to the Continuing Non-Employee
Directors; provided, however, that the aggregate number of shares
of Common Stock subject to a Continuing Non-Employee
Director’s additional option plus any prior Reduced Grant to
the Continuing Non-Employee Director on the applicable Grant Date
shall not exceed that number of shares having a Fair Market Value
equal to $125,000 as of the date on which the applicable Reduced
Grant was made. If more than one Reduced Grant has been made,
available options shall be granted beginning with the earliest such
Grant Date.
(b) Exercise Price .
The exercise price for each option granted under the Plan shall be
the Fair Market Value of the shares of Common Stock subject to the
option on the date of
grant of the option. For purposes of the
Plan, the “Fair Market Value” on any date, means
(i) if the Common Stock is listed on a securities exchange or
is traded over the Nasdaq National Market, the closing sales price
on such exchange or over such system on such date or, in the
absence of reported sales on such date, the closing sales price on
the immediately preceding date on which sales were reported, or
(ii) if the Common Stock is not listed on a securities
exchange or traded over the Nasdaq National Market, the mean
between the bid and offered prices as quoted by Na
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