Exhibit 10.48
HEARTLAND PAYMENT SYSTEMS,
INC.
2008 EQUITY INCENTIVE
PLAN
NOTICE OF STOCK OPTION
GRANT
Optionee Name: Robert O.
Carr
You have been granted an option to
purchase Common Stock of Heartland Payment Systems, Inc. (the
“ Company ”) as follows:
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Approval
Date:
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May 11,
2009
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Date of
Grant:
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May 11,
2009
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Exercise Price
per Share:
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$8.88
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Total Number of Shares Granted:
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465,000
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Total Exercise
Price:
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$4,129,200
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Type of
Option:
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465,000 Shares
Nonstatutory Stock Option
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Expiration
Date:
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May 11,
2014
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Vesting
Commencement Date:
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May 11,
2010
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Vesting/Exercise Schedule:
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So long as you
are in Continuous Service status with the Company (as defined in
the Heartland Payment Systems, Inc. 2008 Equity Incentive Plan),
the Shares underlying this Option shall vest and become exercisable
in accordance with the following schedule and subject to following
condition:
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May 11,
2010
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116,250
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May 11,
2011
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116,250
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May 11,
2012
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116,250
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May 11,
2013
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116,250
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Subject
to the price of the Company’s Common Stock closing at or
above $17.76 as reported by the New York Stock Exchange for 30
consecutive trading days at any time before May 11, 2013
(the
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“Vesting Requirement”). In the event
that the Vesting Requirement is satisfied at any time before
May 11, 2013, then all of the Shares underlying this Option
will vest in accordance with the above vesting schedule regardless
of the closing price of the Company’s common stock prior to
or subsequent to satisfying the Vesting Requirement. For the
purpose of clarity, if the Vesting Requirement is satisfied on
January 10, 2012, then the 232,500 Shares underlying this
Option will vest and become exercisable on January 10, 2012,
116,250 Shares underlying this Option will vest and become
exercisable on May 11, 2012 so long as you are in Continuous
Service status with the Company at that time and the remaining
116,250 Shares underlying this Option will vest become exercisable
on May 11, 2013 so long as you are in Continuous Service
status with the Company at that time.
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Change of
Control:
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In the event of
a Change of Control (as defined in the Heartland Payment Systems,
Inc. 2008 Equity Incentive Plan), the vesting of the Shares
underlying this Option shall accelerate and this Option shall
become immediately exercisable so long as the above described price
per share goal has previously been achieved in accordance with the
above Vesting/Exercise Schedule or the transaction price is the
equivalent of at least $17.76.
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Termination
Period:
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This Option may be exercised (as to vested
shares only) for (A) one (1) month after a voluntary
termination of Optionee’s employment or consulting
relationship, and (B) three (3) months after an
involuntary termination of Optionee’s employment or
consulting relationship except as set out in Section 5 of the
Option Agreement (but in no event later than the Expiration
Date).
Optionee is responsible for keeping
track of these exercise periods following termination for any
reason of his or her service relationship with the Company. The
Company will not provide further notice of such periods.
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Transferability:
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This Option may
not be transferred.
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No Employment or Service
Contract . In
addition, you agree and acknowledge that your rights to any Shares
underlying the Option will be earned only as you provide services
to the Company over time, that the grant of the Option is not as
consideration for services you rendered to the Company prior to
your Vesting Commencement Date, and that nothing in this Notice or
the attached documents confers upon you any right to continue your
employment or consulting relationship with the Company for any
period of time, nor does it interfere in any way with your right or
the Company’s right to terminate that relationship at any
time, for any reason, with or without Cause.
Definitions
. All capitalized terms in this Notice shall have
the meaning assigned to them in this Notice, the attached Stock
Option Agreement or the Plan.
By your signature and the signature
of the Company’s representative below, you and the Company
agree that this option is granted under and governed by the terms
and conditions of the Heartland Payment Systems, Inc. 2008 Equity
Incentive Plan and the Stock Option Agreement, both of which are
attached and made a part of this document. You further acknowledge
receipt of a copy of the Plan and the Stock Option Agreement,
represent that you have read and are familiar with their
provisions, and hereby accept the Option subject to all of their
terms and conditions.
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HEARTLAND
PAYMENT SYSTEMS, INC.
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By:
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/s/ Robert H.B. Baldwin,
Jr.
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Robert O.
Carr
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Name:
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Robert H.B.
Baldwin, Jr.
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Title:
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President and
Chief Financial Officer
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IRS Circular 230 Disclosure
: To ensure compliance with
requirements imposed by the IRS, we inform you that any tax advice
contained in this communication (including any attachments)
(i) was not intended or written to be used, and cannot be
used, for the purpose of avoiding any tax penalty and (ii) was
not written to promote, market or recommend the transaction or
matter addressed in the communication. Each taxpayer should seek
advice based on the taxpayer’s particular circumstances from
an independent tax advisor.
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HEARTLAND PAYMENT SYSTEMS,
INC.
2008 EQUITY INCENTIVE
PLAN
STOCK OPTION
AGREEMENT
1. Grant of Option .
Heartland Payment Systems, Inc., a Delaware corporation (the
“ Compan y”), hereby grants to Robert O. Carr
(“ Optionee ”), an option (the “
Option ”) to purchase the total number of shares of
Common Stock (the “ Shares ”) set forth in the
Notice of Stock Option Grant (the “ Notice ”),
at the exercise price per Share set forth in the Notice (the
“ Exercise Price ”) subject to the terms,
definitions and provisions of the Heartland Payment Systems, Inc.
2008 Equity Incentive Plan (the “ Plan ”)
adopted by the Company, which is incorporated in this Agreement by
reference. Unless otherwise defined in this Agreement, the terms
used in this Agreement shall have the meanings defined in the
Plan.
2. Designation of Option
. This Option is intended to be an Incentive Stock Option as
defined in Section 422 of the Code only to the extent so
designated in the Notice, and to the extent it is not so designated
or to the extent the Option does not qualify as an Incentive Stock
Option under Applicable Law, then it is intended to be and will be
treated as a Nonstatutory Stock Option.
Notwithstanding the above, if
designated as an Incentive Stock Option, in the event that the
Shares subject to this Option (and all other Incentive Stock
Options granted to Optionee by the Company or any Parent or
Subsidiary, including under other plans of t
