EXHIBIT 10.36
JACK HENRY & ASSOCIATES, INC.
1995 NON-QUALIFIED STOCK OPTION PLAN
(As Amended
Effective May 9, 2008)
Jack Henry &
Associates, Inc. (the "Company"), a Delaware corporation, hereby
formulates and adopts the following 1995 Non-Qualified Stock Option
Plan (the "Plan") for non-employee directors of the
Company.
1.
Purpose . The purpose of the Plan is to obtain for the
Company the benefits of the additional incentive inherent in the
ownership of Common Stock, $.01 par value per share, of the Company
("Common Stock"), by selected non-employee directors of the Company
who are important to the success and the growth of the business of
the Company, to help the Company retain the services of such
persons, and to compensate such persons for their service on the
Board of Directors.
2.
Stock Option Committee . The Board of Directors of the
Company shall appoint from among its members a Non-Qualified Stock
Option Committee (the "Committee"), consisting of no fewer than two
directors, none of whom shall be eligible to participate under the
Plan. The Committee shall select one of its members as Chairman and
shall adopt such rules and regulations as it shall deem appropriate
concerning the holding of its meetings and the transaction of its
business. A majority of the whole Committee shall constitute a
quorum, and the act of a majority of the members of the Committee
shall be the act of the Committee. Any member of the Committee may
be removed at any time either with or without cause by resolution
adopted by the Board of Directors of the Company; and any vacancy
on the Committee may at any time be filled by resolution adopted by
the Board of Directors.
3.
Stock Subject to Options . Subject to the provisions of
paragraph 13, the number of shares of Common Stock subject at any
one time to options granted under the Plan plus the number of such
shares then outstanding pursuant to exercises of options granted
under the Plan shall not exceed an aggregate of 1,200,000 shares.
If and to the extent that options granted under the Plan terminate
or expire in accordance with paragraph 8 without having been
exercised, new options may be granted with respect to the shares
covered by such terminated or expired options, provided that the
granting and terms of such new options shall in all respects comply
with the provisions of the Plan.
There shall be
reserved at all times for sale under the Plan a number of shares of
Common Stock (either authorized and unissued shares or shares held
in the Company's treasury, or both) equal to the maximum number of
shares which may be purchased pursuant to options granted or that
may be granted under the Plan.
Shares transferred
by the Company upon the exercise of any option granted under the
Plan may be shares of authorized and unissued Common Stock, shares
of issued Common Stock held in the Company's treasury, or
both.
4.
Administration . The Committee shall have the authority and
responsibility, within the limitations of the Plan, as amended or
modified from time to time, to calculate the "fair market value" of
shares subject to grant in accordance with paragraph 7, the terms
and provisions of the respective Option
Agreements (which need not be identical), and to make all other
determinations necessary or advisable for administering the
Plan.
Any
or all powers and functions of the Committee may at any time and
from time to time be exercised by the Board of Directors or the
Executive Committee thereof; provided, however, that such powers
and functions of the Committee may be exercised by the Board of
Directors or the Executive Committee, as the case may be, only if,
at the time of such exercise, a majority of the members of the
entire Board of Directors or the Executive Committee, as the case
may be, and a majority of the directors acting in the particular
matter, are not eligible to participate under the Plan.
5.
Eligible Participants . Options may be granted under the
Plan only to outside directors of the Company. An "outside
director" shall mean a director who is not at the time of the grant
of any option under the Plan to him, nor at any time within one
year prior thereto, an employee of the Company. An outside director
receiving any option under the Plan is hereinafter referred to as
an "Optionee".
6.
Grant of Options .
(a)
Annual Grants . On the third business day following the day
of each annual meeting of the stockholders of the Company, each
outside director shall automatically and without further action of
the Board or the Committee be granted a non-statutory stock option
(a stock option which does not qualify under Sections 422 or 423 of
the Internal Revenue Code of 1986) to purchase 10,000 shares of
Common Stock, subject to adjustment and substitution as set forth
below. If the number of shares then remaining available for the
grant of stock options under the Plan is not sufficient for each
outside director to be granted an option for 10,000 shares (or the
number of adjusted or substituted shares), then each outside
director shall be granted an option for a number of whole shares
equal to the number of shares then remaining available divided by
the number of outside directors, disregarding any fractions of a
share.
(b)
Grant Limitation . Notwithstanding any other provision of
this Plan, no outside director may be granted options to purchase
more than 300,000 shares of Common Stock pursuant to the
Plan.
7.
Price .
(a) The
option price of each share of Common Stock purchasable under any
option granted under the Plan shall be 100% of the "fair market
value" thereof at the time the option is granted.
(b) The
option price shall become immediately due upon exercise of the
option and shall be payable in one of the alternative forms
specified below: (1) full payment by certified check payable to the
Company; (2) full payment in shares of Common Stock having a fair
market value on the Exercise Date (as such term is defined below)
equal to the option price, which shares shall have been held for
more than six months by the individual; (3) any combination of
certified check payable to the Company and/or shares of Common
Stock valued at fair market value on the Exercise Date, equal in
the aggregate to the option price; or (4) by a "net exercise"
arrangement pursuant to which the Company will not require a
payment of the option price but will reduce the number of shares of
common stock issued upon the exercise by the largest number of
whole shares that has a fair market value on the Exercise Date that
does not exceed the aggregate option price. With respect to any
remaining balance of the aggregate option price, the Company will
accept a cash payment from the optionee. For purposes of this
subsection (b), the Exercise Date shall be the date on which
written notice of the exercise of the option is delivered to the
Company, together with payment of the option price for the
purchased shares.
(c) The
"fair market value" of a share on a particular date shall be: (1)
if shares of Common Stock are listed on such date on one or more
national securities exchanges or the National Market System of the
National Association of Securities Dealers, Inc. ("NASD"), the last
reported sale price of a share on such date as recorded on the
composite tape system or on the National Association of Securities
Dealers Automatic Quotation System ("NASDAQ"), or if no sale of
Common Stock took place on such date, the last reported sale price
of a share on the most recent day on which a sale of a share took
place as recorded by such system or on such exchange, as the case
may be; or (2) if Common Stock is not listed on such date on any
national securities exchange or the National Market System of the
NASD, the mean between the last closing bid and asked quotations of
a share of Common Stock on such date (or if none, on the most
recent date on which there were bid and asked quotations of a
share), as reported by NASDAQ, the National Quotation Bureau,
Incorporated, or other similar service selected by the Board of
Directors or the Committee.
8.
Exercisability, Vesting and Duration of Options . No option
granted under the Plan shall be exercisable until six months after
the date of grant. Subject to the foregoing, all options granted
under the Plan shall be fully vested and exercisable after the
fourth anniversary of the date of the director's first election or
appointment to the Board of Directors of the Company (the "Initial
Service Date"). For directors who have served less than four
continuous years, and subject to the first sentence of this
paragraph 8, options granted under the Plan shall vest and become
exercisable as follows:
(a) with
respect to 25% of the shares subject to option, after the
expiration of one year from the Initial Service Date;
(b) with
respect to 50% of the shares subject to option, after the
expiration of two years from the Initial Service Date;
(c) with
respect to 75% of the shares subject to option, after the
expiration of three years from the Initial Service Date.
Provided, however,
that any option granted under the
