TOTAL SYSTEM SERVICES, INC.
AMENDED AND REVISED
STOCK OPTION AGREEMENT
THIS AGREEMENT ("Agreement"), dated as of the ___
day of _____________, 200__, by and between TOTAL SYSTEM SERVICES, INC. (the
"Company"), a Georgia corporation having its principal office at
1600 First Avenue, Columbus, Georgia, and
___________________________ (the "Option Holder"), an employee of
the Company or a Subsidiary of the Company.
W I
T N
E S
S E
T H
:
WHEREAS, the Board of Directors of the Company has
adopted the Total System Services, Inc. 2007 Omnibus Plan (the
"Plan"); and
WHEREAS, the Company recognizes the value to it of
the services of the Option Holder and intends to provide the Option
Holder with added incentive and inducement to contribute to the
success of the Company; and
WHEREAS, the Company recognizes the potential
benefits of providing employees the opportunity to acquire an
equity interest in the Company and to more closely align the
personal interests of employees with those of other shareholders;
and
WHEREAS, effective _____________, pursuant to the
Plan, the Compensation Committee of the Board of Directors of the
Company: (a) granted to the Option Holder, pursuant to Section 6 of
the Plan, an Option in respect of the number of shares herein below
set forth, (b) designated the Option a Non-Qualified Stock Option,
and (c) fixed and determined the Option price and exercise and
termination dates as set forth below.
NOW THEREFORE, in consideration of the mutual
promises and representations herein contained and other good and
valuable consideration, it is agreed by and between the parties
hereto as follows:
1. The
terms, provisions and definitions of the Plan are incorporated by
reference and made a part hereof. All capitalized terms in this
Agreement shall have the same meanings given to such terms in the
Plan except where otherwise noted.
2. Subject
to and in accordance with the provisions of the Plan, the Company
hereby grants to the Option Holder a Non-Qualified Stock Option to
purchase, on the terms and subject to the conditions hereinafter
set forth, all or any part of an aggregate of NUMBER OF OPTIONS shares of the
Common Stock ($.10 par value) of the Company at the purchase price
of $____ per share, exercisable in the amounts and at the times set
forth in this Paragraph 2, unless the Compensation Committee, in
its sole and exclusive discretion, shall authorize the Option
Holder to exercise all or part of the Option at an earlier
date.
The Option may be exercised on or after
______________, as provided in the Plan.
[OR]
1
The Option may be exercised in accordance with the
following schedule as provided in the Plan:
|
|
If employment
|
Percentage of
|
|
|
continues through
|
Option Exercisable
|
|
|
_____________, 20___
|
____%
|
|
|
_____________, 20___
|
____%
|
|
|
_____________, 20___
|
____%
|
In the event of Option Holder’s death or total
and permanent disability, Option Holder (or the legal
representative of Option Holder’s estate or legatee under
Option Holder’s will) shall be able to exercise the Option in
full for the remainder of the Option’s term.
[The Option may also be exercised in full
