Stock Option Cancellation Agrmt with Neal C. Hanse


  Exhibit 10.51
 STOCK OPTION CANCELLATION AGREEMENT
          This Stock Option Cancellation Agreement is entered into as of August 30, 2002, by and between CSG SYSTEMS INTERNATIONAL, INC., a Delaware corporation (the “Company”), and NEAL C. HANSEN (“Grantee”). 
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          The Company and Grantee hereby agree as follows: 
          1.       In consideration of and in exchange for the award to Grantee of 110,000 shares of the Common Stock of the
Company as a Restricted Stock Award pursuant to the 1996 Stock Incentive Plan of the Company, the terms and conditions of such Restricted Stock Award being set forth in a Restricted Stock Award Agreement dated as of August 30, 2002, between Grantee
and the Company entered into concurrently with this agreement (the “Award Agreement”), Grantee hereby surrenders to the Company for cancellation all of the following Stock Options (or the stated portions thereof) previously granted to
Grantee under the 1996 Stock Incentive Plan of the Company (collectively, the Options”): 

	 	(a)	 	3,742 of the 400,000 shares of Common Stock covered by the Stock Option granted on November 17, 1998, consisting of the 3,742 Incentive Stock Option shares;
	 	 	 
	 	(b)	 	Stock Option covering 60,000 shares of Common Stock granted on January 7, 2000; 
	 	 	 
	 	(c)	 	Stock Option covering 100,000 shares of Common Stock granted on January 17, 2001; and
	 	 	 
	 	(d)	 	275,012 of the 370,000 shares of Common Stock covered by the Stock Option granted on December 14, 2001, consisting of (i) the 98,667 shares as to which such Stock Option first becomes exercisable on January 17, 2006, (ii)
the 98,667 shares as to which such Stock Option first becomes exercisable on January 17, 2005, and (iii) 77,678 of the 98,666 shares as to which such Stock Option first becomes exercisable on January 17, 2004. 


          2.       The Options, to the extent set forth above, hereby are cancelled, effective as of August 30, 2002, and
shall have no further force or effect; and Grantee shall have no further rights of any kind under any of the Stock Option Agreements with the Company which evidenced the grant of the Options. 
          3.       This agreement shall be binding upon and inure to the benefit of the Company and the Grantee and their
respective heirs, personal representatives, successors, and assigns.
    





           4.       The Company agrees to recommend to the Compensation Committee of the
Board of Directors of the Company that, not sooner than March 1, 2003, such Committee grant new stock options to Grantee under the 1996 Stock Incentive Plan of the Company. However, Grantee understands and acknowledges that such future grant, if
any, and its terms and the number of shares of Common Stock of the Company covered by any such future grant are subject to all of the relevant terms and provisions of the 1996 Stock Incentive Plan of the Company and to the discretion of such
Committee.
          5.       Grantee agrees to and hereby does fully and forever release, discharge, and waive
any and all claims, complaints, causes of action, or demands of whatever kind which Grantee now has or at any time hereafter may have against the Company or against any of the Company’s subsidiaries, affiliates, predecessors, and successors or
against any of their respective past and present directors, officers, and employees by reason of any event, matter, cause, or thing which occurred on or prior to the date of this agreement arising out of, involving, or related to the grant,
ownership, or cancellation of the Options. Notwithstanding the foregoing provisions of this Paragraph 5, Grantee does not waive any rights which Grantee may have to require the issuance and delivery of shares of the Common Stock of the Company
pursuant to the Award Agreement. 
          6.       This agreement and the Award Agreement constitute the
entire agreement of the Company and Grantee with respect to the subject matter of this agreement, and there are no other or further promises, understandings, or agreements between the Company and Grantee with respect to the Common Stock of the
Company or any existing or future options to acquire shares of such Common Stock. 
          7.       This
agreement shall be governed by and construed in accordance with the laws of Delaware. 
          IN WITNESS WHEREOF, the Company and Grantee have executed this Stock
Option Cancellation Agreement as of the date first above written. 

		 	COMPANY:

CSG SYSTEMS INTERNATIONAL, INC.,
a Delaware corporation
	
	 	By: 	
/s/ JOHN. P POGGE
				

	 	 	 	John P. Pogge, President



		 	 	GRANTEE:
	
	 	 	
/s/ NEAL C. HANSEN
				

	 	 	 	Neal C. Hansen


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