EX-10.40 AMENDED AND REVISED STOCK OPTION AGMT






Exhibit 10.40




TOTAL SYSTEM SERVICES, INC.

AMENDED AND REVISED STOCK OPTION AGREEMENT



THIS AGREEMENT (“Agreement”) is made effective as of [DATE] by and between TOTAL SYSTEM SERVICES,
INC., a Georgia corporation (the “Company”), a Georgia corporation having its principal office at
One TSYS Way, Columbus, Georgia 31901, and                      (“Option Holder”), an employee of the
Company or a Subsidiary of the Company.




W I T N E S E T H:




     WHEREAS, the Board of Directors of the Company has adopted the Total System Services, Inc.
[2007] [2008] 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 ($0.10 par value) of the Company at the purchase price of $                     are, 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]


[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 for the remainder of the Option’s term in the event
Option Holder’s
employment with the Company terminates after the Option Holder has attained age 65.]



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     [In addition, the Option may be exercised in the event Option Holder’s employment with Company
terminates after Option Holder has attained age 62 (or greater) with 15 or more years of service.]



     [The Option may also be exercised in full for the remainder of the Option’s term in the event
the Option Holder’s employment is involuntarily terminated by the Company without Cause after
Option Holder has attained 10 years of service. For purposes of this Agreement, “Cause” shall mean
(i) the willful and continued failure of Option Holder to perform substantially his or her duties
with the Company or one of its subsidiaries; or (ii) the willful engaging by Option Holder in
illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.]



     [In the event of Option Holder’s separation of employment for any reason other than the
reasons listed above, Option Holder shall be able to exercise the Option to the extent the Option
was exercisable at the time of such separation of employment for 90 days following the date of such
separation of employment.]



     Unless sooner terminated as provided in the Plan or in this Agreement, the Option shall
terminate, and all rights of the Option Holder hereunder shall expire on                     . In no
event may the Option be exercised after                     .



     3. The Option or any part thereof, may, to the extent that it is exercisable, be exercised in
the manner provided in the Plan. Payment of the aggregate Option price for the number of shares
purchased and any withholding taxes shall be made in the manner provided in the Plan.



     4. The Option or any part thereof may be exercised during the lifetime of the Option Holder
only by the Option Holder and only while the Option Holder is in the employ of the Company, except
as otherwise provided in the Plan.



     5. Unless otherwise designated by the Compensation Committee, the Option shall not be
transferred, assigned, pledged or hypothecated in any way. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of a nontransferable Option or any right or privilege
confirmed hereby contrary to the provisions hereof, the Option and the rights and privileges
confirmed hereby shall immediately become null and void.



     6. In the event of any merger, reorganization, consolidation, recapitalization, stock
dividend, or other change in corporate structure affecting the Company’s Stock, any necessary
adjustment shall be made in accordance with the provisions of Section 4.4 of the Plan.



     7. In the event of a Change of Control (as defined in Section 2.8 of the Plan) and Option
Holder’s subsequent termination of employment within two years following the date of such Change of
Control either (i) by the Company for any reason other than Cause or (ii) by the Option Holder for
Good Reason (as the terms “Cause” and “Good Reason” are defined in the Company’s Change of Control
Plan Document, the provisions of which are incorporated herein by reference), the Option may be
immediately exercised in full as of the date of such employment termination and the Option may be
exercised in full for the remainder of the Option’s term.



     8. Any notice to be given to the Company shall be addressed to the President of the Company at
One TSYS Way, Columbus, Georgia 31901.



     9. Nothing herein contained shall affect the right of the Option Holder to participate in and
receive benefits under and in accordance with the provisions of any pension, insurance or other
benefit plan or program of the Company as in effect from time to time and for which the Option
Holder is eligible.



     10. Nothing herein contained shall affect the right of the Company, subject to the terms of
any written contractual arrangement to the contrary, to terminate the Option Holder’s employment at
any time for any reason whatsoever.



     11. This Agreement shall be binding upon and inure to the benefit of the Option Holder, his
personal representatives, heirs legatees, but neither this Agreement nor any rights hereunder shall
be assignable or otherwise transferable by the Option Holder except as expressly set forth in this
Agreement or in the Plan.



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     12. The Compensation Committee may (in its sole discretion) direct that the Company recover
all or a portion of any incentive award, including the Option and the proceeds from the exercise of
said Options, if such incentive award is computed using materially misstated financial information
or other performance metric criteria. The amount to be recovered shall be equal to the excess of
the incentive award paid or granted over the incentive award that would have been paid or granted
had such financial information or performance metric been fairly stated, or any greater or lesser
amount (up to the entire incentive award) that the Compensation Committee shall determine. The
Compensation Committee shall determine whether the Company shall effect any such recovery: (i) by
seeking repayment, (ii) by reducing (subject to applicable law and the terms and conditions of the
applicable plan, program or arrangement ) the amount that would otherwise be payable under any
compensatory plan, program, or arrangement maintained by the Company, (iii) by withholding payment
of future increases in compensation (including the payment of any discretionary bonus amount) or
grants of compensatory awards that would otherwise have been made in accordance with the Company’s
otherwise applicable compensation practices, or (iv) by any combination of the foregoing.



     [Company has issued the Option with the foregoing terms and conditions in accordance with the
provisions of the Plan. You will be deemed to have agreed to the foregoing terms and conditions of
the Option unless you object by providing written notice to the TSYS Compensation Department within
thirty (30) days after your receipt of this Agreement.]



     [OR]



     [IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this
Agreement, and Option Holder has executed this Agreement as set forth below.



	 	 	 	 	 	 	 	 	 	 	 
	TOTAL SYSTEM SERVICES, INC.	 	 	 	OPTION HOLDER	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Signature	 	 
	Title:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date:
	 	 	 	]
	 

	 	 
	 	 	 	 	 	 	 	 






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