Exhibit 10(H)



 






Exhibit 10(h)




Form of Stock Option Agreement




CHECKFREE CORPORATION

INCENTIVE

STOCK OPTION AGREEMENT

UNDER THE

2002 STOCK INCENTIVE PLAN




     CheckFree Corporation (the “Company”) hereby grants, effective ________ (the “Effective Date”)
to [Name] (the “Optionee”) an option to purchase [number of shares] shares of its common stock, par
value $.01 (the “Option Shares”), at a price of [price] per share pursuant to the Company’s 2002
Stock Incentive Plan (the “Plan”), subject to the following:



     1. RELATIONSHIP TO THE PLAN. This option is granted pursuant to the Plan, and is in
all respects subject to the terms, provisions and definitions of the Plan and any amendments
thereto. The Optionee acknowledges receipt of a copy of the Plan and represents that he or she is
familiar with the terms and conditions thereof. The Optionee accepts this option subject to all
the terms and provisions of the Plan (including without limitation provisions relating to
nontransferability, exercise of the option, sale of the option shares, termination of the option,
adjustment of the number of shares subject to the option, and the exercise price of the option).
The Optionee further agrees that all decisions and interpretations made by the Stock Option
Committee (the “Committee”), as established under the Plan, and as from time to time constituted,
are final, binding, and conclusive upon the Optionee and his or her heirs. This option is an
Incentive Stock Option under the Plan.



     2. TIME OF EXERCISE. Prior to termination, this option may be exercised, from time to
time, in full or in part, by the Optionee to the extent the option is vested based upon the number
of full years the Optionee is an employee of the Company after the Effective Date (the “Vested
Percentage”) and remains exercisable (subject to the provisions herein and the Plan) until it has
been exercised as to all of the Shares or the tenth (10th) anniversary of the Effective Date,
whichever occurs first. The Optionee is entitled to exercise this option to the extent of the
percentage of, and not to exceed in the aggregate, the maximum number of the Shares, based upon the
Vested Percentage, from time to time, as determined in accordance with the schedule as determined
in accordance with the vesting schedule as reflected in the attached Grant Detail Report.
Notwithstanding the foregoing, this option may not be exercised unless (i) the Option Shares are
registered under the Securities Act of 1933, as amended, and are registered or qualified under
applicable state securities or “blue sky” laws, or (ii) the Company has received an opinion of
counsel to the Company to the effect that the option may be exercised and Option Shares may be
issued by the Company pursuant thereto without such registration or qualification. If this option
is not otherwise exercisable by reason of the foregoing sentence, the Company will take reasonable
steps to comply with applicable state and federal securities laws in connection with such issuance.



 









 





     3. METHODS OF EXERCISE. This option is exercisable by delivery to the Company of
written notice of exercise which specifies the number of shares to be purchased and the election of
the method of payment therefore, which will be one of the methods of payment specified in section
5.06 of the Plan. If payment is otherwise than payment in full in cash, the method of payment is
subject to the consent of the Committee. Upon receipt of payment for the shares to be purchased
pursuant to the option or, if applicable, the shares to be delivered pursuant to the election of an
alternative payment method, the Company will deliver or cause to be delivered to the Optionee, to
any other person exercising this option, or to a broker or dealer if the method of payment
specified in clause (f) of section 5.06 of the Plan is elected, a certificate or certificates for
the number of shares with respect to which this option is being exercised, registered in the name
of the Optionee or other person exercising the option, or if appropriate, in the name of such
broker or dealer; provided, however, that if any law or regulation or order of the Securities and
Exchange Commission or other body having jurisdiction over the exercise of this option will require
the Company or Optionee (or other person exercising this option) to take any action in connection
with the shares then being purchased, the delivery of the certificate or certificates for such
shares may be delayed for the period necessary to take and complete such action.



     4. ACQUISITION FOR INVESTMENT. This option is granted on the condition that the
acquisition of the Option Shares hereunder will be for the account of the Optionee (or other person
exercising this option) for investment purposes and not with a view to resale or distribution,
except that such condition will be inoperative if the Option Shares are registered under the
Securities Act of 1933, as amended, or if in the opinion of counsel for the Company such shares may
be resold without registration. At the time of any exercise of the option, the Optionee (or other
person exercising this option) will execute such further agreements as the Company may require to
implement the foregoing condition and to acknowledge the Optionee’s (or such other person’s)
familiarity with restrictions on the resale of the Option Shares under applicable securities laws.



     5. DISPOSITION OF SHARES. The Optionee or any other person who may exercise this
option will notify the Company within seven (7) days of any sale or other transfer of any Option
Shares. If any class of equity securities of the Company is registered pursuant to section 12 of
the Securities Exchange Act of 1934, as amended, and the Optionee or any other person who may
exercise this option is subject to section 16 of that Act by virtue of such Optionee’s or person’s
relationship to the Company, the Optionee or other person exercising this Option agrees not to sell
or otherwise dispose of any Option Shares unless at least six (6) months have elapsed from the
Effective Date.



     6. WITHHOLDING. As a condition to the issuance of any of the Shares under this
Option, Optionee or any person who may exercise this Option authorizes the Company to withhold in
accordance with applicable law from any salary, wages or other compensation for services payable by
the Company to or with respect to Optionee any and all taxes required to be withheld by the Company
under federal, state or local law as a result of such Optionee’s or such person’s receipt or
disposition of Shares purchased under this Option. If, for any reason, the Company is unable to
withhold all or any portion of the amount required to be withheld, Optionee (or any person who may
exercise this Option) agrees to pay to the Company upon exercise of this Option an amount equal to
the withholding required to be made less the amount actually withheld by the Company.



 









 





     7. GENERAL. This Agreement will be construed as a contract under the laws of the State
of Delaware without reference to Delaware’s choice of law rules. It may be executed in several
counterparts, all of which will constitute one Agreement. It will bind and, subject to the terms
of the Plan, benefit the parties and their respective successors, assigns, and legal
representatives.



     IN WITNESS WHEREOF, the Company and the Optionee have executed this Agreement as of the date
first above written.



	 	 	 	 	 	 	 
	OPTIONEE
	 	 CHECKFREE CORPORATION
	 
	 	 
	ID: [ID]
	 	 	 	 
	 
	 	 	 	 
	Name and Address:	 	 	 	 
	

	[Name]	 	 	 	 	 
	

	[Address]	 	 	 	 	 
	

	[City, State Zip]	 	 	 	 
	 

	 	 	 	 	By:	 
	

	 	 	 	 
	Signature:

	 	 	Its: