Form of Performance Unit Award (U.S. Officers)



 Exhibit 10.3 
 GLOBAL PAYMENTS INC. 
 PERFORMANCE UNIT
AWARD CERTIFICATE 
 Non-transferable 
 GRANT TO 
 (“GRANTEE”) 
 by Global Payments Inc. (the “Company”) of Performance Units (the “Performance Units”) representing the right to earn, on a one-for-one basis, shares of the Company’s no par value common stock
(“Shares”), pursuant to and subject to the provisions of the Global Payments Inc. Amended and Restated 2005 Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following pages of this award certificate
(this “Certificate”). 
 The target number of Shares subject to this award is           
(the “Target Award”). Depending on the Company’s level of attainment of specified targets for revenue and diluted earnings per share for fiscal year 200  , Grantee may earn     % to
    % of the Target Award, in accordance with the matrices attached hereto as Exhibit A and the terms of this Certificate. 
 By accepting this Award, Grantee shall be deemed to have agreed to the terms and conditions of this Certificate and the Plan. 
 IN WITNESS WHEREOF,
Global Payments Inc., acting by and through its duly authorized officers, has caused this Certificate to be executed. 
  

					
	GLOBAL PAYMENTS INC.	  	Grant Date:
		 		  	Grant Number:
			
	By:	 	 	  	Accepted By Grantee:
	Its:	 	Authorized Officer	  	 








 TERMS AND CONDITIONS 
 1. Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan. In addition, for purposes of this Certificate: 
 (i) Performance Cycle means the 200   fiscal year of the Company beginning June 1, 200   and ending on May 31,
200  . 
 (ii) FY 0   Diluted EPS means “diluted earnings per share” as shown in the
Company’s Consolidated Statements of Income for the year ended May 31, 200  , as filed with the Securities and Exchange Commission on the Company’s Form 10-K for 200  , except that for purpose of this
Certificate, the FY 0   Diluted EPS will exclude the after-tax impact of restructuring and other non-recurring charges that are specifically excluded from the calculation of the Company’s “normalized” fiscal
200   diluted earnings per share, as described and quantified in the Company’s fiscal 200   year-end earnings press release, as approved by the Board. For clarity, the Company’s stock option expenses are
considered recurring costs and will be included in FY 0   Diluted EPS, even though these will be excluded from the Company’s “normalized” fiscal 200   diluted earnings per share. 
 (iii) FY 0   Revenue means “revenue” as shown in the Company’s Consolidated Statements of Income for the year ended
May 31, 200  , as filed with the Securities and Exchange Commission on the Company’s Form 10-K for 200  , except that for purpose of this Certificate, FY 0   Revenue will be rounded up or
down to the nearest whole million dollar level. 
 (iv) Conversion Date means the date of the Committee’s certification of the
Company’s attainment of FY 0   Diluted EPS and FY 0   Revenue, but no later than August 15, 200  . 
 2. Performance Units. The Performance Units have been credited to a bookkeeping account on behalf of Grantee. The Performance Units will be earned in whole, in part, or not at all, as provided on Exhibit A attached hereto. Any
Performance Units that fail to vest in accordance with the terms of this Certificate will be forfeited and reconveyed to the Company without further consideration or any act or action by Grantee. 
 3. Conversion to Shares. Except as otherwise provided in Section 4 below: 
 (i) 25% of the Performance Units that are earned based on performance will be converted to actual unrestricted Shares (one Share per vested Performance Unit) on the Conversion Date. These shares will be registered on
the books of the Company in Grantee’s name as of the Conversion Date and stock certificates for the Shares shall be delivered to Grantee or Grantee’s designee upon request of the Grantee, but delivery may be postponed for such period as
may be required for the Company with reasonable diligence to comply if deemed advisable by the Company, with registration requirements under the Securities Act of 1933, listing requirements under the rules of any stock exchange and requirements
under any other law or regulation applicable to the issuance or transfer of the Shares. 
 (ii) The remaining 75% of the Performance Units
that are earned based on performance will be converted to service-based Restricted Stock awards (one Restricted Share per Performance Unit) on the Conversion Date. Such Restricted Stock awards will be subject to the terms and conditions set forth in
a Restricted Stock Award Certificate in the form attached hereto as Exhibit B. 
 4. Termination of Employment. If Grantee’s employment is
terminated during the Performance Cycle, the following provisions of this Section 4 shall govern the vesting of the Performance Units: 
 (i) Death or Disability. If Grantee’s employment is terminated by reason of death or Disability, the number of Performance Units earned shall be determined at the end of the Performance Cycle based on actual performance as of
the end of the Performance Cycle. 
 (ii) Any Other Reason. If Grantee’s employment is terminated for any other reason, all of
the Performance Units shall be forfeited; provided, however, that in the case of Grantee’s Retirement or a termination of Grantee’s employment by the Company without Cause, the Committee may, but shall not be required to, determine that
some or all of the Performance Units shall be earned at the end of the Performance Cycle based on actual performance as of the end of the Performance Cycle. 







 5. Restrictions on Transfer and Pledge. No right or interest of Grantee in the Performance Units may be pledged,
encumbered, or hypothecated or be made subject to any lien, obligation, or liability of Grantee to any other party other than the Company or an Affiliate. The Performance Units may not be sold, assigned, transferred or otherwise disposed of by
Grantee other than by will or the laws of descent and distribution. 
 6. Restrictions on Issuance of Shares. If at any time the Committee shall
determine, in its discretion, that registration, listing or qualification of the Shares underlying the Performance Units upon any securities exchange or similar self-regulatory organization or under any foreign, federal, or local law or practice, or
the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the settlement of the Performance Units, stock units will not be converted to Shares in whole or in part unless and until such registration,
listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. 
 7. Limitation
of Rights. The Performance Units do not confer to Grantee or Grantee’s beneficiary, executors or administrators any rights of a shareholder of the Company unless and until Shares are in fact issued to such person in connection with the
units. Nothing in this Certificate shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s employment at any time, nor confer upon Grantee any right to continue in employment of the Company or
any Affiliate. 
 8. No Entitlement to Future Awards. The grant of the Performance Units does not entitle Grantee to the grant of any additional units
or other awards under the Plan in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of any grant, the number of units, and vesting provisions. 
 9. Payment of Taxes. The Company or any Affiliate employing Grantee has the authority and the right to deduct or withhold, or require Grantee to remit to the
employer, an amount sufficient to satisfy federal, state, and local taxes (including Grantee’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the vesting or settlement of the Performance
Units. The withholding requirement may be satisfied, in whole or in part, at the election of the Company’s general counsel, principal financial officer or comptroller, by withholding from the settlement of the stock units Shares having a Fair
Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as such officer establishes. The obligations of the Company under this
Certificate will be conditional on such payment or arrangements, and the Company and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to
Grantee. 
 10. Amendment. The Committee may amend, modify or terminate this Certificate without approval of Grantee; provided, however, that such
amendment, modification or termination shall not, without Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully vested (i.e., as if all restrictions on the Performance Units hereunder had expired) on
the date of such amendment or termination. 
 11. Plan Controls. The terms contained in the Plan shall be and are hereby incorporated into and made a
part of this Certificate and this Certificate shall be governed by and construed in accordance with the Plan. Without limiting the foregoing, the terms and conditions of the Performance Units, including the number of shares and the class or series
of capital stock which may be delivered upon settlement of the Performance Units, are subject to adjustment as provided in Article 15 of the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions
of this Certificate, the provisions of the Plan shall be controlling and determinative. Any conflict between this Certificate and the terms of a written employment or change-in-control agreement with Grantee that has been approved, ratified or
confirmed by the Committee prior to the Grant Date shall be decided in favor of the provisions of such employment or change-in-control agreement. 
 12.
Governing Law. This Certificate shall be construed in accordance with and governed by the laws of the State of Georgia, United States of America, regardless of the law that might be applied under principles of conflict of laws. 







 13. Severability. If any one or more of the provisions contained in this Certificate is deemed to be invalid,
illegal or unenforceable, the other provisions of this Certificate will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included. 
 14. Relationship to Other Benefits. The Performance Units shall not affect the calculation of benefits under any other compensation plan or program of the Company, except to the extent specially provided in
such other plan or program. 
 15. Notice. Notices and communications hereunder must be in writing and either personally delivered or sent by
registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to Global Payments Inc., 10 Glenlake Parkway, North Tower, Atlanta, Georgia 30328; Attn: Secretary, or any other address
designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company. 








 Performance Units 
 The Performance Units will be earned, in whole or in part, based on the Company’s FY 0   Revenue and FY 0   Diluted EPS, as follows: 
 Performance Matrix for FY 0   Revenue 
  

							
	 Degree of Performance Attainment
	  	Revenue (1) (2)	  	% of Target Award Earned (1)	 
	 Outstanding
	  	$	            	  	        	%
	 Target
	  	$	            	  	        	%
	 Threshold
	  	$	            	  	        	%
	 Less than Threshold
	  	<$	            	  	        	%



	(1)	Payouts between performance levels will be determined based on straight line interpolation. 


	(2)	Revenue goals shall be adjusted by the Committee to include the financial impact of acquisitions completed during fiscal year 200  , other than
small, add-on acquisitions (money transfer branches or other small transactions) up to the first $             in total revenue from all such transactions. 


Performance Matrix for FY 0   Diluted EPS 
  

							
	 Degree of Performance Attainment
	  	EPS (1) (2)	  	% of Target Award Earned (1)	 
	 Outstanding
	  	$	            	  	        	%
	 Target
	  	$	            	  	        	%
	 Threshold
	  	$	            	  	        	%
	 Less than Threshold
	  	<$	            	  	        	%



	(1)	Payouts between performance levels will be determined based on straight line interpolation. 


	(2)	Diluted EPS goals shall be adjusted by the Committee to include the financial impact of acquisitions completed during fiscal year 200  , other than
small, add-on acquisitions (money transfer branches or other small transactions) up to the first $         in total revenue from all such transactions. 

 Performance under each matrix is independent of performance under the other and the results are added together; provided, however, that if the threshold performance
level is not achieved on both of the matrices, then     % of the Target Award will be earned. For example: 
  

	 	•	 	If actual FY 0   Diluted EPS results in     % of the Target Award being earned and actual FY 0   Revenue results in
    % of the Target Award being earned, a total of     % of the Target Award will be earned. 

  

	 	•	 	If actual FY 0   Diluted EPS results in     % of the Target Award being earned and actual FY 0   Revenue results in 0%
of the Target Award being earned,     % of the Target Award will be earned. 








 GLOBAL PAYMENTS INC. 
 RESTRICTED STOCK AWARD CERTIFICATE 
 Non-transferable 
 GRANT TO 
 (“GRANTEE”) 
 by Global Payments Inc. (the “Company”) of 
 shares of its common stock, no par value (the “Shares”) pursuant to and subject to the provisions of the Global Payments Inc. Amended and Restated 2005
Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following pages of this award certificate (the “Terms and Conditions”). By accepting this Award, Grantee shall be deemed to have agreed to the terms and
conditions set forth in this Certificate and the Plan. 
 Unless sooner vested in accordance with Section 3 of the Terms and Conditions
or otherwise in the discretion of the Committee, the restrictions imposed under Section 2 of the Terms and Conditions will expire as to the following percentage of the Shares awarded hereunder, on the following respective dates; provided that
Grantee is then still employed by the Company or any of its Affiliates: 
  

			
	 Percentage of Shares
	  	 Date of Expiration of
Restrictions

	 33%
	  	[Year 1]
	 33%
	  	[Year 2]
	 34%
	  	[Year 3]

 IN WITNESS WHEREOF, Global Payments Inc., acting by and through its duly authorized officers, has
caused this Certificate to be executed. 
  

					
	GLOBAL PAYMENTS INC.	  	Grant Date:
		 		  	Grant Number:
			
	By:	 	 	  	Accepted by Grantee:
	Its:	 	Authorized Officer	  	 








 TERMS AND CONDITIONS 
 1. Grant of Shares. The Company hereby grants to the Grantee named on the cover page hereof, subject to the restrictions and the other terms and conditions set forth in the Plan and in this Certificate, the number of Shares indicated
on the cover page hereof of the Company’s no par value common stock (the “Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan. 
 2. Restrictions. The Shares are subject to each of the following restrictions. “Restricted Shares” mean those Shares that are subject to the
restrictions imposed hereunder which restrictions have not then expired or terminated. Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. If Grantee’s employment with the Company
or any Affiliate terminates for any reason other than as set forth in paragraph (b) of Section 3 hereof, then Grantee shall forfeit all of Grantee’s right, title and interest in and to the Restricted Shares as of the date of
employment termination, and such Restricted Shares shall revert to the Company. The restrictions imposed under this Section shall apply to all shares of the Company’s Stock or other securities issued with respect to Restricted Shares hereunder
in connection with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the Stock. 
 3. Expiration and Termination of Restrictions. The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted
Period”): 
  

	(a)	As to the percentages of the Shares specified on the cover page hereof, on the respective dates specified on the cover page hereof; provided Grantee is then still employed by the
Company or an Affiliate; or 

  

	(b)	Termination of Grantee’s employment by reason of death or Disability or, subject to the consent of the Committee, Grantee’s Retirement. 

 4. Delivery of Shares. The Shares will be registered on the books of the Company in Grantee’s name as of the Grant Date and will be held by the Company
during the Restricted Period in certificated or uncertificated form. If a certificate for Restricted Shares is issued during the Restricted Period with respect to such Shares, such certificate shall be registered in the name of Grantee and shall
bear a legend in substantially the following form: 
 “This certificate and the shares of stock represented hereby are subject to the terms and
conditions (including forfeiture and restrictions against transfer) contained in a Restricted Stock Award Certificate between the registered owner of the shares represented hereby and Global Payments Inc. Release from such terms and conditions shall
be made only in accordance with the provisions of such Certificate, copies of which are on file in the offices of Global Payments Inc.” 
 Stock
certificates for the Shares, without the above legend, shall be delivered to Grantee or Grantee’s designee upon request of Grantee after the expiration of the Restricted Period, but delivery may be postponed for such period as may be required
for the Company with reasonable diligence to comply if deemed advisable by the Company, with registration requirements under the Securities Act of 1933, listing requirements under the rules of any stock exchange, and requirements under any other law
or regulation applicable to the issuance or transfer of the Shares. 
 5. Voting and Dividend Rights. Grantee, as beneficial owner of the Shares,
shall have full voting and dividend rights with respect to the Shares during and after the Restricted Period. If Grantee forfeits any rights he may have under this Certificate in accordance with Section 2, Grantee shall no longer have any
rights as a shareholder with respect to the Restricted Shares or any interest therein and Grantee shall no longer be entitled to receive dividends on such stock. 
 6. No Right of Continued Employment. Nothing in this Certificate shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s employment at any time, nor confer upon Grantee any right
to continue in the employ of the Company or any Affiliate. 
 7. No Entitlement to Future Awards. The grant of this Award does not entitle Grantee to
the grant of any additional awards under the Plan in the future. Future grants, if any, will be at the sole discretion of the Company. 







 8. Payment of Taxes. Upon issuance of the Shares hereunder, Grantee may make an election to be taxed upon such
award under Section 83(b) of the Code. The Company or any Affiliate employing Grantee has the authority and the right to deduct or withhold, or require Grantee to remit to the employer, an amount sufficient to satisfy federal, state, and local
taxes (including Grantee’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the vesting of the Shares. The withholding requirement may be satisfied, in whole or in part, at the election of
the Company’s general counsel, principal financial officer or comptroller, by withholding from the settlement Shares having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be
withheld for tax purposes, all in accordance with such procedures as such officer establishes. The obligations of the Company under this Certificate will be conditional on such payment or arrangements, and the Company and, where applicable, its
subsidiaries will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee. 
 9.
Amendment. The Committee may amend, modify or terminate this Certificate without approval of Grantee; provided, however, that such amendment, modification or termination shall not, without Grantee’s consent, reduce or diminish the value
of this award determined as if it had been fully vested (i.e., as if all restrictions on the Restricted Shares hereunder had expired) on the date of such amendment or termination. 
 10. Plan Controls. The terms contained in the Plan shall be and are hereby incorporated into and made a part of this Certificate and this Certificate shall be governed by and construed in accordance with the
Plan. Without limiting the foregoing, the Restricted Shares are subject to adjustment as provided in Article 15 of the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Certificate,
the provisions of the Plan shall be controlling and determinative. Any conflict between this Certificate and the terms of a written employment or change-in-control agreement with Grantee that has been approved, ratified or confirmed by the Committee
prior to the Grant Date shall be decided in favor of the provisions of such employment or change-in-control agreement. 
 11. Governing Law. This
Certificate shall be construed in accordance with and governed by the laws of the State of Georgia, United States of America, regardless of the law that might be applied under principles of conflict of laws. 
 12. Severability. If any one or more of the provisions contained in this Certificate is deemed to be invalid, illegal or unenforceable, the other provisions of
this Certificate will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included. 
 13. Relationship to
Other Benefits. The Shares shall not affect the calculation of benefits under any other compensation plan or program of the Company, except to the extent specially provided in such other plan or program. 
 14. Notice. Notices and communications hereunder must be in writing and either personally delivered or sent by registered or certified United States mail, return
receipt requested, postage prepaid. Notices to the Company must be addressed to Global Payments Inc., 10 Glenlake Parkway, North Tower, Atlanta, Georgia 30328; Attn: Secretary, or any other address designated by the Company in a written notice to
Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.