Exhibit 10.21


 


 




 





 


AMENDED AND RESTATED

STOCK OPTION AGREEMENT


 


UNDER


 


TRANSACTION SYSTEMS ARCHITECTS, INC.


1999 STOCK OPTION PLAN


as amended by


the Stockholders on February 22, 2000,


the Board of Directors on May 5, 2000,


the Stockholders on February 20, 2001, and


the Stockholders on February 19, 2002


 


US MASTER




 





 


 





















 


TABLE OF CONTENTS


 


	
  1.

  	
  GRANT OF NON-QUALIFIED STOCK OPTION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  TERMS OF PLAN

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  EXERCISE PRICE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  EXERCISE OF OPTION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Time of Exercise of Option

  	
   

  
	
   

  	
  4.2

  	
  Acceleration of Option

  	
   

  
	
   

  	
  4.3

  	
  Termination of Option

  	
   

  
	
   

  	
  4.4

  	
  Effect of Optionee’s Disability or Death

  	
   

  
	
   

  	
  4.5

  	
  Limitations on Exercise of Option

  	
   

  
	
   

  	
  4.6

  	
  Method of Exercise of Option

  	
   

  
	
   

  	
   

  	
  Cash Exercise

  	
   

  
	
   

  	
   

  	
  Same-Day-Sale Exercise

  	
   

  
	
   

  	
   

  	
  Sell-to-Cover Exercise

  	
   

  
	
   

  	
  4.7

  	
  Parachute Limitations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  TRANSFERABILITY OF OPTIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  RIGHTS AS STOCKHOLDER

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  WITHHOLDING OF TAXES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  DISCLAIMER OF RIGHTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  INTERPRETATION OF THIS OPTION AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  GOVERNING LAW

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  BINDING EFFECT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  NOTICE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  ENTIRE AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SIGNATURE PAGE (TO BE
  COMPLETED AND RETURNED)

  	
   

  
					



 





















 


AMENDED AND RESTATED

STOCK OPTION AGREEMENT


TRANSACTION SYSTEMS ARCHITECTS, INC.


1999 STOCK OPTION PLAN


as amended by


the Stockholders on February 22, 2000,


the Board of Directors on May 5, 2000,


the Stockholders on February 20, 2001, and


the Stockholders on February 19, 2002


 


This Stock
Option Agreement (the “Option Agreement”) is made as of __________, by and between Transaction Systems Architects, Inc., (“TSA”)
a Delaware corporation (the “Corporation”) and _______________,
an employee of the Corporation or its subsidiaries (the “Optionee”).


 


WHEREAS, the
Board of Directors of the Corporation has duly adopted and approved the 1999
Stock Option Plan (the “Plan”), which Plan authorizes the Corporation to grant
to eligible individuals options for the purchase of shares of the Corporation’s
Class A Common Stock (the “Stock”); and


 


WHEREAS, the
Corporation has determined that it is desirable and in its best interests to
grant the Optionee, pursuant to the Plan, an option to purchase a certain
number of shares of Stock, in order to provide the Optionee with an incentive
to advance the interests of the Corporation, all according to the terms and conditions
set forth herein.


 


NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto do hereby agree as follows:


 


1.                GRANT OF NON-QUALIFIED STOCK OPTION


 


Subject to the
terms of the Plan, the Corporation hereby grants to the Optionee the right and
option (the “Option”) to purchase from the Corporation, on the terms and
subject to the conditions set forth in the Plan and in this Agreement, ___________ shares of Class A Common
Stock.  The Date of Grant of this Option
is __________. 
This Option shall not constitute an incentive
stock option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the “Code”).


 


2.                TERMS OF PLAN


 


The Option
granted pursuant to this Option Agreement is granted subject to the terms and
conditions set forth in the Plan, a copy of which is attached to this Option
Agreement.  All terms and conditions of
the Plan, as may be amended from time to time, are hereby incorporated into
this Option Agreement by reference and shall be 


 





















 


deemed to be
part of this Option Agreement, without regard to whether such terms and
conditions (including, for example, provisions relating to certain changes in
capitalization of the Corporation) are not otherwise set forth in this Option
Agreement.  In the event that there is
any inconsistency between the provisions of this Option Agreement and of the
Plan, the provisions of the Plan shall govern.


 


3.                EXERCISE PRICE


 


The Exercise
Price for the shares of Stock subject to the Option granted by this Option
Agreement is $__________ per share.


 


4.                EXERCISE OF OPTION


 


Except as
otherwise provided herein, and subject to the provisions of the Plan (including
restrictions on the transferability of the Option and special provisions
relating to exercise or termination of the Option following the Optionee’s
termination of employment, disability, death or retirement or certain changes
in capitalization of the Corporation), the Option granted pursuant to this
Option Agreement shall be subject to exercise as follows:


 


4.1              Time of Exercise of Option


 


The Optionee
may exercise the Option (subject to the limitations on exercise set forth in
this Agreement and in the Plan), in installments as follows:


 


(i)                Subject to Section 4.2,
no Option may be exercised during the first year from the Original Date of
Grant;


 


(ii)               Subject to Section 4.2,
after one year from the Original Date of Grant, the Option shall be exercisable
in respect of 33 and 1/3 percent of the number of shares specified in Section 1
above; and


 


(iii)              Subject to Section 4.2,
after the expiration of each of the second, and third years from the Original
Date of Grant, the Option shall be exercisable in respect of an additional 33
and 1/3 percent of such shares specified in Section 1 above.


 


The foregoing installments, to the extent
not exercised, shall accumulate and be exercisable, in whole or in part, at any
time and from time to time, after becoming exercisable and prior to the
termination of the Option; provided, that no single exercise of the Option
shall be for less than 100 shares, unless at the time of the exercise, the
maximum number of shares available for purchase under this Option is less than
100 shares.  In no event shall the Option
be exercised for a fractional share.


 


2





















 


4.2              Acceleration of Option.


 


Notwithstanding
any other provision of this Agreement to the contrary, the Option granted
hereby shall become immediately exercisable upon the occurrence of a Change in
Control (as hereinafter defined) of the Corporation if Optionee is an employee
of the Corporation or any of its subsidiaries on the date of the consummation
of such Change in Control.


 


For purposes of this Section 4.2, a “Change
in Control” means the occurrence of any of the following events:


 


(i) any
individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act) (a “Person”) is or becomes the beneficial owner
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
more of the combined voting power of the then-outstanding Voting Stock of the
Corporation; provided, however, that:


 


(1) for
purposes of this paragraph (i), the following acquisitions shall not constitute
a Change in Control: (A) any acquisition of Voting Stock of the Corporation
directly from the Corporation that is approved by a majority of the Incumbent
Directors, (B) any acquisition of Voting Stock of the Corporation by the
Corporation or any subsidiary of the Corporation, (C) any acquisition of Voting
Stock of the Corporation by the trustee or other fiduciary holding securities
under any employee benefit plan (or related trust) sponsored or maintained by
the Corporation or any subsidiary of the Corporation, and (D) any acquisition
of Voting Stock of the Corporation by any Person pursuant to a Business
Transaction that complies with clauses (A), (B) and (C) of subparagraph (i)(3)
below;


 


(2) if any
Person is or becomes the beneficial owner of 20% or more of combined voting
power of the then-outstanding Voting Stock of the Corporation as a result of a
transaction described in clause (A) of subparagraph (i)(1) above and such
Person thereafter becomes the beneficial owner of any additional shares of
Voting Stock of the Corporation representing 1% or more of the then-outstanding
Voting Stock of the Corporation, other than in an acquisition directly from the
Corporation that is approved by a majority of the Incumbent Directors or other
than as a result of a stock dividend, stock split or similar transaction effected
by the Corporation in which all holders of Voting Stock are treated equally,
such subsequent acquisition shall be treated as a Change in Control;


 


(3) a Change
in Control will not be deemed to have occurred if a Person is or becomes the
beneficial owner of 20% or more of the Voting Stock of the Corporation as a
result of a reduction in the number of shares of Voting Stock of the
Corporation outstanding pursuant to a transaction or series of transactions
that is approved by a majority of the Incumbent Directors unless and until such
Person thereafter becomes the beneficial owner of any additional shares of
Voting Stock of the Corporation 


 


3





















 


representing 1% or more of the
then-outstanding Voting Stock of the Corporation, other than as a result of a
stock dividend, stock split or similar transaction effected by the Corporation
in which all holders of Voting Stock are treated equally; and


 


(4) if at
least a majority of the Incumbent Directors determine in good faith that a
Person has acquired beneficial ownership of 20% or more of the Voting Stock of
the Corporation inadvertently, and such Person divests as promptly as
practicable but no later than the date, if any, set by the Incumbent Board a
sufficient number of shares so that such Person beneficially owns less than 20%
of the Voting Stock of the Corporation, then no Change in Control shall have
occurred as a result of such Person’s acquisition; or


 


(ii) a
majority of the Board ceases to be comprised of Incumbent Directors; or


 


(iii) the
consummation of a reorganization, merger or consolidation, or sale or other
disposition of all or substantially all of the assets of the Corporation or the
acquisition of the stock or assets of another corporation, or other transaction
(each, a “Business Transaction”), unless, in each case, immediately following
such Business Transaction (A) the Voting Stock of the Corporation outstanding
immediately prior to such Business Transaction continues to represent (either
by remaining outstanding or by being converted into Voting Stock of the
surviving entity or any parent thereof), more than 60% of the combined voting
power of the then outstanding shares of Voting Stock of the entity resulting
from such Business Transaction (including, without limitation, an entity which
as a result of such transaction owns the Corporation or all or substantially
all of the Corporation’s assets either directly or through one or more
subsidiaries), (B) no Person (other than the Corporation, such entity resulting
from such Business Transaction, or any employee benefit plan (or related trust)
sponsored or maintained by the Corporation, any subsidiary of the Corporation
or such entity resulting from such Business Transaction) beneficially owns,
directly or indirectly, 20% or more of the combined voting power of the then
outstanding shares of Voting Stock of the entity resulting from such Business
Transaction, and (C) at least a majority of the members of the Board of
Directors of the entity resulting from such Business Transaction were Incumbent
Directors at the time of the execution of the initial agreement or of the
action of the Board providing for such Business Transaction; or


 


(iv) approval
by the shareholders of the Corporation of a complete liquidation or dissolution
of the Corporation, except pursuant to a Business Transaction that complies
with clauses (A), (B) and (C) of paragraph (iii).


 


For purposes
of this Section 4.2, the term “Exchange Act” means the Securities Exchange
Act of 1934, as amended.


 


For purposes
of this Section 4.2, the term “Incumbent Directors” means the 


 


4





















 


individuals
who, as of the date hereof, are Directors of the Corporation and any individual
becoming a Director subsequent to the date hereof whose election, nomination
for election by the Corporation’s shareholders, or appointment, was approved by
a vote of at least two-thirds of the then Incumbent Directors (either by a
specific vote or by approval of the proxy statement of the Corporation in which
such person is named as a nominee for director, without objection to such
nomination); provided, however, that an individual shall not be
an Incumbent Director if such individual’s election or appointment to the Board
occurs as a result of an actual or threatened election contest (as described in
Rule 14a-12(c) of the Exchange Act) with respect to the election or removal of
Directors or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board.


 


For purposes
of this Section 4.2, the term “Voting Stock” means securities entitled to
vote generally in the election of directors.


 


4.3              Termination of Option


 


The Option
shall terminate upon the earlier of the expiration of a period of (i) ten years
from the Original Date of Grant, or (ii) one month from the date of the
Optionee’s termination of employment with the Corporation or a subsidiary; provided,
however, that if such termination of employment falls within the scope of
one of the provisions of the Plan providing for an extended exercise period in
excess of one month, the Option shall terminate upon the expiration of the
extended period, as specified in such provision, after the Optionee’s
termination of employment with the Corporation or a subsidiary within which the
Option is exercisable.


 


4.4              Effect of Optionee’s Disability or
Death


 


If the
Optionee ceases to be an Employee of the Corporation or a Subsidiary of the
Corporation by reason of Disability, the unexercised portion of any Option held
by such Optionee at that time will become immediately vested and will be
exercisable for the shorter of one year from the date on which the Optionee
ceased to be so employed or the remaining Option term.  If the Optionee does not exercise the Option
within the time specified, such Option shall terminate.  The Corporation shall have the authority to
determine the date an Optionee ceases to be an Employee by reason of
Disability.


 


If
the Optionee dies while employed by the Corporation or a Subsidiary of the
Corporation (or dies within a period of one month after ceasing to be an
Employee for any reason other than Disability or within a period of one year
after ceasing to be an Employee by reason of Disability), the unexercised
portion of any Option held by such Optionee at the time of death will become
immediately vested and will be exercisable for the shorter of one year from the
date of such Optionee’s death, or the remaining Option term.  Such Option may be exercised by the executor
or administrator of the Optionee’s estate or by any person or persons who shall
have acquired the Option directly from the Optionee by bequest or
inheritance.  If the Option is not
exercised within the time specified, such Option shall terminate.


 


5





















 


4.5              Limitations on Exercise of Option


 


Notwithstanding
the foregoing Subsections, in no event may the Option be exercised, in whole or
in part, after ten years following the Original Date of Grant, or after the
occurrence of an event which results in termination of the Option under the
Plan.


 


4.6              Method of Exercise of Option


 


Cash Exercise
(to exercise and retain the Shares): 
Subject to the terms and conditions of this Option Agreement, the Option
may be exercised by delivering written notice of exercise to the Corporation,
at its principal office, addressed to the attention of Stock Option
Administration, or to the agent/broker designated by the Corporation, which
notice shall specify the number of shares for which the Option is being
exercised, and shall be accompanied by payment in full of the Exercise Price of
the shares for which the Option is being exercised plus the full amount of all
applicable withholding taxes due on the Option exercise.  Payment of the Exercise Price for the shares
of Stock purchased pursuant to the exercise of the Option shall be made either
in cash or by certified check payable to the order of the Corporation.  If the person exercising the Option is not
the Optionee, such person shall also deliver with the notice of exercise
appropriate proof of his or her right to exercise the Option, as the
Corporation may require in its sole discretion. 
Promptly after exercise of the Option as provided for above, the
Corporation shall deliver to the person exercising the Option a certificate or
certificates for the shares of Stock being purchased.


 


Same-Day-Sale Exercise
(to exercise and immediately sell all the Shares):  Subject to the terms and conditions of this
Option Agreement, the Option may be exercised by delivering written notice of
exercise to the agent/broker designated by the Corporation, which notice shall
specify the number of shares for which the Option is being exercised and
irrevocable instructions to promptly (1) sell all of the shares of Stock to be issued
upon exercise and (2) remit to the Corporation the portion of the sale proceeds
sufficient to pay the Exercise Price for the shares of Stock purchased pursuant
to the exercise of the Option and all applicable taxes due on the Option
exercise.  The agent/broker shall request
issuance of the shares and immediately and concurrently sell the shares on the
Optionee’s behalf.  Payment of the
Exercise Price for the shares of Stock purchased pursuant to the exercise of
the Option, any brokerage fees, transfer fees, and all applicable taxes due on
the Option exercise, shall be deducted from the proceeds of the sale of the
shares.  If the person exercising the
Option is not the Optionee, such person shall also deliver with the notice of
exercise appropriate proof of his or her right to exercise the Option, as the
Corporation may require in its sole discretion. 
Promptly after exercise of the Option as provided for above, the
agent/broker shall deliver to the person exercising the Option the net proceeds
from the sale of the shares of Stock being exercised and sold.


 


Sell-to-Cover Exercise
(to exercise and immediately sell a portion of the Shares):  Subject to the terms and conditions of this
Option Agreement, the Option may be 


 


6





















 


exercised by
delivering written notice of exercise to the agent/broker designated by the
Corporation, which notice shall specify the number of shares for which the
Option is being exercised and irrevocable instructions to promptly (1) sell the
portion (which must be a whole number) of the shares of Stock to be issued upon
exercise sufficient to generate proceeds to pay the Exercise Price for the
shares of Stock purchased pursuant to the exercise of the Option, any brokerage
or transfer fees, and all applicable taxes due on the Option exercise
(collectively the “Exercise Costs”) and (2) remit to the Corporation a
sufficient portion of the sale proceeds to pay the Exercise Price for the
shares of Stock purchased pursuant to the exercise of the Option and all
applicable taxes due on the Option exercise. 
The agent/broker shall request issuance of the shares and immediately
and concurrently sell on the Optionee’s behalf only such number of the Shares
as is required to generate proceeds sufficient to pay the Exercise Costs.  Promptly after exercise of the Option as
provided for above, the Corporation shall deliver to the person exercising the
Option a certificate for the shares of Stock issued upon exercise which are not
sold to pay the Exercise Costs.  Promptly
after exercise of the Option as provided for above, the agent/broker shall
deliver to the person exercising the Option any net proceeds from the sale of
the Shares in excess of the Exercise Costs. 
If the person exercising the Option is not the Optionee, such person
shall also deliver with the notice of exercise appropriate proof of his or her
right to exercise the Option, as the Corporation may require in its sole
discretion.


 


The Option
shall not be exercisable if and to the extent the Corporation determines such
exercise or method of exercise would violate applicable securities laws, the
rules and regulations of any securities exchange or quotation system on which
the Stock is listed, or the Company’s policies and procedures.  An attempt to exercise the Option granted
hereunder other than as set forth above shall be invalid and of no force and
effect.


 


4.7              Parachute Limitations


 


Notwithstanding
any other provision of this Option Agreement or the Plan or any other
agreement, contract or understanding heretofore or hereafter entered into by
the Optionee with the Corporation (or any subsidiary or affiliate thereof),
except an agreement, contract or understanding hereafter entered into that
expressly modifies or excludes application of this Subsection (the “Other
Agreements”), and notwithstanding any formal or informal plan or other
arrangements heretofore or hereafter adopted by the Corporation (or any such
subsidiary or affiliate) for the direct or indirect compensation of the
Optionee (including groups or classes of participants or beneficiaries of which
the Optionee is a member), whether or not such compensation is deferred, is in
cash, or is in the form of a benefit to or for the Optionee (an “Other Benefit
Plan”), the Optionee shall not have any right to exercise an Option or receive
any payment or other benefit under this Option Agreement, any Other Agreement,
or any Other Benefit Plan if such right to exercise, payment or benefit, taking
into account all other rights, payments or benefits to or for the Optionee
under this Option Agreement, all Other Agreements and all Other Benefit Plans,
would cause any right, payment or benefit to the Optionee under this Option
Agreement to be considered a “parachute payment” within the meaning of Section 280G(b)(2)
of the Code as then in effect (a “Parachute Payment”).  In the event that the receipt of any such
right to 


 


7





















 


exercise or
any other payment or benefit under this Option Agreement, any Other Agreement
or any Other Benefit Plan would cause the Optionee to be considered to have
received a Parachute Payment under this Agreement, then the Optionee shall have
the right, in the Optionee’s sole discretion, to designate those rights,
payments or benefits under this Option Agreement, any Other Agreements, and/or
any Other Benefit Plans, which should be reduced or eliminated so as to avoid
having the right, payment or benefit to the Optionee under this Option
Agreement be deemed to be a Parachute Payment.


 


5.                TRANSFERABILITY OF OPTIONS


 


During the
lifetime of an Optionee, only such Optionee (or, in the event of legal
incapacity or incompetency, the Optionee’s guardian or legal representative)
may exercise the Option.  No Option shall
be assignable or transferable by the Optionee to whom it is granted, other than
by will or the laws of descent and distribution.


 


6.                RIGHTS AS STOCKHOLDER


 


Neither the
Optionee nor any executor, administrator, distributee or legatee of the
Optionee’s estate shall be, or have any of the rights or privileges of, a
stockholder of the Corporation in respect of any shares of Stock issuable
hereunder unless and until such shares have been fully paid and certificates
representing such shares have been endorsed, transferred and delivered, and the
name of the Optionee (or of such personal representative, administrator,
distributee or legatee of the Optionee’s estate) has been entered as the
stockholder or record on the books of the Corporation.


 


7.                WITHHOLDING OF TAXES


 


The parties
hereto recognize that the Corporation or a subsidiary may be obligated to
withhold federal, state and/or local income taxes and Social Security taxes to
the extent that the Optionee realizes ordinary income in connection with the
exercise of the Option or in connection with a disposition of any shares of
Stock acquired by exercise of the Option. The Optionee agrees that the
Corporation or a subsidiary may withhold amounts needed to cover such taxes
from payments otherwise due and owing to the Optionee, and also agrees that
upon demand the Optionee will promptly pay to the Corporation or a subsidiary
having such obligation any additional amounts as may be necessary to satisfy
such withholding tax obligation.  Such
payment shall be made in cash or by check payable to the order of the
Corporation or a subsidiary.


 


8.                DISCLAIMER OF RIGHTS


 


No provision
in this Option Agreement shall be construed to confer upon the Optionee the
right to be employed by the Corporation or any subsidiary, or to interfere in
any way with the right and authority of the Corporation or any subsidiary
either to increase or 


 


8





















 


decrease the
compensation of the Optionee at any time, or to terminate any employment or
other relationship between the Optionee and the Corporation or any subsidiary.


 


9.                INTERPRETATION OF THIS OPTION
AGREEMENT


 


All decisions
and interpretations made by the Board or the Compensation Committee thereof
with regard to any question arising under the Plan or this Option Agreement
shall be binding and conclusive on the Corporation and the Optionee and any
other person entitled to exercise the Option as provided for herein.


 


10.              GOVERNING LAW


 


This Option
Agreement shall be governed by the laws of the State of Delaware (but not
including the choice of law rules thereof).


 


11.              BINDING EFFECT


 


Subject to all
restrictions provided for in this Option Agreement, the Plan, and by applicable
law relating to assignment and transfer of this Option Agreement and the option
provided for herein, this Option Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, executors,
administrators, successors and assigns.


 


12.              NOTICE


 


Any notice
hereunder by the Optionee to the Corporation shall be in writing and shall be
deemed duly given if mailed or delivered to the Corporation at its principal
office, addressed to the attention of Stock Plan Administration or if so mailed
or delivered to such other address as the Corporation may hereafter designate
by notice to the Optionee.  Any notice
hereunder by the Corporation to the Optionee shall be in writing and shall be
deemed duly given if mailed or delivered to the Optionee at the address
specified below by the Optionee for such purpose, or if so mailed or delivered
to such other address as the Optionee may hereafter designate by written notice
given to the Corporation.


 


13.              ENTIRE AGREEMENT


 


This Option
Agreement and the Plan together constitute the entire agreement and supersede
all prior understandings and agreements, written or oral (including, without
limitation, the Stock Option Agreement between the Corporation and Optionee
dated May 13, 2002), of the parties hereto with respect to the subject matter
hereof.  Except for amendments to the
Plan incorporated into this Option Agreement by reference 


 


9





















 


pursuant to Section 2
above, neither this Option Agreement nor any term hereof may be amended,
waived, discharged or terminated except by a written instrument signed by the
Corporation and the Optionee; provided, however, that the Corporation
unilaterally may waive any provision hereof in writing to the extent that such
waiver does not adversely affect the interests of the Optionee hereunder, but
no such waiver shall operate as or be construed to be a subsequent waiver of
the same provision or a waiver of any other provision hereof.


 


 


10





















 


SIGNATURE PAGE


 


IN WITNESS
WHEREOF, the parties hereto have duly executed this Amended and Restated Option
Agreement, or caused this Amended and Restated Option Agreement to be duly
executed on their behalf, as of the day and year first above written.


 


	
  Transaction Systems Architects, Inc.:

  	
   

  	
  Optionee:

  



 


	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ADDRESS FOR NOTICE TO OPTIONEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Number

  	
  Street

  	
  Apt.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  City

  	
  State

  	
  Zip Code

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SS#

  	
   

  	
  Hire Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DESIGNATED BENEFICIARY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Please Print Last Name, First Name MI

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Beneficiary’s Street Address

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  City

  	
  State

  	
  Zip Code

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Beneficiary’s Street Address

  
												



 


I
understand that in the event of my death, the above named beneficiary will have
control of any unexercised options remaining in my account at that time.  If no beneficiary is designated or if the named
beneficiary does not survive me, the options will become part of my
estate.  This beneficiary designation
does NOT apply to stock acquired by the exercise of options prior to my death.


 


	
   

  	
   

  
	
   

  	
  SIGNATURE

  	
  DATE

  



 


After completing this
page please make a copy for your records and return it to Stock Plan
Administration Transaction Systems Architects Inc. 224 S. 108 Avenue Omaha
NE  68154


 


1999 Stock Option Plan – US Plan


	
   

  	
  Options

  	
  $

  	
   

  	
  /Share Exercise Price

  	
   

  	
  Date

  	
   

  



 


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