Exhibit 10.19


 


TRANSACTION SYSTEMS ARCHITECTS,
INC.


 


 


AMENDED AND RESTATED


STOCK OPTION AGREEMENT


 


UNDER


 


1996 STOCK OPTION PLAN


 





















 


TABLE OF CONTENTS


 


	
  1.

  	
  GRANT
  OF OPTION

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  TERMS
  OF PLAN

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  PRICE

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  EXERCISE OF OPTION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Time of Exercise of
  Option

  	
   

  
	
   

  	
  4.2

  	
  Acceleration of Option

  	
   

  
	
   

  	
  4.3

  	
  Termination of Option

  	
   

  
	
   

  	
  4.4

  	
  Limitations on
  Exercise of Option

  	
   

  
	
   

  	
  4.5

  	
  Method of Exercise of
  Option

  	
   

  
	
   

  	
   

  	
  Cash
  Exercise

  	
   

  
	
   

  	
   

  	
  Same Day Sale Exercise

  	
   

  
	
   

  	
  4.6

  	
  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)

  	
   

  



 





















 


TRANSACTION SYSTEMS ARCHITECTS,
INC.


AMENDED AND RESTATED


STOCK OPTION AGREEMENT


1996 STOCK OPTION PLAN


 


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 1996 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 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 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 provided with 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 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) 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.             PRICE


 


The purchase price (the “Option Price” or “Grant
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 of the Option,
as set forth in Section 1 above;


 


(ii)           Subject to Section 4.2, after one year
from the Original Date of Grant of the Option, the Option shall be exercisable
in respect of 25 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, third, and fourth years from the Original
Date of Grant of the Option, the Option shall be exercisable in respect of an
additional 25 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
the number of shares purchased is the total number at the time available for
purchase under this Option.


 


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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





















 


(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 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


 


4





















 


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 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 of the
Option, as set forth in Section 1 above, 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          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 date upon which the Option is granted, as set forth in Section 4.3
above, or after the occurrence of an event which results in termination of the
Option under the Plan.  In no event may
the Option be exercised for a fractional share.


 


5





















 


4.5          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 Plan 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 Option Price of the shares for which the Option is being
exercised.  Payment of the Option Price
for the shares of Stock purchased pursuant to the exercise of the Option shall
be made either in cash or by 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.  An attempt to exercise the Option granted
hereunder other than as set forth above shall be invalid and of no force and
effect.  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 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.  The agent/broker shall request issuance of
the shares and immediately and concurrently sell the Shares on your
behalf.  Payment of the Option Price for
the shares of Stock purchased pursuant to the exercise of the Option, as well
as 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.  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.


 


An
attempt to exercise the Option granted hereunder other than as set forth above
shall be invalid and of no force and effect.


 


4.6          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,


 


6





















 


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 Internal Revenue Code as then in
effect (a “Parachute Payment”).  In the
event that the receipt of any such right to 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 and 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.


 


7





















 


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 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


 


This Option shall not constitute an incentive stock option within the
meaning of Section 422 of the Code.  All
decisions and interpretations made by the Board or the Stock Option 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 the President 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.


 


8





















 


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 November 10, 2000), of the parties hereto with respect to the subject
matter hereof.  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.


 


9





















 


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 Social Security Number

  
														



 


 


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

  	
   

  



 


1996 Stock Option Plan


	
   

  	
  Options

  	
  $

  	
   

  	
  /Sh Exercise Price

  	
   

  	
  Date

  	
  ACI

  



 


10