Exhibit
10.23


 


 




 





 


STOCK
OPTION AGREEMENT


 


UNDER


 


TRANSACTION
SYSTEMS ARCHITECTS, INC.


2002
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


(Amended
and restated effective March 9, 2004)




 


 





 





















 


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 

  	
  Termination
  of Option

  	
   

  
	
   

  	
  4.3 

  	
  Effect of
  Optionee’s Disability or Death

  	
   

  
	
   

  	
  4.4 

  	
  Limitations on
  Exercise of Option

  	
   

  
	
   

  	
  4.5

  	
  Method of Exercise of
  Option

  	
   

  
	
   

  	
  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

  	
   

  



 





















 


This Stock Option Agreement (the “Option Agreement”)
is made as of _____________, by and
between Transaction Systems Architects, Inc., (“TSA”) a Delaware corporation
(the “Company”) and ____________, a
Non-Employee Director of the Company (the “Optionee”).  Capitalized terms used herein that are not
otherwise defined shall have the meaning ascribed to them in the Plan.


 


WHEREAS, the Board of Directors of the Company has
duly adopted and approved, the 2002 Non-Employee Director Stock Option Plan (the
“Plan”), which Plan authorizes the Company to grant to eligible individuals
options for the purchase of shares of the Company’s Class A Common Stock; and


 


WHEREAS, the Company 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 Company,
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


 


The Company hereby grants to the Optionee the right
and option (the “Option”) to purchase from the Company, on the terms and
subject to the conditions set forth in the Plan and in this Option Agreement, _________
shares of Class A Common Stock (“the 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 enclosed 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 certain
adjustments  in capitalization of the
Company) are not otherwise set forth in this Option Agreement.  In the event that there is any conflict or
inconsistency between the provisions of this Option Agreement and of the Plan,
the provisions of the Plan shall govern.


 


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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 Company), the Option
granted pursuant to this Option Agreement shall be subject to exercise as
follows:


 


4.1              Time of Exercise of
Option


 


The Option will not be excercisable prior to the first
anniversary of the Option Grant Date. 
After the first anniversary of the Option Grant Date, the Option will be
fully vested and the Optionee may purchase up to 100% of the shares of Stock
available for purchase under 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 the Option
is less than 100 shares.  In no event
shall the Option be exercised for a fractional share.


 


4.2              Acceleration
of Options


 


In accordance with the
provisions of the Plan, Options granted under this Option Agreement shall
become immediately exercisable upon the occurrence of a Change in Control of
the Corporation if the Optionee holding such Option is a Non-Employee Director
of the Company or any subsidiary of the Company on the date of the consummation
of such Change in Control.


 


4.3              Termination
of Option


 


The Option shall terminate upon the earlier of the
expiration of a period of (i) ten years from the Date of Grant, or (ii) one
month from the date of the Optionee’s termination of service as a Non-Employee
Director; provided, however, and subject to all Plan provisions relating
to termination, that if such termination of service as a Non-Employee Director
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 service as a Non-Employee Director with the
Company or a subsidiary within which the Option is exercisable.


 


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4.4              Effect
of Optionee’s Disability or Death


 


If the Optionee ceases to be a Non-Employee Director
of the Company or a subsidiary of the Company 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 serve as a Non-Employee Director
or the remaining Option term.  If the
Optionee does not exercise the Option within the time specified, such Option
shall terminate.  The Company shall have
the authority to determine the date an Optionee ceases to serve as a
Non-Employee Director by reason of Disability.


 


If
the Optionee dies while serving as a Non-Employee Director of the Company or a
subsidiary of the Company (or dies within a period of one month after
termination of his service as a Non-Employee Director for any reason other than
Disability or within a period of one year after termination of his service as
Non-Employee Director 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.


 


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
Date of Grant, or after the occurrence of an event that 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 and the Plan, the Option may be exercised by delivering
written notice of exercise to the Company, at its principal office, addressed
to the attention of Stock Plan Administration, or to the agent/broker
designated by the Company, 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
Company.  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
Company may require in its sole discretion. 
Promptly after exercise of the Option as provided for above, the Company
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 and the
Plan, the Option may be exercised by delivering written notice of exercise to
the agent/broker designated by the


 


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Company, 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 Company 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 Company
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 and the Plan, the Option may be exercised by delivering
written notice of exercise to the agent/broker designated by the Company, 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 Company 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 Company 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
Company may require in its sole discretion.


 


The Option shall not be exercisable if and to the
extent the Company 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 


 


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Optionee with the Company (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 Company (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 (the “Other Benefit
Plans”), 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 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 Company 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 Company.


 


7.                 WITHHOLDING OF TAXES


 


The parties hereto recognize that the Company 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 


 


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Option. The Optionee agrees that the Company 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 Company 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 Company 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 Company
or any subsidiary, or to interfere in any way with the right and authority of
the Company 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 Company 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
Company 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 Company
shall be in writing and shall be deemed duly given if mailed or delivered to
the Company at its principal office, addressed to the attention of Stock Plan
Administration or if so mailed or delivered to such other address as the
Company may hereafter designate by notice to the Optionee.  Any notice hereunder by the Company to the Optionee
shall be in writing and shall be 


 


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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 Company.


 


13.              ENTIRE AGREEMENT


 


This Option Agreement and the Plan together constitute
the entire agreement and supersede all prior understandings and agreements,
written or oral, of the parties hereto with respect to the subject matter
hereof.  Except for amendments to the
Plan incorporated into this Option Agreement by reference 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 Company
and the Optionee; provided, however, that the Company 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.


 


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SIGNATURE
PAGE


 


IN WITNESS WHEREOF, the parties hereto have duly
executed this Option Agreement, or caused this 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

  
												



 


 


	
   

  	
   

  
	
   

  	
  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


 


2002
Non-Employee Directors Stock Option Plan


	
   

  	
  Shares

  	
  $

  	
   

  	
  /Share Exercise Price

  	
   

  	
   

  	
  Date