Exhibit 10.22


 


 




 


 





STOCK OPTION AGREEMENT


 


UNDER


 


TRANSACTION
SYSTEMS ARCHITECTS, INC.


2000
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN




 


 





 





















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

  	
   

  
	
   

  	
   

  	
  Cash Exercise

  	
   

  
	
   

  	
   

  	
  Same-Day-Sale
  Exercise

  	
   

  
	
   

  	
   

  	
  Sell-to-Cover
  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

  	
   

  



 





















 


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 _____________, a
Non-Employee Director of the Corporation (the “Optionee”).


 


WHEREAS, the Board of Directors of the Corporation has
duly adopted and approved, the 2000 Non-Employee Director 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


 


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 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 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.


 


1





















 


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 Stock Option Agreement and in the
Plan), in installments as follows:


 


(i)                No
Option may be exercised during the first year from the Date of Grant;


 


(ii)               After
one year from the 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)              After
the expiration of each of the second, and third years from the 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.


 


4.2              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 on the Board; provided,
however, and subject to all Plan provision relating to termination, 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 


 


2





















 


specified in such provision, after the Optionee’s
termination of employment with the Corporation or a subsidiary within which the
Option is exercisable.


 


4.3              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.


 


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 of Grant, or after the occurrence of an event that results in termination
of the Option under the Plan.


 


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 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 


 


3





















 


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 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 


 


4





















 


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.


 


4.6              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, 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 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


 


5





















 


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 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 


 


6





















 


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, 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
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.


 


 


7





















 


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

  
												



 


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


 


2000
Non-Employee Directors Stock Option Plan


	
   

  	
  Shares

  	
  $

  	
   

  	
  /Share Exercise Price

  	
   

  	
   

  	
  Date