Exhibit
10.20


 


TRANSACTION
SYSTEMS ARCHITECTS, INC.


 


 


STOCK
OPTION AGREEMENT


 


UNDER


 


1997
MANAGEMENT STOCK OPTION PLAN


 





















 


TABLE
OF CONTENTS


 


	
  1.

  	
  OFFER OF OPTION

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  TERMS
  OF OPTION PLAN

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  EXERCISE PRICE
  OF UNDERLYING SHARES

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  EXERCISE
  OF OPTION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Time of Exercise of
  Option

  	
   

  
	
   

  	
  4.2

  	
  Termination
  of Option

  	
   

  
	
   

  	
  4.3

  	
  Limitations on
  Exercise of Option

  	
   

  
	
   

  	
  4.4

  	
  Method of Exercise of
  Option

  	
   

  
	
   

  	
   

  	
  Cash Exercise

  	
   

  
	
   

  	
   

  	
  Same
  Day Sale Exercise

  	
   

  
	
   

  	
  4.5

  	
  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)

  	
   

  



 


 


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TRANSACTION
SYSTEMS ARCHITECTS, INC.


STOCK
OPTION AGREEMENT


1997
MANAGEMENT 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 1997 Management
Stock Option Plan (the “Plan”), which Plan authorizes the Corporation to offer
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 offer 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.             OFFER
OF OPTION


 


Subject to the terms of
the Plan, the Corporation hereby offers to the Optionee the right  to purchase from the Corporation, on the
terms and subject to the conditions set forth in the Plan and in this
Agreement, a stock option (“Option”) with 
underlying shares of Stock.  The
date of offer of this Option is ________. 
The price of the Option to purchase shares of Company Stock (the “Option
Purchase Price”) is US$3.00 for each share underlying the Option totalling US$________.  The Option Purchase Price is payable to the
Company by check or bank draft in US dollars no later than __________.  The Option Purchase Price is non-refundable.


 


The Optionee may elect to reduce the number of underlying
shares under the Option.  If reduced, the
Option Purchase Price will be reduced to equal the number of underlying shares
multiplied by US$3.00.


 


2.             TERMS
OF OPTION 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,


 


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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.             EXERCISE
PRICE OF UNDERLYING SHARES


 


The purchase price (the “Exercise
Price”) for the underlying shares of Stock subject to the Option granted by
this Option Agreement is US$________ 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)            No
Option may be exercised during the first year from the date of grant of the
Option, as set forth in Section 1 above;


 


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


 


4.3          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 4.2 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.


 


4.4          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 TSA’s Stock Plan Administrator, 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.  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 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 Exercise 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


 


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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.


 


4.5          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 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


 


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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.


 


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).


 


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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.


 


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. 
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.


 


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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.

  
	
   

  	
  #

  	
   

  	
   

  	
   

  
	
  NUMBER
  OF SHARES UNDERLYING

  	
   

  	
   

  
	
  OPTIONS
  TO BE PURCHASED

  	
  City

  	
  State

  	
  Zip Code

  
	
  (MAXIMUM SHARES)

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  OPTION
  PURCHASE PRICE

  	
   

  	
   

  
	
  (US$3.00
  X UNDERLYING SHARES)

  	
  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

  



 


 


	
  1997 Management Stock Option Plan

  	
   

  	
  Number

  	
  US$

  	
   

  	
   

  	
   

  	
  Grant Date

  



 


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