exv10w38






Exhibit 10.38




NONEMPLOYEE DIRECTOR

FULLY VESTED SHARE AWARD AGREEMENT


          THIS NONEMPLOYEE DIRECTOR FULLY VESTED SHARE AWARD AGREEMENT (“Agreement”) is made effective
as of ______________, ____ by and between Total System Services, Inc., a Georgia corporation (the
“Corporation”), and ____________________________ (“Director”).



WHEREAS, Director has been awarded _______ fully paid and non-assessable shares of the common stock
of the Corporation, par value $0.10 per share (“Fully Vested Shares”), pursuant to the terms and
conditions of the Corporation’s 2007 Omnibus Plan (“Plan”) and this Agreement; and




WHEREAS, the Fully Vested Shares will initially be held in an account at The Bank of New York
Mellon or one of its subsidiaries (“BNY Mellon”) for Director.




NOW, THEREFORE, in accordance with the provisions of the Plan and this Agreement, Director hereby
agrees to the following terms and conditions:





	1.	 	Transfer of Fully Vested Shares
	 
	 	 	The Corporation hereby transfers the Fully Vested Shares to Director subject to the terms
and conditions set forth in the Plan and in this Agreement. Effective upon the date of such
transfer, Director will be the holder of record of the Fully Vested Shares and will have all
rights of a shareholder with respect to such shares (including the right to vote such shares
at any meeting at which the holders of the Corporation’s common stock may vote, the right to
receive all dividends declared and paid upon such shares and the right to exercise any
rights or warrants issued in respect of any such shares), subject only to the terms and
conditions set forth in the Plan and in this Agreement. The Fully Vested Shares will
initially be held in an account for Director at BNY Mellon.






	2.	 	Vesting
	 
	 	 	The Fully Vested Shares will become non-forfeitable (i.e., “vest”) at the close of business
on _________________, ____ (the “Vesting Date”).






	3.	 	General Provisions






(a) Rights Not Assignable or Transferable. No rights under this Agreement will be
assignable or transferable other than by will or the laws of descent and distribution,
either voluntarily, or, to the full extent permitted by law, involuntarily, by way of
encumbrance, pledge, attachment, levy or charge of any nature except as otherwise provided
in this Agreement. Director’s rights under this Agreement will be exercisable during
Director’s lifetime only by Director or by Director’s guardian or legal representative.




(b) Terms and Conditions Binding. The terms and conditions set forth in the Plan
and in this Agreement will be binding upon and inure to the benefit of the Corporation, its
successors and assigns, including any assignee of the Corporation and any successor to the
Corporation by merger, consolidation or otherwise, and Director, Director’s heirs, devisees
and legal representatives.



 









 






(c) Legal Representative. In the event of Director’s death or a judicial
determination of Director’s incompetence, reference in this Agreement to Director shall be
deemed, where appropriate, to Director’s heirs or devises.




(d) Titles. The titles to sections or paragraphs of this Agreement are intended
solely for convenience and no provision of this Agreement is to be construed by reference to
the title of any section or paragraph.




(e) Plan Governs. The Fully Vested Shares are being transferred to Director
pursuant to and subject to the Plan, a copy of which is available upon request to the
Corporate Secretary of the Corporation. The provisions of the Plan are incorporated herein
by this reference, and all capitalized terms in this Agreement shall have the same meanings
given to such terms in the Plan. The terms and conditions set forth in this Agreement will
be administered, interpreted and construed in accordance with the Plan, and any such term or
condition which cannot be so administered, interpreted or construed will to that extent be
disregarded.




(f) Complete Agreement. This instrument contains the entire agreement of the
parties relating to the subject matter of this Agreement and supersedes and replaces all
prior agreements and understandings with respect to such subject matter. The parties hereto
have made no agreements, representations or warranties relating to the subject matter of
this Agreement which are not set forth herein or incorporated by reference.




(g) Amendment; Modification; Waiver. No provision set forth in this Agreement may
be amended, modified or waived unless such amendment, modification or waiver shall be agreed
to in writing, signed by Director and by an officer of the Corporation duly authorized to do
so. No waiver by either party hereto of any breach by the other party of any condition or
provision set forth in this Agreement to be performed by such other party will be deemed a
waiver of a subsequent breach of such condition or provision, or will be deemed a waiver of
a similar or dissimilar provision or condition at the same time or at any prior or
subsequent time.




(h) Governing Law. The validity, interpretation, performance and enforcement of the
terms and conditions set forth in this Agreement will be governed by the laws of the State
of Georgia, the state in which the Corporation is incorporated, without giving effect to the
principles of conflicts of law of that state.


          The Corporation has issued the Fully Vested Shares in accordance with the foregoing terms and
conditions and in accordance with the provisions of the Plan. By signing below, Director hereby
agrees to the foregoing terms and conditions of the Fully Vested Shares.


          IN WITNESS WHEREOF, Director has set Director’s hand and seal, effective as of the date and
year set forth above.



	 	 	 	 	 

	 

	 	__________________________(L.S.)
	 	 
	 

	 	Signature	 	 







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