EX-10.1 FORM OF STOCK OPTION AGREEMENT



 





Exhibit 10.1




TOTAL SYSTEM SERVICES, INC.

STOCK OPTION AGREEMENT




[DATE]




     THIS AGREEMENT (“Agreement”), dated as of the                      day of                     , 2008, by and between
TOTAL SYSTEM SERVICES, INC. (the “Company”), a Georgia corporation having its principal office at
1600 First Avenue, Columbus, Georgia, and                                          (the “Option Holder”), an
employee of the Company or a Subsidiary of the Company.



W I T N E S S E T H:




     WHEREAS, the Board of Directors of the Company has adopted the Total System Services, Inc.
2008 Omnibus Plan (the “Plan”); and



     WHEREAS, the Company recognizes the value to it of the services of the Option Holder and
intends to provide the Option Holder with added incentive and inducement to contribute to the
success of the Company; and



     WHEREAS, the Company recognizes the potential benefits of providing employees the opportunity
to acquire an equity interest in the Company and to more closely align the personal interests of
employees with those of other shareholders; and



     WHEREAS, effective                     , pursuant to the Plan, the Compensation Committee of the
Board of Directors of the Company: (a) granted to the Option Holder, pursuant to Section 6 of the
Plan, an Option in respect of the number of shares herein below set forth, (b) designated the
Option a Non-Qualified Stock Option, and (c) fixed and determined the Option price and exercise and
termination dates as set forth below.



     NOW THEREFORE, in consideration of the mutual promises and representations herein contained
and other good and valuable consideration, it is agreed by and between the parties hereto as
follows:



     1.     The terms, provisions and definitions of the Plan are incorporated by reference and made a
part hereof. All capitalized terms in this Agreement shall have the same meanings given to such
terms in the Plan except where otherwise noted.



     2.     Subject to and in accordance with the provisions of the Plan, the Company hereby grants to
the Option Holder a Non-Qualified Stock Option to purchase, on the terms and subject to the
conditions hereinafter set forth, all or any part of an aggregate of
                     shares of the Common
Stock ($.10 par value) of the Company at the purchase price of $                     per share, exercisable in the
amounts and at the times set forth in this Paragraph 2, unless the Compensation Committee, in its
sole and exclusive discretion, shall authorize the Option Holder to exercise all or part of the
Option at an earlier date.


The Option may be exercised on or after                     , 200___, as provided in the Plan.




     [OR]



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The Option may be exercised in accordance with the following schedule as provided in the Plan:




	 	 	 	 	 
	If employment	 	 	 	Percentage of
	continues
through	 	 	 	Option
Exercisable
	                    , 200____

	 	 	 	          %
	 
	 	 	 	 
	 

	 	[or]	 	 
	 
	 	 	 	 
	                    , 200____

	 	 	 	          %
	 
	 	 	 	 
	 

	 	[or]	 	 
	 
	 	 	 	 
	                    , 200____

	 	 	 	          %





[In addition, the Option may be exercised in the event Option Holder’s employment with Company
terminates after Option Holder has attained age 62 (or greater) with 15 or more years of service.]



Unless sooner terminated as provided in the Plan or in this Agreement, the Option shall terminate,
and all rights of the Option Holder hereunder shall expire on                     , 20___. In no event may
the Option be exercised after                     , 20___.




     3.     The Option or any part thereof, may, to the extent that it is exercisable, be exercised in
the manner provided in the Plan. Payment of the aggregate Option price for the number of shares
purchased and any withholding taxes shall be made in the manner provided in the Plan.



     4.     The Option or any part thereof may be exercised during the lifetime of the Option Holder
only by the Option Holder and only while the Option Holder is in the employ of the Company, except
as otherwise provided in the Plan.



     5.     Unless otherwise designated by the Compensation Committee, the Option shall not be
transferred, assigned, pledged or hypothecated in any way. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of a nontransferable Option or any right or privilege
confirmed hereby contrary to the provisions hereof, the Option and the rights and privileges
confirmed hereby shall immediately become null and void.



     6.     In the event of any merger, reorganization, consolidation, recapitalization, stock
dividend, or other change in corporate structure affecting the Company’s Stock, any necessary
adjustment shall be made in accordance with the provisions of Section 4.4 of the Plan.



     7.     In the event of a Change of Control (as defined in Section 2.8 of the Plan), the provisions
of Section 15 of the Plan shall apply.



     8.     Any notice to be given to the Company shall be addressed to the President of the Company at
1600 First Avenue, Columbus, Georgia 31901.



     9.     Nothing herein contained shall affect the right of the Option Holder to participate in and
receive benefits under and in accordance with the provisions of any pension, insurance or other
benefit plan or program of the Company as in effect from time to time and for which the Option
Holder is eligible.



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     10.     Nothing herein contained shall affect the right of the Company, subject to the terms of
any written contractual arrangement to the contrary, to terminate the Option Holder’s employment at
any time for any reason whatsoever.



     11.     This Agreement shall be binding upon and inure to the benefit of the Option Holder, his
personal representatives, heirs legatees, but neither this Agreement nor any rights hereunder shall
be assignable or otherwise transferable by the Option Holder except as expressly set forth in this
Agreement or in the Plan.



     Company has issued the Option with foregoing the terms and conditions in accordance with the
provisions of the Plan. You will be deemed to have agreed to the foregoing terms and conditions of
the Option, unless you object by notifying the TSYS Compensation Department within 30 days after
your receipt of this Agreement.




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