EX-10.1 AMENDED AND RESTATED DEFERRED COMP PLAN





EXHIBIT 10.1



AMENDED AND RESTATED

TOTAL SYSTEM SERVICES, INC.

DEFERRED COMPENSATION PLAN




EFFECTIVE JANUARY 1, 2009




PLAN DOCUMENT




 









 








I. INTRODUCTION





	 	A.	 	Purpose of Plan. The Employer has adopted the Plan set forth herein to
provide benefits in excess of those that may be accrued under the Employer’s qualified
retirement plans as a result of the limitations of Code Section 401(a)(17) and 415 as a
means by which certain designated employees may elect to defer designated portions of
their Compensation, or in the discretion of the Employer, receive additional amounts of
deferred compensation in the form of Discretionary Credits.
	 
	 	B.	 	Status of Plan. To the extent the Plan provides benefits in excess of
the limitations of Code Section 415, the Plan is intended to be an “excess benefit
plan” within the meaning of Sections 3(36) and 4(6) of ERISA, and to the extent the
Plan provides other benefits, the Plan is intended to be “a plan which is unfunded and
is maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees” within
the meaning of Sections 201(2), 301(a)(3), 401(a)(1), and 4021(b)(6) of ERISA, and
shall be interpreted and administered to the extent possible in a manner consistent
with that intent. This Plan is intended to constitute a nonqualified deferred
compensation plan and to meet the requirements of Code Section 409A.
	 
	 	C.	 	Establishment of Plan. The Plan is established as of the Effective
Date upon the transfer of certain assets and liabilities of the Synovus Financial
Corp./Total System Services, Inc. Deferred Compensation Plan (“Prior Plan”) in
connection with the spin-off of the Company from Synovus Financial Corp. All elections
under the provisions of the Prior Plan (including deferral, investment and distribution
elections and beneficiary designations) shall be recognized as valid elections under
this Plan with respect to Accounts transferred from the Prior Plan to this Plan. In
addition, any Participant employed by the Employer on December 31, 2007, and any
Eligible Employee who transfers from Synovus Financial Corp. or any Affiliate of
Synovus Financial Corp. to the Company or any Affiliate of the Company from January 1,
2008 to December 31, 2008, shall receive credit for service under this Plan to the same
extent such service was recognized under the provisions of the Prior Plan.





II. DEFINITIONS





Wherever used herein, the following terms have the meanings set forth below, unless a
different meaning is clearly required by the context:




	 	A.	 	“Account” means, for each Participant, the bookkeeping account established for
his or her benefit under the Plan.
	 
	 	B.	 	“Code” means the Internal Revenue Code of 1986, as amended from time to time.
Reference to any section or subsection of the Code includes reference to any





 









 











	 	 	 	comparable or succeeding provisions of any legislation that amends, supplements or
replaces such section or subsection.






	 	C.	 	“Compensation” means, with respect to a Participant, his or her base salary,
including any bonuses, overtime, commissions and incentives. Compensation shall not
include any amounts previously deferred under this Plan or any other nonqualified
deferred compensation plan.
	 
	 	D.	 	“Discretionary Credit” means an amount credited to a Participant’s Account by
the Employer in accordance with Section IV.B.
	 
	 	E.	 	“Effective Date” means January 1, 2008.
	 
	 	F.	 	“Elective Deferral” means the portion of Compensation which is deferred by a
Participant under Section IV.A.
	 
	 	G.	 	“Eligible Employee” means each individual selected by the Plan Administrator
for eligibility from among the group of highly compensated or managerial employees of
the Employer.
	 
	 	H.	 	“Employer” means Total System Services, Inc. and any of its affiliates.
	 
	 	I.	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended
from time to time. Reference to any section or subsection of ERISA includes reference
to any comparable or succeeding provisions of any legislation that amends, supplements
or replaces such section or subsection.
	 
	 	J.	 	“Participant” means any individual who participates in the Plan in accordance
with Article III.
	 
	 	K.	 	“Plan” means the Amended and Restated Total System Services, Inc. Deferred
Compensation Plan and as set forth herein and all subsequent amendments hereto.
	 
	 	L.	 	“Plan Administrator” means the Employer, or the person, persons or entity
otherwise designated by the Employer to administer the Plan.
	 
	 	M.	 	“Plan Year” means the calendar year, except that the initial plan year may be a
period of less than 12 months’ duration beginning on the Effective Date.
	 
	 	N.	 	“Valuation Date” means each business day in the Plan year and any such other
date designated by the Plan Administrator.
	 
	 	O.	 	“Vested” means the nonforfeitable right to a portion of the Participant’s
Account attributable to Discretionary Credits, if any, determined in accordance with
the vesting schedule set forth in Section V.D.




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III. PARTICIPATION





	 	A.	 	Commencement of Participation. Any individual who is an Eligible
Employee on or after the Effective Date and who has elected to defer part of his or her
Compensation in accordance with Section IV.A or who has been selected to receive
Discretionary Credits under Section IV.B shall become a Participant on the date such
Elective Deferral election or Discretionary Credit is made, as the case may be.
	 
	 	B.	 	Continued Participation. Subject to Section III.C, an individual who
has become a Participant in the Plan shall continue to be a Participant so long as any
amount remains credited to his or her Account.
	 
	 	C.	 	Termination of Participation. The Plan Administrator may terminate an
employee’s participation in the Plan prospectively for any reason, effective as of the
first day of the Plan Year following such termination of participation, including but
not limited to the Plan Administrator’s determination that such termination is
necessary in order to maintain the Plan as a “plan which is unfunded and is maintained
by an employer primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees” within the meaning of
Sections 201(2), 301(a)(3), 401(a)(1), and 4021(b)(6) of ERISA. Amounts credited to a
Participant’s Account (regardless of the extent otherwise Vested) shall be paid out to
such Participant in accordance with the Participant’s election under Article VI.





IV. DEFERRALS AND CREDITS





	 	A.	 	Elective Deferrals.






	 	1.	 	In general. An individual who is an Eligible Employee
may elect to defer a designated portion of Compensation to be earned during a
Plan Year, by filing an irrevocable written election with the Plan
Administrator prior to the first day of the Plan Year in which such
Compensation is to be earned. An individual who first becomes an Eligible
Employee on or after the first day of any Plan Year may elect to defer a
designated portion of his or her Compensation by filing an irrevocable written
election with the Plan Administrator on or before the date that is 30 days
after the date on which the employee first becomes an Eligible Employee. The
deferral election shall apply only to Compensation earned after the date on
which the Eligible Employee files his or her deferral election form.
	 
	 	2.	 	Nature of Election. Each election under this Section
IV for a Plan Year (or the balance of a Plan Year) shall be made on a form
approved or prescribed by the Plan Administrator and shall apply only to
Compensation earned for the calendar year after the date the election form is
completed and filed with the Plan Administrator. The election form




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	 	 	 	shall apply to bonuses and shall specify the whole percentage or flat dollar
amount that is to be deferred. A Participant may revoke his or her deferral
election as of the first day of any Plan Year which follows such revocation
by giving written notice to the Plan Administrator before that day (or any
such earlier date as the Plan Administrator may prescribe). Any deferral
election made under this Section IV.A shall continue to be effective until
revoked or changed pursuant to this paragraph.






	 	B.	 	Excess Benefit Credits. The Employer shall credit the Account of each
Participant with the excess of any employer contributions that would have been
allocated to the Participant’s account under the TSYS Money Purchase Pension Plan (the
“Money Purchase Plan”), the TSYS Profit Sharing Plan (the “Profit Sharing Plan”) or the
TSYS 401(k) Savings Plan (the “401(k) Plan”) but for the limitation of Code Sections
401(a)(17) and 415 over the amount actually credited to such account; such credits to
be made as of the date or dates that the amounts would have been allocated to the
Participant’s account under the Money Purchase Plan, the Profit Sharing Plan or the
401(k) Plan.





V. ACCOUNTS





	 	A.	 	Accounts. The Plan Administrator shall establish an Account for each
Participant reflecting Elective Deferrals or Discretionary Credits made for the
Participant’s benefit together with any adjustments hereunder. Subject to Sections V.E
and IX.A, the Employer shall deposit the amount of deferrals and credits for a period
as soon as practicable after the date as of which such amounts are credited to the
Accounts. As of each Valuation Date, the Plan Administrator shall provide the
Participant with a statement of his or her Account reflecting the income, gains and
losses (realized and unrealized), amounts of deferrals and credits, and distributions
of such Account since the prior Valuation Date.
	 
	 	B.	 	Investments. Each Participant’s Account shall be deemed invested in
shares of any open-end registered investment company for which Fidelity Investments or
one of its subsidiaries or affiliates (collectively “Fidelity”) serves as investment
advisor or for which Fidelity is the principal underwriter, or any other investment
option selected by the Plan Administrator. If any Participant or beneficiary makes an
investment selection, the Employer (or in the event of the establishment of a trust
hereunder, the trustee of such trust as directed by the Employer) may follow such
investment selection but shall not be legally bound to do so.
	 
	 	C.	 	Payments. Each Participant’s Account shall be reduced by the amount of
any payment made to or on behalf of the Participant under Article VI as of the date
such payment is made.
	 
	 	D.	 	Vesting. A Participant will at all times be 100% Vested in the portion
of his or her Account attributable to Elective Deferrals. A Participant will be vested
in the portion of his or her Account attributable to Excess Benefit Credits from the




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	 	 	 	Profit Sharing Plan or the Money Purchase Pension Plan according to the following
schedule, based on his or her years of service with the Employer. A Participant’s
years of service for this purpose will be determined by the Administrator pursuant
to uniform rules based on the time elapsed since the Participant’s commencement of
employment with the Employer or its affiliates.





	 	 	 
	Years of Service	 	% Vested
	less than 1
	 	0
	2
	 	25
	3
	 	50
	4
	 	75
	5 or more
	 	100







	 	E.	 	Forfeiture of non-Vested Amounts. To the extent that any amounts
credited to a Participant’s Account are not Vested at the time the Account becomes
distributable under the Plan, such non-Vested amounts shall be forfeited and may be
used by the Employer as future Discretionary Credits for other Participants.
	 
	 	F.	 	Plan Mergers. From time to time, other non-qualified
deferred compensation plans may be merged into the Plan. All Accounts
resulting from such merged plans will be 100% vested as of the date of
merger. A list of merged plans, together with any special terms and
conditions adopted in connection with the merger, is attached to the
Plan as Exhibit “A.”




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VI. PAYMENTS





	 	A.	 	Unforeseeable Financial Emergency. A Participant who believes he or
she is suffering an “Unforeseeable Financial Emergency” may apply to the Plan
Administrator for a distribution under the Plan in order to alleviate such emergency.
An “Unforeseeable Financial Emergency” shall mean a severe financial hardship resulting
from an illness or accident of the Participant or a dependent (as defined in Section
152 of the Code without regard to Section 152(b)(1), (b)(2), and (d)(1)(B)), loss of
the Participant’s property due to casualty (including the need to rebuild a home not
otherwise covered by insurance), or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the Participant.
Except as otherwise provided herein, the purchase of a home and the payment of college
tuition are not unforeseeable emergencies. Whether a Participant or dependent is faced
with an unforeseeable emergency is to be determined by the Plan Administrator based on
the relevant facts and circumstances of each case, but, in any case, a distribution on
account of an unforeseeable emergency may not be made to the extent that such emergency
is or may be relieved through reimbursement or compensation from insurance or
otherwise, by liquidation of the Participant’s assets, to the extent the liquidation of
such assets would not cause severe financial hardship, or by cessation of deferrals
under the arrangement. If the Plan Administrator determines, in its sole discretion,
that a participant qualified for a distribution due to an Unforeseeable Financial
Emergency, the Employer shall be directed to pay to the Participant an amount which it
determines is necessary or appropriate, not to exceed the Vested portion of the
Participant’s Account balance, and the Employer shall pay such amount to the
Participant in a single lump sum cash payment.
	 
	 	B.	 	Timing of Distribution. Each Participant shall specify as part of his
or her deferral election under Section IV.A, the date on which the Elective Deferrals
and/or Discretionary Credits made on his or her behalf , if any, shall be distributed.
The Participant may elect the timing of the payment of all vested amounts credited to
his or her Account from one of the following options:






	 	1.	 	the January 1 following a specified date, which must be at
least two years after the Plan Year for which the Elective Deferrals or
Discretionary Credits are made, or
	 
	 	2.	 	subject to Section VI.C below, within 90 days following
termination of employment for any reason including retirement or death.






The foregoing election shall be made on a form approved or prescribed by the Plan
Administrator. A Participant may irrevocably elect to subsequently postpone such
distribution provided that: (i) the subsequent election shall not take effect for
at least 12 months after the date on which it is made; (ii) the subsequent election
must be made at least 12 months prior to the original payment date; and (iii) the
subsequent election shall result in a new payment date that is delayed by



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at least five (5) years, as measured from the original payment date. Any subsequent
election must be in writing, filed in a manner acceptable to the Plan Administrator
and comply with such other restrictions, consistent with Section 409A, that are
imposed generally by the Plan Administrator on such postponements.




If no election is in effect with respect to a portion of a Participant’s Account,
subject to Section VI.C below, payment will be made within 90 days following
termination of employment for any reason including retirement or death.




	 	C.	 	Mandatory 6 Month Delay. Notwithstanding anything in this Article VI
to the contrary, any payment made under this Plan on account of the Participant’s
termination of employment for any reason, except on account of death, shall commence no
earlier than the first day of the seventh month following the Participant’s termination
of employment from the Employer. In the case of installment payments under Section
VI.E that would have otherwise been paid during the first six months following the
Participant’s termination of employment, the first payment will include a lump sum
payment equal to any annual installment that would have been made during such 6 month
delay.
	 
	 	D.	 	Beneficiary Designation. A Participant shall designate a beneficiary
who shall be entitled to receive any Vested amounts remaining in the Participant’s
Account after his or death. Such designation shall be made in writing on a form
approved or prescribed by the Plan Administrator, and may be changed by the Participant
at any time. If there is no such designation or no designated beneficiary survives the
Participant, payment shall be made to the Participant’s estate.
	 
	 	E.	 	Form of Payment.






	 	1.	 	Each Participant shall specify as part of his or her deferral
election under Section IV.A a form of payment of the Elective Deferrals and/or
Discretionary Credits, made on his or her behalf, if any. The Participant may
elect the form of payment of all Vested amounts credited to his or her Account
from one of the following options:






	 	a)	 	a single lump sum payment; or
	 
	 	b)	 	annual installments over a period elected by
the Participant up to 10 years, the amount of each installment to equal
the balance of his or her Account immediately prior to the installment
divided by the number of installments remaining to be paid.






	 	 	 	The foregoing election shall be made on a form approved or prescribed by the
Plan Administrator. A Participant may irrevocably elect to subsequently
change such form of payment provided that: (i) the subsequent election
shall not take effect for at least 12 months after the




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	 	 	 	date on which it is made; (ii) the subsequent election must be made at least
12 months prior to the original payment date; and (iii) the subsequent
election shall result in a new payment date that is delayed by at least five
(5) years, as measured from the original payment date. Any subsequent
election must be in writing, filed in a manner acceptable to the Plan
Administrator and comply with such other restrictions, consistent with
Section 409A, that are imposed generally by the Plan Administrator on such
postponements.
	 
	 	 	 	If no election is in effect with respect to a portion of a Participant’s
Account, payment will be made in the form of annual installments for a
period of 10 years.
	 
	 	 	 	Payments under this Section shall be made in cash. Any such election shall
be made in such form and with such prior notice as the Administrator may
require. Regardless of the Participant’s election, if the Participant’s
vested Account balance is less than or equal to $10,000, the distribution
will be made in a single lump sum payment.





VII. ADMINISTRATION





	 	A.	 	Plan Administrator; Interpretation. The Plan Administrator shall
oversee the administration of the Plan. The Plan Administrator shall have complete
discretionary control and authority to administer all aspects of the Plan, including
without limitation the power to appoint agents and counsel, and to determine the rights
and benefits and all claims, demands and actions arising out of the provisions of the
Plan of any Participant, beneficiary, deceased Participant, or other person having or
claiming to have any interest under the Plan, in a manner consistent with Section
VII.B. The Plan Administrator shall have the exclusive discretionary power to
interpret the Plan and to decide all matters under the Plan. Such interpretation and
decision shall be final, conclusive and binding on all Participants and any person
claiming under or through any Participant, in the absence of clear and convincing
evidence that the Plan Administrator acted arbitrarily and capriciously. Any
individual serving as Plan Administrator, or on a committee acting as Plan
Administrator, who is a Participant will not vote or act on any matter relating solely
to himself or herself. When making a determination or calculation, the Plan
Administrator shall be entitled to rely on information furnished by a Participant, a
beneficiary, or any other person or entity. The Plan Administrator shall be deemed to
be the plan administrator with responsibility for complying with any reporting and
disclosure requirements of ERISA.
	 
	 	B.	 	Claims Procedure.






	 	1.	 	In General. If any person believes he or she is being
denied any rights or benefits under the Plan, such person may file a claim in
writing with the Plan Administrator. If any such claim is wholly or partially
denied, the





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	 	 	 	Plan Administrator will notify such person of its decision in writing. Such
notification will contain (i) specific reasons for the denial, (ii) specific
reference to pertinent plan provisions, (iii) a description of any
additional material or information necessary for such person to perfect such
claim and an explanation of why such material or information is necessary
and (iv) information as to the steps to be taken if the person wishes to
submit a request for review. Such notification will be given within 90 days
after the claim is received by the Plan Administrator (or within 180 days,
if special circumstances require an extension of time for processing the
claim, and if written notice of such extension and circumstances is given to
such person within the initial 90 day period).






	 	2.	 	Appeals. Within 60 days after the date on which a
person receives a written notice of a denied claim (or, if applicable, within
60 days after the date on which such denial is considered to have occurred)
such person (or his or her duly authorized representative) may (i) file a
written request with the Plan Administrator for a review of his or her denied
claim and of pertinent documents and (ii) submit written issues and comments to
the Plan Administrator. The Plan Administrator will notify such person of its
decision in writing. Such notification will be written in a manner calculated
to be understood by such person and will contain specific reasons for the
decision as well as specific references to pertinent plan provisions. The
decision on review will be made within 60 days after the request for review is
received by the Plan Administrator (or within 120 days, if special
circumstances require an extension of time for processing the request, such as
an election by the Plan Administrator to hold a hearing, and if written notice
of such extension and circumstances is given to such person within the initial
60 day period).






	 	C.	 	Indemnification of Plan Administrator. The Employer agrees to
indemnify and to defend to the fullest extent permitted by law any director, officer or
employee of the Employer or any affiliated company who serves as the Plan Administrator
or as a member of a committee appointed to serve as Plan Administrator, or who assists
the Plan Administrator in carrying out its duties as part of his or her employment
(including any such individual who formerly served in any such capacity) against all
liabilities, damages, costs and expenses (including attorneys’ fees and amounts paid in
settlement of any claims approved by the Employer) occasioned by any act or omission to
act in connection with the Plan, if such act or omission is in good faith.




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VIII. AMENDMENT AND TERMINATION





	 	A.	 	Amendments. The Employer shall have the right to amend the Plan from
time to time, subject to Section VIII.C, by an instrument in writing which has been
executed on the Employer’s behalf by an officer thereof or by vote of its Board of
Directors.
	 
	 	B.	 	Termination of Plan. This Plan is strictly a voluntary undertaking on
the part of the Employer and shall not be deemed to constitute a contract between the
Employer and any Eligible Employee (or any other employee) or a consideration for, or
an inducement or condition of employment for, the performance of the services by any
Eligible Employee (or other employee). The Employer reserves the right to terminate
the Plan at any time, subject to Section VIII.C, by an instrument in writing which has
been executed on said Employer’s behalf by an officer thereof or by vote of its Board
of Directors; provided, the Plan may not be terminated before the date on which all
amounts credited to all Participant Accounts have been distributed in accordance with
Article VI, except as permitted under Code Section 409A and Treas. Reg. Section
1.409A-3(j)(ix)..
	 
	 	C.	 	Existing Rights. No amendment or termination of the Plan shall
adversely affect the rights of any Participant with respect to amounts credited to his
or her Account that are attributable to Elective Deferrals or Discretionary Credits
credited prior to the date of such amendment or termination. Any termination of the
Plan will cause each Participant to be 100% Vested in his or her Account,
notwithstanding Section V.D. The limitations described in this Section VIII.C shall
not apply to any amendment of the Plan which is reasonably necessary, in the opinion of
counsel, (i) to preserve the intended income tax consequences of the Plan or (ii) to
guard against other material adverse impacts on Participants and beneficiaries, and
which, in the opinion of counsel, is drafted primarily to preserve such intended
consequences, or status, or to guard against such adverse impacts.
	 
	 	D.	 	Assignment. The rights and obligations of the Employer shall enure to
the benefit of and shall be binding upon its successors and assigns.





IX. MISCELLANEOUS





	 	A.	 	No Funding. The Plan constitutes a mere promise by the Employer to
make benefit payments to such Participants and beneficiaries in the future and
Participants and beneficiaries shall have the status of general unsecured creditors of
the Employer. Any Accounts established pursuant to the Plan shall remain the property
of the Employer until distributed, and nothing in the Plan will otherwise be construed
to create a trust or to obligate the Employer or any other person to segregate a fund,
purchase an insurance contract, or in any other way currently to fund the future
payment of any benefits hereunder, nor will anything herein be construed to give any
employee or any other person rights to any specific assets of




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the Employer or of any other person. The Employer may, in its sole discretion,
create a grantor trust to pay its obligations hereunder, but shall have no
obligation to do so. In all events, it is the intent of the Employer that the Plan
be treated as unfunded for tax purposes and for purposes of Title I of ERISA.




	B.	 	Nonassignability. None of the benefits, payments, proceeds or claims
of any Participant or beneficiary shall be subject to any claim of any creditor of any
Participant or beneficiary and, in particular, the same shall not be subject to
attachment or garnishment or other legal process by any creditor of such Participant or
beneficiary, nor shall any Participant or beneficiary have any right to alienate,
anticipate, commute, pledge, encumber, sell, transfer or assign any of the benefits or
payments or proceeds which he may expect to receive, contingently or otherwise, under
the Plan.
	 
	C.	 	Limitation of Participants’ Rights. Participation in the Plan shall
not give any Eligible Employee the right to be retained in the employ of the Employer
or any right or interest in the Plan other than as herein provided. The Employer
reserves the right to dismiss any Eligible Employee without any liability for any claim
against the Employer, except to the extent provided herein.
	 
	D.	 	Government Regulations. It is intended that this Plan will comply with
all applicable laws and government regulations, and the Employer shall not be obligated
to perform an obligation hereunder in any case where, in the opinion of the Employer’s
counsel, such performance would result in the violation of any law or regulation.
	 
	E.	 	Governing Law. The Plan shall be construed, administered, and governed
in all respects under and by the laws of the State of Georgia. If any provision shall
be held by a court of competent jurisdiction to be invalid or unenforceable, the
remaining provisions hereof shall continue to be fully effective.
	 
	F.	 	Headings and Subheadings. Headings and subheadings in this Plan are
inserted for convenience only and are not to be considered in the construction of the
provisions hereof.




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Exhibit “A”




Merged Plans




	 	 	 	 	 
	Plan's Name	 	Date of Merger	 	Terms and Conditions
	 
	 	 	 	 
	Vital Processing Services, 

LLC Deferred Retention 

Compensation Plan

	 	July 8, 2005
	 	New distribution elections
permitted until 7/31/05
for participants who have
not separated from service
(separated participants
Stephen Swope will be paid
in a lump sum in August of
2005 and Glen Hunter will
be paid in May of 2006).
New distribution elections
may be made for 1-15 years
and on annual or monthly
basis; other distribution
provisions governed by
TSYS Plan. Contribution
elections grandfathered
(including elections for
percentages and specific
dollar amounts) so long as
compliant with Internal
Revenue Code Section 409A.
	 
	 	 	 	 
	Vital Processing Services, 

LLC Long-Term Incentive 

Plan

	 	July 8, 2005
	 	New distribution elections
permitted until 7/31/05
for participants who have
not separated from
service. New distribution
elections may be made for
1-15 years and on annual
or monthly basis; other
distribution provisions
governed by TSYS Plan.
Contribution elections
grandfathered (including
elections for percentages
and specific dollar
amounts) so long as
compliant with Internal
Revenue Code Section 409A.







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