Total System Services, Inc. 2008 Omnibus Plan



 Exhibit 10.1 
 Total System Services, Inc. 
 2008 Omnibus Plan, As Amended and Restated

 Effective May 1, 2012, 
 and renamed the 
 Total System Services, Inc. 

2012 Omnibus Plan 







 Contents 
  

					
	 Article 1. Establishment, Purpose, and Duration
	  	 	1	  
	 Article 2. Definitions
	  	 	1	  
	 Article 3. Administration
	  	 	6	  
	 Article 4. Shares Subject to This Plan and Maximum Awards
	  	 	7	  
	 Article 5. Eligibility and Participation
	  	 	9	  
	 Article 6. Stock Options
	  	 	9	  
	 Article 7. Stock Appreciation Rights
	  	 	11	  
	 Article 8. Restricted Stock and Restricted Stock Units
	  	 	12	  
	 Article 9. Performance Units/Performance Shares
	  	 	13	  
	 Article 10. Cash-Based Awards and Other Stock-Based Awards
	  	 	14	  
	 Article 11. Transferability of Awards
	  	 	15	  
	 Article 12. Performance Measures
	  	 	15	  
	 Article 13. Nonemployee Director Awards
	  	 	17	  
	 Article 14. Dividends and Dividend Equivalents
	  	 	18	  
	 Article 15. Change of Control
	  	 	18	  
	 Article 16. Rights of Participants
	  	 	18	  
	 Article 17. Amendment, Modification, Suspension, and Termination
	  	 	19	  
	 Article 18. Withholding
	  	 	20	  
	 Article 19. Successors
	  	 	20	  
	 Article 20. General Provisions
	  	 	20	  








 Total System Services, Inc. 
 2012 Omnibus Plan 
 Effective May 1, 2012 

Article 1. Establishment, Purpose, and Duration 

1.1 Establishment. Total System Services, Inc. (hereinafter referred to as the “Company”) previously established an
incentive compensation plan known as the Total System Services, Inc. 2008 Omnibus Plan (the “2008 Omnibus Plan”). Effective as of May 1, 2012, the Company hereby amends and restates the 2008 Omnibus Plan in the form set forth in this
document, which plan shall be known as the Total System Services, Inc. 2012 Omnibus Plan (hereinafter referred to as the “Plan”). 
 The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Covered
Employee annual incentive awards, Cash-Based Awards, and Other Stock-Based Awards. 
 The Plan shall become effective upon its
approval by the shareholders of the Company on May 1, 2012 at the Company’s 2012 Annual Meeting of Shareholders. Following its effectiveness, the Plan shall remain in effect as provided in Section 1.3 hereof. 

1.2 Purpose of the Plan. The purpose of the Plan is to advance the interests of the Company and its shareholders through Awards
that give Employees and Directors a personal stake in the Company’s growth, development and financial success. Awards under the Plan will motivate Employees and Directors to devote their best efforts to the business of the Company. They will
also help the Company attract and retain the services of Employees and Directors who are in a position to make significant contributions to the Company’s future success. 
 1.3 Duration of the Plan. Unless sooner terminated as provided herein, the Plan shall terminate ten (10) years from the date of the approval of the Plan by the Company’s shareholders.
After the Plan’s termination, no new Awards may be granted, but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions, including the terms and conditions of the Plan. Notwithstanding the
foregoing, no Incentive Stock Options may be granted more than ten (10) years after the earlier of: (a) the date the Plan is adopted by the Board, or (b) the date the Plan is approved by the Company’s shareholders. 

Article 2. Definitions 
 Whenever used in this Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized: 

 

	 	2.1	“Affiliate” shall mean any corporation or other entity (including, but not limited to, a partnership or a limited liability company) that
is affiliated with the Company through stock or equity ownership or otherwise, and is designated as an Affiliate for purposes of this Plan by the Committee. 


 

	 	2.2	“Annual Award Limit” or “Annual Award Limits” have the meaning set forth in Section 4.3. 


  
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	 	2.3	“Award” means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights,
Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Covered Employee annual incentive awards, Cash-Based Awards, or Other Stock-Based Awards, in each case subject to the terms of this Plan. 


 

	 	2.4	“Award Agreement” means either: (a) a written agreement entered into by the Company and a Participant setting forth the terms and provisions
applicable to an Award granted under this Plan, or (b) a written or electronic statement issued by the Company to a Participant describing the terms and provisions of such Award, including any amendment or modification thereof. The Committee
may provide for the use of electronic, Internet, or other nonpaper Award Agreements, and the use of electronic, Internet, or other nonpaper means for the acceptance thereof and actions thereunder by a Participant. 


 

	 	2.5	“Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such terms in Rule 13d-3 promulgated under the
Exchange Act. 

  

	 	2.6	“Board” or “Board of Directors” means the Board of Directors of the Company. 


 

	 	2.7	“Cash-Based Award” means an Award, denominated in cash, granted to a Participant as described in Article 10. 


 

	 	2.8	 “Change of Control” means any of the following events: (a) the acquisition by any “person,” as such term is used in
Section 13(d) and 14(d) of the Exchange Act (other than the Company or a subsidiary or any Company employee benefit plan (including its trustee)), of “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 30% or more of the total number of shares of the Company’s then outstanding securities; (b) individuals who, as of May 1, 2012, constitute the Board (the
“Incumbent Board”) cease for any reason to constitute at least a majority) of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the
Company’s shareholders, was approved by a vote of at least two-thirds (2/3) of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board; (c) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets or stock of the Company (a “Business Combination”), in
each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the total number of shares of the Company’s outstanding securities
immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the total number of shares of the then outstanding securities of the corporation resulting from such
Business Combination 



  
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(including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one
or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the total number of shares of the Company’s outstanding securities, (ii) no Person (excluding any
corporation resulting from such Business Combination, or any employee benefit plan (including its trustee) of the Company or such corporation resulting from such Business Combination beneficially owns, directly or indirectly, 30% or more of,
respectively, the total number of shares of the then outstanding securities of the corporation resulting from such Business Combination except to the extent that such ownership existed prior to the Business Combination and (iii) at least a
majority) of the members of the board of directors of the corporation resulting from such Business Combination who were directors of the Company immediately prior to the signing of the agreement providing for such Business Combination.


 Notwithstanding the foregoing, to the extent that any Award constitutes a deferral of compensation subject to
Section 409A of the Code, and if that Award provides for a change in the time or form of payment based upon a Change in Control, then, solely for purposes of applying such change in the time or form of payment provision, a Change in Control
Shall be deemed to have occurred upon an event described in Section 2.8 only if the event would also constitute a change in ownership or effective control of, or a change in ownership of a substantial portion of the assets of, the Company under
Section 409 A of the Code. 
 A “Change of Control” shall not result from any transaction precipitated by the
Company’s insolvency, appointment of a conservator, or determination by a regulatory agency that the Company is insolvent, nor from any transaction initiated by the Company in regard to converting from a publicly traded company to a privately
held company. 
  

	 	2.9	“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references to sections of the Code shall
be deemed to include references to any applicable regulations thereunder and any successor or similar provision. 

  

	 	2.10	“Committee” means the Compensation Committee of the Board or a subcommittee thereof, or any other committee designated by the Board to administer this
Plan. The members of the Committee shall be appointed from time to time and shall serve at the discretion of the Board. If the Committee does not exist or cannot function for any reason, the Board may take any action under the Plan that would
otherwise be the responsibility of the Committee. 

  

	 	2.11	“Company” means Total System Services, Inc., a Georgia corporation, and any successor thereto as provided in Article 19 herein.



  
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	 	2.12	“Covered Employee” means any key Employee who is or may become a “Covered Employee,” as defined in Code Section 162(m), and who is
designated, either as an individual Employee or class of Employees, by the Committee within the shorter of: (a) ninety (90) days after the beginning of the Performance Period, or (b) twenty-five percent (25%) of the Performance
Period has elapsed, as a “Covered Employee” under this Plan for such applicable Performance Period. 

  

	 	2.13	“Director” means any individual who is a member of the Board of Directors of the Company. 


 

	 	2.14	“Employee” means any individual designated as an employee of the Company, its Affiliates, and/or its Subsidiaries on the payroll records thereof. An
Employee shall not include any individual during any period he or she is classified or treated by the Company, Affiliate, and/or Subsidiary as an independent contractor, a consultant, or any employee of an employment, consulting, or temporary agency
or any other entity other than the Company, Affiliate, and/or Subsidiary, without regard to whether such individual is subsequently determined to have been, or is subsequently retroactively reclassified as, a common-law employee of the Company,
Affiliate, and/or Subsidiary during such period. 

  

	 	2.15	“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto. 


 

	 	2.16	“Fair Market Value” or “FMV” means a price that is based on the closing price of a Share reported on the New York Stock Exchange
(“NYSE”) or other established stock exchange (or exchanges) on the applicable date, or an average of trading days, as determined by the Committee in its discretion. Unless the Committee determines otherwise, Fair Market Value shall be
deemed to be equal to the reported closing price of a Share on the most recent date on which Shares were publicly traded. In the event Shares are not publicly traded at the time a determination of their value is required to be made hereunder, the
determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate. 

  

	 	2.17	“Freestanding SAR” means a SAR that is granted independently of any Options, as described in Article 7. 


 

	 	2.18	“Full-Value Award” means an Award other than in the form of an ISO, NQSO, or SAR, and which is settled by the issuance of Shares.


  

	 	2.19	“Grant Price” means the price established at the time of grant of a SAR pursuant to Article 7, used to determine whether there is any payment due
upon exercise of the SAR. 

  

	 	2.20	“Incentive Stock Option” or “ISO” means an Option to purchase Shares granted under Article 6 to an Employee and that is designated as an
Incentive Stock Option that is intended to meet the requirements of Code Section 422 or any successor provision. 


  
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	 	2.21	“Insider” shall mean an individual who is, on the relevant date, an executive officer or Director of the Company, or a more than ten percent
(10%) Beneficial Owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Board in accordance with Section 16 of the Exchange Act.


  

	 	2.22	“Nonemployee Director” means a Director who is not an Employee. 


 

	 	2.23	“Nonemployee Director Award” means any NQSO, SAR, or Full-Value Award granted, whether singly, in combination, or in tandem, to a Participant who is a
Nonemployee Director pursuant to such applicable terms, conditions, and limitations as the Board or Committee may establish in accordance with this Plan. 

  

	 	2.24	“Nonqualified Stock Option” or “NQSO” means an Option that is not intended to meet the requirements of Code Section 422, or that
otherwise does not meet such requirements. 

  

	 	2.25	“Option” means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6. 


 

	 	2.26	“Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option. 


 

	 	2.27	“Other Stock-Based Award” means an equity-based or equity-related Award not otherwise described by the terms of this Plan, granted pursuant to
Article 10. 

  

	 	2.28	“Participant” means any eligible individual as set forth in Article 5 to whom an Award is granted. 


 

	 	2.29	“Performance-Based Compensation” with respect to Covered Employees, means compensation under an Award that is intended to satisfy the requirements of
Code Section 162(m) for certain performance-based compensation. Notwithstanding the foregoing, nothing in this Plan shall be construed to mean that an Award which does not satisfy the requirements for performance-based compensation under Code
Section 162(m) does not constitute performance-based compensation for other purposes, including Code Section 409A. 

  

	 	2.30	“Performance Measures” means measures as described in Article 12 on which the performance goals are based and which are approved by the
Company’s shareholders pursuant to this Plan in order to qualify Awards as Performance-Based Compensation. 

  

	 	2.31	“Performance Period” means the period of time during which the performance goals must be met in order to determine the degree of payout and/or vesting
with respect to an Award. 

  

	 	2.32	“Performance Share” means an Award under Article 9 herein and subject to the terms of this Plan, denominated in Shares, the value of which at the
time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved. 


  
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	 	2.33	“Performance Unit” means an Award under Article 9 herein and subject to the terms of this Plan, denominated in units, the value of which at the
time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved. 

  

	 	2.34	“Period of Restriction” means the period when Restricted Stock or Restricted Stock Units are subject to a substantial risk of forfeiture (based on the
passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, in its discretion), as provided in Article 8. 


 

	 	2.35	“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a “group” as defined in Section 13(d) thereof. 

  

	 	2.36	“Plan” means the Total System Services, Inc. 2012 Omnibus Plan. 


 

	 	2.37	“Plan Year” means the calendar year. 

  

	 	2.38	“Restricted Stock” means an Award of Shares granted to a Participant pursuant to Article 8. 


 

	 	2.39	“Restricted Stock Unit” means an Award granted to a Participant pursuant to Article 8, except no Shares are actually awarded to the Participant on the
date of grant. 

  

	 	2.40	“Share” means a share of common stock of the Company, par value $.10 per share. 


 

	 	2.41	“Stock Appreciation Right” or “SAR” means an Award, designated as a SAR, pursuant to the terms of Article 7 herein.


  

	 	2.42	“Subsidiary” means any corporation or other entity, whether domestic or foreign, in which the Company has or obtains, directly or indirectly, a
proprietary interest of more than fifty percent (50%) 
by reason of stock ownership or otherwise. 

 Article 3. Administration 

3.1 General. The Plan shall be administered by the Committee, subject to this Article 3 and the other provisions of this Plan.
The Committee may employ attorneys, consultants, accountants, agents, and other individuals or entities, any of which may be an Employee, and the Committee, the Company, and its officers and Directors shall be entitled to rely upon the advice,
opinions, or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee shall be final and binding on the Participants, the Company, and all other interested individuals. 

3.2 Authority of the Committee. The Committee is authorized and empowered to administer the Plan and, subject to the provisions of
the Plan, shall have full power to (i) designate Employees and Directors to be recipients of Awards; (ii) determine the type and size of Awards; 

  
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(iii) determine the terms and conditions of Awards; (iv) certify satisfaction of performance goals for purposes of satisfying the requirements of Code Section 162(m); (v) construe
and interpret the terms of the Plan and any Award Agreement or other instrument entered into under the Plan; (vi) establish, amend, or waive rules and regulations for the Plan’s administration; (vii) subject to the provisions of
Section 4.4, authorize conversion or substitution under the Plan of any or all outstanding option or other awards held by service providers of an entity acquired by the Company on terms determined by the Committee (without regard to limitations
set forth in Section 6.3 and 7.5); (viii) subject to the provisions of Articles 15 and 17, amend the terms and conditions of any outstanding Award; (ix) grant Awards as an alternative to, or as the form of payment for, grants or
rights earned or due under compensation plans or similar arrangements of the Company; and (x) make any other determination and take any other action that it deems necessary or desirable for the administration of the Plan. 

3.3 Delegation. To the extent permitted by law and applicable rules of a stock exchange, the Committee may, by resolution,
authorize one or more officers of the Company to do one or both of the following on the same basis as can the Committee: (a) designate Employees to be recipients of Awards; and (b) determine the type and size of any such Awards; provided,
however: (i) the authority to make Awards to any Nonemployee Director or to any Employee who is considered an Insider may not be delegated; (ii) the resolution providing such authorization shall set forth the total number of Shares and
Awards such officer(s) may grant; and (iii) the officer(s) shall report periodically to the Committee regarding the nature and scope of the Awards granted pursuant to the authority delegated. 

Article 4. Shares Subject to This Plan and Maximum Awards 

4.1 Number of Shares Available for Awards. 
  

	 	(a)	Subject to adjustment as provided in Section 4.4 herein, the maximum number of Shares available for issuance to Participants under this Plan (the “Share
Authorization”) shall be 17,000,000 Shares. For the sake of clarity, all Shares issued under the 2008 Omnibus Plan prior to May 1, 2012 shall be deducted from 17,000,000 when determining the number of Shares available for issuance under
the Plan. 

  

	 	(b)	The maximum number of Shares of the Share Authorization that may be issued pursuant to ISOs under this Plan shall be 17,000,000. 


 

	 	(c)	Subject to adjustment in Section 4.4, the maximum number of Shares of the Share Authorization that may be issued to Nonemployee Directors shall be 2,000,000
Shares, and no Nonemployee Director may be granted an Award covering more than 10,000 Shares in any Plan Year, except that this annual limit on Nonemployee Director Awards shall be increased to 50,000 Shares for any Nonemployee Director serving as
Chairman of the Board; provided, however, that in the Plan Year in which an individual is first appointed or elected to the Board as a Nonemployee Director, such individual may be granted an Award covering up to an additional 50,000 Shares (a
“New Nonemployee Director Award”). 


  
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	 	(d)	Except with respect to a maximum of five percent (5%) of the Share Authorization, any Full Value Awards which vest on the basis of the Employee’s continued
employment with or provision of service to the Company shall not provide for vesting which is any more rapid than annual pro rata vesting over a three- (3-) year period and any Full Value Awards which vest upon the attainment of performance goals
shall provide for a Performance Period of at least twelve (12) months. 

 4.2 Share Usage. Shares
covered by an Award shall only be counted as used to the extent they are actually issued. Any Shares related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares, are settled in cash in
lieu of Shares, or are exchanged with the Committee’s permission, prior to the issuance of Shares, for Awards not involving Shares, shall be available again for grant under this Plan. However, the full number of Stock Appreciation Rights
granted that are to be settled by the issuance of Shares shall be counted against the number of Shares available for award under the Plan, regardless of the number of Shares actually issued upon settlement of such Stock Appreciation Rights. Further,
any Shares withheld to satisfy tax withholding obligations on Awards issued under the Plan, Shares tendered to pay the exercise price of Awards under the Plan, and Shares repurchased on the open market with the proceeds of an Option exercise will
not be returned as available Shares under the Plan. The Shares available for issuance under this Plan may be authorized and unissued Shares or treasury Shares. 
 4.3 Annual Award Limits. Unless and until the Committee determines that an Award to a Covered Employee shall not be designed to qualify as Performance-Based Compensation, the following limits (each
an “Annual Award Limit” and, collectively, “Annual Award Limits”) shall apply to grants of such Awards under this Plan: 
  

	 	(a)	Options: The maximum aggregate number of Shares subject to Options granted in any one Plan Year to any one Participant shall be 4,000,000.


  

	 	(b)	SARs: The maximum number of Shares subject to Stock Appreciation Rights granted in any one Plan Year to any one Participant shall be 4,000,000.


  

	 	(c)	Restricted Stock or Restricted Stock Units: The maximum aggregate grant with respect to Awards of Restricted Stock or Restricted Stock Units in any one Plan Year
to any one Participant shall be 2,000,000. 

  

	 	(d)	Performance Units or Performance Shares: The maximum aggregate Award of Performance Units or Performance Shares that a Participant may receive in any one Plan
Year shall be 2,000,000 Shares if such Award is payable in Shares, or equal to the value of 100,000 Shares if such Award is payable in cash or property other than Shares, determined as of the earlier of the vesting or the payout date, as applicable.


  

	 	(e)	Cash-Based Awards: The maximum aggregate amount awarded or credited with respect to Cash-Based Awards to any one Participant in any one Plan Year may not exceed
$2,000,000.00. 


  
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	 	(f)	Other Stock-Based Awards. The maximum aggregate grant with respect to Other Stock-Based Awards pursuant to Section 10.2 in any one Plan Year to any one
Participant shall be 2,000,000 Shares. 

 4.4 Adjustments in Authorized Shares. In the event of any
corporate event or transaction (including, but not limited to, a change in the Shares of the Company or the capitalization of the Company) such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete
liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in-kind, or other like change in capital structure,
number of outstanding Shares or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, the Committee, in order to prevent dilution or enlargement of Participants’ rights
under this Plan, shall substitute or adjust the number and kind of Shares that may be issued under this Plan or under particular forms of Awards, the number and kind of Shares subject to outstanding Awards, the Option Price or Grant Price applicable
to outstanding Awards, the Annual Award Limits, or other value determinations applicable to outstanding Awards, with the specific adjustments to be determined by the Committee in its sole discretion. 

The Committee shall make appropriate adjustments to any other terms of any outstanding Awards under this Plan to reflect such changes or
distributions, including modifications of performance goals and changes in the length of Performance Periods. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this
Plan. 
 Subject to the provisions of Article 17 and notwithstanding anything else herein to the contrary, without
affecting the number of Shares reserved or available hereunder, the Committee may authorize the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon
such terms and conditions as it may deem appropriate (including, but not limited to, a conversion of equity awards into Awards under this Plan in a manner consistent with Accounting Standards Codification (ASC) 718 section 55). 

Any actions taken under section 4.4 shall be subject to compliance with the rules under Code Sections 409A, 422 and 424, as and where applicable.

 Article 5. Eligibility and Participation 

5.1 Eligibility. Individuals eligible to participate in this Plan include all Employees and Nonemployee Directors. 

5.2 Actual Participation. Subject to the provisions of this Plan, the Committee may, from time to time in its sole discretion,
select from the individuals eligible to participate, those to whom Awards shall be granted. 

Article 6. Stock Options 
 6.1 Grant of Options. Subject to the terms and provisions of this Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be
determined by the Committee, in its sole discretion, provided that ISOs may be granted only to eligible Employees of the Company or of any parent or subsidiary corporation 

  
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(as permitted under Code Sections 422 and 424). However, an Employee who is employed by an Affiliate and/or Subsidiary and is subject to Code Section 409A may only be granted Options to
the extent the Affiliate and/or Subsidiary is part of the Company’s consolidated group for United States federal tax purposes. 
 6.2 Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the maximum duration of the Option, the number of Shares to which the Option
pertains, the conditions upon which an Option shall become vested and exercisable, and such other provisions as the Committee shall determine which are not inconsistent with the terms of this Plan. The Award Agreement also shall specify whether the
Option is intended to be an ISO or an NQSO. 
 6.3 Option Price. The Option Price for each grant of an Option under this
Plan shall be determined by the Committee in its sole discretion and shall be specified in the Award Agreement; provided, however, the Option Price on the date of grant must be at least equal to one hundred percent (100%) of the FMV of the
Shares on the date of grant. 
 6.4 Term of Options. Each Option granted to a Participant shall
expire at such time as the Committee shall determine at the time of grant; provided, however, no Option shall be exercisable later than the tenth (10th) anniversary date of its grant. 
 6.5 Exercise of Options. Options granted under this Article 6 shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance
approve, which terms and restrictions need not be the same for each grant or for each Participant. 
 Options granted under this
Article 6 shall be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Committee setting forth the number of Shares with respect to which the Option is to
be exercised, accompanied by full payment for the Shares, or by complying with any alternative exercise procedures the Committee may authorize. 
 6.6 Payment. A condition of the issuance of the Shares as to which an Option shall be exercised shall be the payment of the Option Price. The Option Price of any Option shall be payable to the
Company in full either: (a) in cash or its equivalent; (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the Option Price (subject
to such procedures and conditions as the Committee may establish); (c) by a cashless (broker-assisted) exercise; (d) by having the company withhold Shares having a Fair Market Value on the date of exercise equal to the Option price;
(e) by a combination of (a), (b), (c) and/or (d); or (f) any other method approved or accepted by the Committee in its sole discretion. 
 Subject to any governing rules or regulations, as soon as practicable after receipt of written notification of exercise and full payment (including satisfaction of any applicable tax withholding), the
Company shall deliver to the Participant evidence of book entry Shares, or upon the Participant’s request, Share certificates in an appropriate amount based upon the number of Shares purchased under the Option(s). 

Unless otherwise determined by the Committee, all payments under all of the methods indicated above shall be paid in United States
dollars. 
 6.7 Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired
pursuant to the exercise of an Option granted under this Article 6 as it may 

  
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deem advisable, including, without limitation, minimum holding period requirements, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market
upon which such Shares are then listed and/or traded, or under any blue sky or state securities laws applicable to such Shares. 

6.8 Termination of Employment/Service. Each Participant’s Award Agreement shall set forth the extent to which the Participant
shall have the right to exercise the Option following termination of the Participant’s employment or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the
sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Options issued pursuant to this Article 6, and may reflect distinctions based on the reasons for
termination. 
 6.9 Special ISO Requirements. Notwithstanding sections 6.3 and 6.4 above, a person who owns (or is deemed
to own) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any of its Affiliates shall not be granted an Incentive Stock Option unless the Option Exercise Price is at least 110% of the FMV
of the Shares on the date of grant and the Option is not exercisable after the expiration of five years from the date of grant. To the extent that the aggregate FMV (determined at the time of grant) of Shares with respect to which Incentive Stock
Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, the Options or portions thereof which exceed such limit (according to the order in which
they were granted) shall be treated as Nonqualified Stock Options. 
 Article 7. Stock Appreciation
Rights 
 7.1 Grant of SARs. Subject to the terms and conditions of this Plan, Freestanding SARs may be granted to
Participants at any time and from time to time as shall be determined by the Committee. However, an Employee who is employed by an Affiliate and/or Subsidiary and is subject to Code Section 409A may only be granted SARs to the extent the
Affiliate and/or Subsidiary is part of the Company’s consolidated group for United States federal tax purposes. 
 Subject
to the terms and conditions of this Plan, the Committee shall have complete discretion in determining the number of SARs granted to each Participant and, consistent with the provisions of this Plan, in determining the terms and conditions pertaining
to such SARs. 
 The Grant Price for each grant of a Freestanding SAR shall be determined by the Committee and shall be
specified in the Award Agreement; provided, however, the Grant Price on the date of grant must be at least equal to one hundred percent (100%) of the FMV of the Shares on the date of grant. 

7.2 SAR Agreement. Each SAR Award shall be evidenced by an Award Agreement that shall specify the Grant Price, the term of the
SAR, and such other provisions as the Committee shall determine. 
 7.3 Term of SAR. The term of a
SAR granted under this Plan shall be determined by the Committee, in its sole discretion, and except as determined otherwise by the Committee and specified in the SAR Award Agreement, no SAR shall be exercisable later than the tenth (10th) anniversary date of its grant. 

7.4 Exercise of Freestanding SARs. Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its
sole discretion, imposes. 

  
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 7.5 Settlement of SAR Amount. Upon the exercise of a SAR, a Participant shall be
entitled to receive payment from the Company in an amount determined by multiplying: 
  

	 	(a)	The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price; by 


 

	 	(b)	The number of Shares with respect to which the SAR is exercised. 

 At the discretion of the Committee, the payment upon SAR exercise may be in cash, Shares, or any combination thereof, or in any other manner approved by the Committee in its sole discretion. The
Committee’s determination regarding the form of SAR payout shall be set forth in the Award Agreement pertaining to the grant of the SAR. 
 7.6 Termination of Employment/Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the SAR following termination of the
Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award
Agreement entered into with Participants, need not be uniform among all SARs issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination. 
 7.7 Other Restrictions. The Committee shall impose such other conditions and/or restrictions on any Shares received upon exercise of a SAR granted pursuant to this Plan as it may deem advisable or
desirable. These restrictions may include, but shall not be limited to, a requirement that the Participant hold the Shares received upon exercise of a SAR for a specified period of time. 
 Article 8. Restricted Stock and Restricted Stock Units 
 8.1 Grant of Restricted Stock or Restricted Stock Units. Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock
and/or Restricted Stock Units to Participants in such amounts as the Committee shall determine. Restricted Stock Units shall be similar to Restricted Stock except that no Shares are actually awarded to the Participant on the date of grant.

 8.2 Restricted Stock or Restricted Stock Unit Agreement. Each Restricted Stock and/or Restricted Stock Unit grant
shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock or the number of Restricted Stock Units granted, and such other provisions as the Committee shall determine.

 8.3 Other Restrictions. The Committee shall impose such other conditions and/or restrictions on any Shares of
Restricted Stock or Restricted Stock Units granted pursuant to this Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock or each Restricted
Stock Unit, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals, time-based restrictions, and/or restrictions under applicable laws or under the
requirements of any stock exchange or market upon which such Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Stock or Restricted Stock Units. 

To the extent deemed appropriate by the Committee, the Company may retain the certificates representing Shares of Restricted Stock in the
Company’s possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied or lapse. 

  
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 Except as otherwise provided in this Article 8, Shares of Restricted Stock covered by
each Restricted Stock Award shall become freely transferable by the Participant after all conditions and restrictions applicable to such Shares have been satisfied or lapse (including satisfaction of any applicable tax withholding obligations), and
Restricted Stock Units shall be paid in cash, Shares, or a combination of cash and Shares as the Committee, in its sole discretion, shall determine. 
 8.4 Certificate Legend. In addition to any legends placed on certificates pursuant to Section 8.3, each certificate representing Shares of Restricted Stock granted pursuant to this Plan may
bear a legend such as the following or as otherwise determined by the Committee in its sole discretion: 
 “The transferability of this
certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Total System Services, Inc. 2012 Omnibus Plan and a Restricted Stock Award Agreement entered into between the registered
owner and Total System Services, Inc. Copies of such Plan and Agreement are on file in the offices of Total System Services, Inc., One TSYS Way, Columbus, Georgia 31901.” 
 8.5 Voting Rights. Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to the extent permitted or required by law, as determined by the Committee,
Participants holding Shares of Restricted Stock granted hereunder may be granted the right to exercise full voting rights with respect to those Shares during the Period of Restriction. A Participant shall have no voting rights with respect to any
Restricted Stock Units granted hereunder. 
 8.6 Termination of Employment/Service. Each Award Agreement shall set forth
the extent to which the Participant shall have the right to retain Restricted Stock and/or Restricted Stock Units following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its
Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Shares of Restricted Stock or
Restricted Stock Units issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination. 

8.7 Section 83(b) Election. The Committee may provide in an Award Agreement that the Award of Restricted Stock is conditioned
upon the Participant making or refraining from making an election with respect to the Award under Code Section 83(b). If a Participant makes an election pursuant to Code Section 83(b) concerning a Restricted Stock Award, the Participant
shall be required to file promptly a copy of such election with the Company. 
 Article 9. Performance
Units/Performance Shares 
 9.1 Grant of Performance Units/Performance Shares. Subject to the terms and provisions of
this Plan, the Committee, at any time and from time to time, may grant Performance Units and/or Performance Shares to Participants in such amounts and upon such terms as the Committee shall determine. 

  
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 9.2 Value of Performance Units/Performance Shares. Each Performance Unit shall have
an initial value that is established by the Committee at the time of grant. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant. The Committee shall set performance goals in its
discretion which, depending on the extent to which they are met, will determine the value and/or number of Performance Units/Performance Shares that will be paid out to the Participant. 

9.3 Earning of Performance Units/Performance Shares. Subject to the terms of this Plan, after the applicable Performance Period
has ended, the holder of Performance Units/Performance Shares shall be entitled to receive payout on the value and number of Performance Units/Performance Shares earned by the Participant over the Performance Period, to be determined as a function
of the extent to which the corresponding performance goals have been achieved. 
 9.4 Form and Timing of Payment of
Performance Units/Performance Shares. Payment of earned Performance Units/Performance Shares shall be as determined by the Committee and as evidenced in the Award Agreement. Subject to the terms of this Plan, the Committee, in its sole
discretion, may pay earned Performance Units/Performance Shares in the form of cash or in Shares (or in a combination thereof) equal to the value of the earned Performance Units/Performance Shares at the close of the applicable Performance Period,
or as soon as practicable after the end of the Performance Period. Any Shares may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout of such Awards shall
be set forth in the Award Agreement pertaining to the grant of the Award. 
 9.5 Termination of Employment/Service. Each
Award Agreement shall set forth the extent to which the Participant shall have the right to retain Performance Units and/or Performance Shares following termination of the Participant’s employment with or provision of services to the Company,
its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all
Awards of Performance Units or Performance Shares issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination. 
 Article 10. Cash-Based Awards and Other Stock-Based Awards 
 10.1 Grant of Cash-Based Awards. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Cash-Based Awards to Participants in such amounts and
upon such terms as the Committee may determine. 
 10.2 Other Stock-Based Awards. The Committee may grant other types of
equity-based or equity-related Awards not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted Shares) in such amounts and subject to such terms and conditions as the Committee shall determine. Such
Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares, and may include, without limitation, Awards designed to comply with or take advantage of the applicable local
laws of jurisdictions other than the United States. 
 10.3 Value of Cash-Based and Other Stock-Based Awards. Each
Cash-Based Award shall specify a payment amount or payment range as determined by the Committee. Each Other Stock-

  
 14 









 
Based Award shall be expressed in terms of Shares or units based on Shares, as determined by the Committee. The Committee may establish performance goals in its discretion. If the Committee
exercises its discretion to establish performance goals, the number and/or value of Cash-Based Awards or Other Stock-Based Awards that will be paid out to the Participant will depend on the extent to which the performance goals are met. 

10.4 Payment of Cash-Based Awards and Other Stock-Based Awards. Payment, if any, with respect to a Cash-Based Award or any Other
Stock-Based Award shall be made in accordance with the terms of the Award, in cash or Shares as the Committee determines. 

10.5 Termination of Employment/Service. The Committee shall determine the extent to which the Participant shall have the right to
receive Cash-Based Awards or Other Stock-Based Awards following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be
determined in the sole discretion of the Committee, such provisions may be included in an agreement entered into with each Participant, but need not be uniform among all Awards of Cash-Based Awards or Other Stock-Based Awards issued pursuant to the
Plan, and may reflect distinctions based on the reasons for termination. 
 Article 11. Transferability
of Awards 
 11.1 Transferability. Except as provided in Section 11.2 below, during a Participant’s
lifetime, his or her Awards shall be exercisable only by the Participant. Awards shall not be transferable other than by will or the laws of descent and distribution; no Awards shall be subject, in whole or in part, to attachment, execution, or levy
of any kind; and any purported transfer in violation hereof shall be null and void. The Committee may establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable or Shares deliverable in
the event of, or following, the Participant’s death may be provided. 
 11.2 Committee Action. The Committee may, in
its discretion, determine that notwithstanding Section 11.1, any or all Awards (other than ISOs) shall be transferable to and exercisable by such transferees, and subject to such terms and conditions, as the Committee may deem appropriate;
provided, however, no Award may be transferred for value (as defined in the General Instructions to Form S-8). 
 
Article 12. Performance Measures 
 12.1 Performance Measures. The performance goals upon which the payment
or vesting of an Award to a Covered Employee that is intended to qualify as Performance-Based Compensation shall be limited to the following Performance Measures: 
  

	 	(a)	Net earnings or net income (before or after taxes); 

  

	 	(b)	Earnings per share 

  

	 	(c)	Net sales or revenue growth; 

  

	 	(d)	Net operating profit; 


  
 15 










	 	(e)	Return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales, or revenue); 


 

	 	(f)	Cash flow (including, but not limited to, operating cash flow, free cash flow, cash generation, cash flow return on equity, and cash flow return on investment);


  

	 	(g)	Earnings before or after taxes, interest, depreciation, and/or amortization; 


 

	 	(h)	Gross or operating margins; 

  

	 	(i)	Productivity ratios; 

  

	 	(j)	Share price (including, but not limited to, growth measures and total shareholder return); 


 

	 	(k)	Expense targets; 

  

	 	(l)	Margins; 

  

	 	(m)	Operating efficiency; 

  

	 	(n)	Market share; 

  

	 	(o)	Customer satisfaction; 

  

	 	(p)	Unit volume; 

  

	 	(q)	Working capital targets and change in working capital; 

  

	 	(r)	 Economic value added or
EVA® (net operating profit after tax minus the sum of capital multiplied by the cost of capital);



  

	 	(s)	Asset growth; 

  

	 	(t)	Number of cardholder, merchant and/or other customer accounts processed or converted; and 


 

	 	(u)	Successful negotiation or renewal of contracts with new or existing customers. 

 Any Performance Measure(s) may be used to measure the performance of the Company, Subsidiary, and/or Affiliate as a whole or any segment or business unit of the Company, Subsidiary, and/or Affiliate or
any combination thereof, as the Committee may deem appropriate, or any of the above Performance Measures as compared to the performance of a group of comparator companies, or published or special index that the Committee, in its sole discretion,
deems appropriate, or the Company may select Performance Measure (j) above as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of performance
goals pursuant to the Performance Measures specified in this Article 12. 

  
 16 









 With regard to a particular Performance Period, the Committee, in its sole discretion,
shall, within the first 90 days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), determine the length of the Performance Period (provided any such Performance Period shall
be not less than one fiscal quarter in duration), the type(s) of Performance-Based Compensation Awards to be issued, and the Performance Measures that will be used to establish the performance goals,. Following the completion of a Performance
Period, the Committee shall review and certify in writing whether, and to what extent, the performance goals for the Performance Period have been achieved and, if so, calculate and certify in writing the amount of the Performance -Based Compensation
Awards earned for the period. 
 12.2 Evaluation of Performance. The Committee may provide in any such Award that any
evaluation of achievement of Performance Measures may, among other things, include or exclude any of the following events that occur during a Performance Period: (a) asset write-downs, (b) litigation, claims, judgments or settlements,
(c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (d) any reorganization and restructuring programs, (e) extraordinary nonrecurring items as described in ASC 225
and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year, (f) acquisitions or divestitures, and (g) foreign
exchange gains and losses. To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility (unless the Committee exercises
its discretion pursuant to Section 12.4 that such Award not satisfy the requirements of Section 162(m) of the Code). 

12.3 Discretionary Adjustment of Performance-Based Compensation. Awards that are intended to qualify as Performance-Based
Compensation may not be adjusted upward. The Committee shall retain the discretion to adjust such Awards downward, either on a formula or discretionary basis, or any combination, as the Committee determines. 

12.4 Committee Discretion. In the event that applicable tax and/or securities laws change to permit Committee discretion to alter
the governing Performance Measures without obtaining shareholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining shareholder approval. In addition, in the event that the Committee determines
that it is advisable to grant Awards that shall not qualify as Performance-Based Compensation, the Committee may make such grants without satisfying the requirements of Code Section 162(m) and base vesting on Performance Measures other than
those set forth in Section 12.1. 
 Article 13. Nonemployee Director Awards 

From time to time, the Board shall set the amount(s) and type(s) of equity awards that shall be granted to all Nonemployee Directors on a
periodic, nondiscriminatory basis pursuant to the Plan, as well as any additional amount(s), if any, to be awarded, also on a periodic, nondiscriminatory basis, based on each of the following: (i) the number of Board committees on which a
Nonemployee Director serves; (ii) service of a Nonemployee Director as the chair of a Board committee; (iii) service of a Nonemployee Director as Chairman of the Board; or (iv) the


  
 17 









 
initial selection or appointment of an individual to the Board as a Nonemployee Director. Subject to the foregoing, the Board shall grant such Awards to Nonemployee Directors, as it shall from
time to time determine. 
 Article 14. Dividends and Dividend Equivalents 

Any Participant selected by the Committee may be granted dividends or dividend equivalents based on the dividends declared on Shares that
are subject to any Full Value Award, to be credited as of the dividend payment dates during the period between the date the Award is granted and the date the Award vests as determined by the Committee. The dividends or dividend equivalents may be
subject to any limitations and/or restrictions determined by the Committee, and shall in all cases be paid in a manner that complies with the restriction under Code section 409A. Such dividend equivalents shall be converted to cash or additional
Shares by such formula and at such time and subject to such limitations as may be determined by the Committee. 
 
Article 15. Change of Control 
 Notwithstanding any other provision of the Plan to the contrary, unless the
Committee specifies otherwise in an Award Agreement, in the event of a Change of Control: (i) any Options and Stock Appreciation Rights which are outstanding immediately prior to the date such Change of Control is determined to have occurred,
and which are not then exercisable and vested, shall become fully exercisable and vested to the full extent of the original grant; (ii) the restrictions and deferral limitations applicable to any Restricted Stock shall lapse, and such
Restricted Stock shall become free of all restrictions and limitations and become fully vested and transferable to the full extent of the original grant; and (iii) the restrictions and deferral limitations and other conditions applicable to any
other Awards under the Plan shall lapse, and such other Awards shall become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent of the original grant. Notwithstanding the foregoing
provisions of this Article 15, with respect to Awards granted under this Plan to Participants who were executive officers of the Company at the time of grant, and which are assumed by the surviving entity in a Change of Control transaction, or are
equitably converted or substituted in connection with a Change in Control, the vesting of such Awards shall not be accelerated unless the executive’s employment is terminated within two years following the effective date of such Change of
Control either (i) by the surviving entity without cause or (ii) by the executive for good reason as defined in the executive’s Award Agreement or employment agreement, as applicable. 

Article 16. Rights of Participants 
 16.1 Employment/Service. Nothing in this Plan or an Award Agreement shall interfere with or limit in any way the right of the Company, its Affiliates, and/or its Subsidiaries to terminate any
Participant’s employment or service on the Board or to the Company at any time or for any reason not prohibited by law, nor confer upon any Participant any right to continue his employment or service as a Director for any specified period of
time. 
 Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company, its
Affiliates, and/or its Subsidiaries and, accordingly, subject to Articles 3 and 17, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Committee without giving rise to any liability on the
part of the Company, its Affiliates, and/or its Subsidiaries. 

  
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 16.2 Participation. No individual shall have the right to be selected to receive an
Award under this Plan or, having been so selected, to be selected to receive a future Award. 
 16.3 Rights as a
Shareholder. Except as otherwise provided herein or in any Award Agreement, a Participant shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares.

 Article 17. Amendment, Modification, Suspension, and Termination 

17.1 Amendment, Modification, Suspension, and Termination. Subject to Section 17.3, the Committee may, at any time and from
time to time, alter, amend, modify, suspend, or terminate this Plan and any Award Agreement in whole or in part; provided, however, that without the prior approval of the Company’s shareholders and except as provided in Section 4.4,
Options or SARs issued under this Plan will not be repriced, replaced, repurchased for cash when the Fair Market Value of a Share is lower than the Option Price of a previously granted Option or the Grant Price of a previously granted SAR, or
regranted through cancellation, or by lowering the Option Price of a previously granted Option or the Grant Price of a previously granted SAR, and no material amendment of this Plan shall be made without shareholder approval if shareholder approval
is required by law, regulation, or stock exchange rule. 
 17.2 Adjustment of Awards Upon the Occurrence of Certain Unusual
or Nonrecurring Events. The Committee shall make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events, other than those described in Section 4.4 hereof, affecting
the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent unintended dilution or
enlargement of the benefits or potential benefits intended to be made available under this Plan. The Committee shall determine any adjustment (a) consistent with the intent that an Award which is Performance Based Compensation qualify for the
performance-based compensation exception under Section 162(m) of the Code (unless the Committee exercises its discretion pursuant to Section 12.4 that such Award not satisfy the requirements of Section 162(m) of the Code), and
(b) after taking into account, to the extent applicable, the provisions of the Code applicable to Incentive Stock Options and the provisions of Section 409A of the Code. The determination of the Committee as to the foregoing adjustments,
if any, shall be conclusive and binding on Participants under this Plan. 
 17.3 Awards Previously Granted.
Notwithstanding any other provision of this Plan to the contrary (other than Section 17.4), no termination, amendment, suspension, or modification of this Plan or an Award Agreement shall adversely affect in any material way any Award
previously granted under this Plan, without the written consent of the Participant holding such Award. 
 17.4 Amendment to
Conform to Law. Notwithstanding any other provision of this Plan to the contrary, the Board of Directors may amend the Plan or an Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of
conforming the Plan or an Award Agreement to any present or future law relating to plans of this or similar nature (including, but not limited to, Code Section 409A), and to the administrative regulations and rulings promulgated thereunder.


  
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 Article 18. Withholding 

18.1 Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to
the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan. 

18.2 Share Withholding. With respect to withholding required upon the exercise of Options or SARs, upon the lapse of restrictions
on Restricted Stock and Restricted Stock Units, or upon the achievement of performance goals related to Performance Shares, or any other taxable event arising as a result of an Award granted hereunder, Participants may elect, subject to the approval
of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on
the transaction. All such elections shall be irrevocable, made in writing, and signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate. 

Article 19. Successors 
 All obligations of the Company under this Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct
or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. 
 
Article 20. General Provisions 
 20.1 Forfeiture Events. 

 

	 	(a)	The Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction,
cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of
employment for cause, termination of the Participant’s provision of services to the Company, Affiliate, and/or Subsidiary, violation of material Company, Affiliate, and/or Subsidiary policies, breach of noncompetition, confidentiality, or other
restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company, its Affiliates, and/or its Subsidiaries. 


 

	 	(b)	Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange listing requirement
will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or
stock exchange listing requirement) and the Committee, in its sole and exclusive discretion, may require that any Participant reimburse the Company all or part of the amount of any payment in settlement of any Award granted hereunder.



  
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 20.2 Legend. The certificates for Shares may include any legend that the Committee
deems appropriate to reflect any restrictions on transfer of such Shares. 
 20.3 Gender and Number. Except where
otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural. 

20.4 Severability. In the event any provision of this Plan shall be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included. 
 20.5 Requirements of Law. The granting of Awards and the issuance of Shares under this Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any
governmental agencies, the NYSE or other national securities exchanges as may be required. 
 20.6 Delivery of Title. The
Company shall have no obligation to issue or deliver evidence of title for Shares issued under this Plan prior to: 
  

	 	(a)	Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and 


 

	 	(b)	Completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company
determines to be necessary or advisable. 

 20.7 Inability to Obtain Authority. The inability of the
Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 

20.8 Investment Representations. The Committee may require any individual receiving Shares pursuant to an Award under this Plan to
represent and warrant in writing that the individual is acquiring the Shares for investment and without any present intention to sell or distribute such Shares. 
 20.9 Employees Based Outside of the United States. Notwithstanding any provision of this Plan to the contrary, in order to comply with the laws in other countries in which the Company, its
Affiliates, and/or its Subsidiaries operate or have Employees or Directors, the Committee, in its sole discretion, shall have the power and authority to: 
  

	 	(a)	Determine which Affiliates and Subsidiaries shall be covered by this Plan. 


 

	 	(b)	Determine which Employees or Directors outside the United States are eligible to participate in this Plan. 


 

	 	(c)	Modify the terms and conditions of any Award granted to Employees or Directors outside the United States to comply with applicable foreign laws.



  
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	 	(d)	Establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any subplans and
modifications to Plan terms and procedures established under this Section 20.9 by the Committee shall be attached to this Plan document as appendices. 


 

	 	(e)	Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or
approvals. 

 Notwithstanding the above, the Committee may not take any actions hereunder, and no Awards shall be
granted that would violate applicable law. 
 20.10 Uncertificated Shares. To the extent that this Plan provides for
issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange. 

20.11 Unfunded Plan. Participants shall have no right, title, or interest whatsoever in or to any investments that the Company
and/or its Subsidiaries and/or its Affiliates may make to aid it in meeting its obligations under this Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind,
or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative, or any other individual. To the extent that any individual acquires a right to receive payments from the Company, its Subsidiaries, and/or its
Affiliates under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Company, a Subsidiary, or an Affiliate, as the case may be. All payments to be made hereunder shall be paid from the general funds of
the Company, a Subsidiary, or an Affiliate, as the case may be, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in this Plan. 

20.12 No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to this Plan or any Award. The Committee
shall determine whether cash, Awards, or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated. 

20.13 Retirement and Welfare Plans. Neither Awards made under this Plan nor Shares or cash paid pursuant to such Awards, except
pursuant to Covered Employee annual incentive awards, may be included as “compensation” for purposes of computing the benefits payable to any Participant under the Company’s or any Subsidiary’s or Affiliate’s retirement
plans (both qualified and nonqualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant’s benefit. 

20.14 Deferred Compensation. It is the intention of the Company that no Award be deferred compensation subject to Code
Section 409A unless and to the extent that the Committee specifically determines otherwise. The terms and conditions governing any Awards that the Committee determines will be subject to Section 409A of the Code, including any rules for
payment, including elective or mandatory deferral of the payment or delivery of cash or Shares pursuant thereto, and any rules regarding treatment of such Awards in the event of a Change in Control, shall be set forth in the applicable Award
Agreement and shall be intended to comply in all respects with Section 409A of the Code, and the Plan, and the terms and conditions of such Awards shall be interpreted and administered accordingly. The Committee shall not extend the period to
exercise an Option or Stock Appreciation Right to the extent that such extension would 

  
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cause the Option or Stock Appreciation Right to become subject to Code Section 409A. Unless the Committee provides otherwise in an Award Agreement, each Restricted Stock Unit, Performance
Unit, Performance Share, Cash-Based Award and/or Stock Bonus Award shall be paid in full to the Participant no later than the fifteenth day of the third month after the end of the first calendar year in which such Award is no longer subject to a
“substantial risk of forfeiture” within the meaning of Code Section 409A. If the Committee provides in an Award Agreement that a Restricted Stock Unit, Performance Unit, Performance Share, Cash-Based Award or Other Stock-Based Award
is intended to be subject to Code Section 409A, the Award Agreement shall include terms that are intended to comply in all respects with Code Section 409A. No Dividend Equivalents shall relate to Shares underlying an Option or SAR unless
such Dividend Equivalent rights are explicitly set forth as a separate arrangement and do not cause any such Option or SAR to be subject to Code Section 409A. 
 20.15 Nonexclusivity of This Plan. The adoption of this Plan shall not be construed as creating any limitations on the power of the Board or Committee to adopt such other compensation arrangements
as it may deem desirable for any Participant. 
 20.16 No Constraint on Corporate Action. Nothing in this Plan shall be
construed to: (a) limit, impair, or otherwise affect the Company’s or a Subsidiary’s or an Affiliate’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to
merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or, (b) limit the right or power of the Company or a Subsidiary or an Affiliate to take any action which such entity deems to be
necessary or appropriate. 
 20.17 Governing Law. The Plan and each Award Agreement shall be governed by the laws of the
State of Georgia, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan to the substantive law of another jurisdiction. Unless otherwise provided in the Award Agreement,
recipients of an Award under this Plan are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of Georgia to resolve any and all issues that may arise out of or relate to this Plan or any related Award Agreement.

 20.18 Indemnification. Subject to requirements of Georgia law, each individual who is or shall have been a member of
the Board, or a committee appointed by the Board, or an officer of the Company to whom authority was delegated in accordance with Article 3, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by the Participant in connection with or resulting from any claim, action, suit, or proceeding to which the Participant may be a party or in which the Participant may be involved by reason of
any action taken or failure to act under this Plan and against and from any and all amounts paid by the Participant in settlement thereof, with the Company’s approval, or paid by the Participant in satisfaction of any judgment in any such
action, suit, or proceeding against the Participant, provided the Participant shall give the Company an opportunity, at its own expense, to handle and defend the same before the Participant undertakes to handle and defend it on the
Participant’s own behalf, unless such loss, cost, liability, or expense is a result of the Participant’s own willful misconduct or except as expressly provided by statute. 

The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be
entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. 

  
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 20.19 Right of Offset. The Company and its Affiliates shall have the right to offset
against the obligations to make payment or issue any Shares to any Participant under the Plan, any outstanding amounts (including travel and entertainment advance balances, loans, tax withholding amounts paid by the employer or amounts repayable to
the Company or Affiliate pursuant to tax equalization, housing, automobile or other employee programs) such Participant then owes to the Company or Affiliate and any amounts the Committee otherwise deems appropriate pursuant to any tax equalization
policy or agreement. 

  
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