Exhibit 10.1 to Form 10-Q -- Q3 Fy05


    Exhibit
      10.1

    


    TRANSACTION
      SYSTEMS ARCHITECTS, INC.

    


    Nonqualified
      Stock Option Agreement - Employee

    


    (2005
      Equity and Performance Incentive Plan)

    


    This
      Stock Option Agreement (the “Option Agreement”) is made as of ____________, by
      and between Transaction Systems Architects, Inc., a Delaware corporation (the
      “Corporation”), and [__________________],
      an employee of the Corporation or its Subsidiaries (the
“Optionee”).

    


    WHEREAS,
      the Board of Directors of the Corporation has duly adopted, and the stockholders
      of the Corporation have approved, the 2005 Equity and Performance Incentive
      Plan
      (the “Plan”), which Plan authorizes the Corporation to grant to eligible
      individuals options for the purchase of shares of the Corporation’s Class A
      Common Stock (reclassified as Common Stock) (the “Stock”); and

    


    WHEREAS,
      the Board of Directors of the Corporation has determined that it is desirable
      and in the best interests of the Corporation and its stockholders to grant
      the
      Optionee an option to purchase a certain number of shares of Stock, in order
      to
      provide the Optionee with an incentive to advance the interests of the
      Corporation, all according to the terms and conditions set forth
      herein.

    


    NOW,
      THEREFORE, in consideration of the mutual promises and covenants contained
      herein, the parties hereto do hereby agree as follows:

    


    1. 
GRANT
      OF NON-QUALIFIED STOCK OPTION

    


    Subject
      to the terms of the Plan, the Corporation hereby grants to the Optionee the
      right and option (the “Option”) to purchase from the Corporation, on the terms
      and subject to the conditions set forth in this Option Agreement, [__________]
      shares of Stock (the “Option Shares”). The Date of Grant of this Option is
      ______________. This
      Option shall not constitute an incentive stock option within the meaning of
      Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”).

    


    2. 
TERMS
      OF PLAN

    


    The
      Option granted pursuant to this Option Agreement is granted subject to the
      terms
      and conditions set forth in the Plan, a copy of which has been delivered to
      the
      Optionee. All terms and conditions of the Plan, as may be amended from time
      to
      time, are hereby incorporated into this Option Agreement by reference and shall
      be deemed to be a part of this Option Agreement, without regard to whether
      such
      terms and conditions (including, for example, provisions relating to certain
      changes in capitalization of the Corporation) are otherwise set forth in this
      Option Agreement. In the event that there is any inconsistency between the
      provisions of this Option Agreement and of the Plan, the provisions of the
      Plan
      shall govern. Capitalized terms used herein that are not otherwise defined
      shall
      have the meaning ascribed to them in the Plan.

     

    3. 
EXERCISE
      PRICE

    


    The
      exercise price for the shares of Stock subject to the Option granted by this
      Option Agreement is $_______ per share (the “Exercise Price”).

    


    4. EXERCISE
      OF OPTION

    


    Subject
      to the provisions of the Plan and subject to the earlier expiration or
      termination of this Option in accordance with its terms, the Option granted
      pursuant to this Option Agreement shall be exercisable only as
      follows:

    


    4.1
       Time
      of Exercise of Option


    
      	 	
              4.1.1

            	
              The
                Option shall become exercisable with respect to the Option Shares
                only as
                follows: One-quarter of the Option Shares ([________] Option Shares)
                shall
                become exercisable on each of the first four anniversaries of the
                Date of
                Grant if the Optionee shall have remained in the continuous employ
                of the
                Corporation or any of its Subsidiaries as of each such
                date.

            


    

    


    
      	 	
              4.1.2

            	
              Notwithstanding
                Section 4.1.1 above, in accordance with the provisions of the Plan,
                if the
                Optionee ceases to be an employee of the Corporation or a Subsidiary
                of
                the Corporation by reason of Disability (as defined in Section 4.3.2
                below), the unexercised portion of any Option held by such Optionee
                at
                that time will become immediately vested and will be exercisable
                until
                terminated in accordance with Section 4.3 below.
                

            


    

    


    
      	 	
              4.1.3

            	
              Notwithstanding
                Section 4.1.1 above, in accordance with the provisions of the Plan,
                if the
                Optionee dies while employed by the Corporation or a Subsidiary of
                the
                Corporation (or dies within a period of one month after ceasing to
                be an
                employee for any reason other than Disability or within a period
                of one
                year after ceasing to be an employee by reason of Disability), the
                unexercised portion of any Option held by such Optionee at the time
                of
                death will become immediately vested and will be exercisable until
                terminated in accordance with Section 4.3
                below.

            


    

    


    
      	 	
              4.1.4

            	
              Notwithstanding
                Section 4.1.1 above, in accordance with the provisions of the Plan,
                the
                Option granted under this Option Agreement shall become immediately
                exercisable upon the occurrence of a Change in Control (as defined
                in
                Section 10 below) if the Optionee is an employee of the Corporation
                or any
                Subsidiary on the date of the consummation of such Change in
                Control.

            


    

     

    4.2
       Limitations

    


    The
      portion of the Option that has not become exercisable as of the date of the
      Optionee’s termination of employment with the Corporation or any of its
      Subsidiaries for any reason shall automatically terminate as of the date of
      the
      Optionee’s termination of employment with the Corporation or its Subsidiaries
      and shall not become exercisable after such termination. To the extent the
      Option is exercisable, it may be exercised, in whole or in part; provided,
      that no single exercise of the Option shall be for less than 100 shares, unless
      at the time of the exercise, the maximum number of shares available for purchase
      under this Option is less than 100 shares. In no event shall the Option be
      exercised for a fractional share. 

    


         4.3
       Termination
      of Option

    


    This
      Agreement and the Option granted hereby shall terminate automatically and
      without further notice on the earliest of the following dates:

    


    
      	 	
              4.3.1

            	
              90
                calendar days from the date of the Optionee’s termination of employment
                with the Corporation or a Subsidiary for any reason other than death
                or
                Disability (as defined below);

            


    

    


    
      	 	
              4.3.2

            	
              one
                year after the Optionee’s permanent and total disability as defined in
                Section 22(e)(3) of the Code
                (“Disability”);

            


    

    


    
      	 	
              4.3.3

            	
              one
                year after the Optionee’s death, if such death occurs (i) while the
                Optionee is employed by the Corporation or a Subsidiary, (ii) within
                the
                90-day period following the Optionee’s termination of employment for any
                reason other than Disability; or (iii) within the one-year period
                following the Optionee’s termination of employment by reason of the
                Optionee’s Disability; or

            


    

    


    
      	 	
              4.3.4

            	
              ten
                years from the Date of Grant.

            


    

    


    The
      Corporation shall have the authority to determine the date an Optionee ceases
      to
      be an employee by reason of Disability. In the case of death, the Option may
      be
      exercised by the executor or administrator of the Optionee’s estate or by any
      person or persons who shall have acquired the Option directly from the Optionee
      by bequest or inheritance. The Optionee shall be deemed to be an employee of
      the
      Corporation or any Subsidiary if on a leave of absence approved by the Board
      of
      Directors of the Corporation and the continuous employment of the Optionee
      with
      the Corporation or any of its Subsidiaries will not be deemed to have been
      interrupted, and the Optionee shall not be deemed to have ceased to be an
      employee of the Corporation or its Subsidiaries, by reason of the transfer
      of
      the Optionee’s employment among the Corporation and its
      Subsidiaries.

     

    4.4
       Limitations
      on Exercise of Option

    


    In
      no event may the Option be exercised, in whole or in part, after the occurrence
      of an event which results in termination of the Option, as set forth in Section
      4.3 above. The Option shall not be exercisable if and to the extent the
      Corporation determines such exercise or method of exercise would violate
      applicable securities laws, the rules and regulations of any securities exchange
      or quotation system on which the Stock is listed, or the Corporation’s policies
      and procedures. 

     

    4.5
       Method
      of Exercise of Option

    


    
      	 	
              4.5.1

            	
              To
                the extent then exercisable, the Option may be exercised in whole
                or in
                part by written notice to the Corporation stating the number of shares
                for
                which the Option is being exercised and the intended manner of payment.
                The date of such notice shall be the exercise date. Payment equal
                to the
                aggregate Exercise Price of the shares shall be payable (i) in cash
                in the
                form of currency or check or other cash equivalent acceptable to
                the
                Corporation, (ii) by actual or constructive transfer to the Corporation
                of
                nonforfeitable, outstanding shares of Stock that have been owned
                by the
                Optionee for at least six months prior to the date of exercise, (iii)
                by
                any combination of the foregoing methods of payment or (iv) in accordance
                with such other method or manner as set forth below.
                

            


    

    


    (A) Cash
      Exercise (to exercise and retain the Option Shares):
      Subject to the terms and conditions of this Option Agreement and the Plan,
      the
      Option may be exercised by delivering written notice of exercise to the
      Corporation, at its principal office, addressed to the attention of Stock Plan
      Administration, or to the agent/broker designated by the Corporation, which
      notice shall specify the number of shares for which the Option is being
      exercised, and shall be accompanied by payment in full of the Exercise Price
      of
      the shares for which the Option is being exercised plus the full amount of
      all
      applicable withholding taxes due on the Option exercise. Payment of the Exercise
      Price for the shares of Stock purchased pursuant to the exercise of the Option
      shall be made either in cash or by certified check payable to the order of
      the
      Corporation. If the person exercising the Option is not the Optionee, such
      person shall also deliver with the notice of exercise appropriate proof of
      his
      or her right to exercise the Option, as the Corporation may require in its
      sole
      discretion. Promptly after exercise of the Option as provided for above, the
      Corporation shall deliver to the person exercising the Option a certificate
      or
      certificates for the shares of Stock being purchased. 

    


    (B) Same-Day-Sale
      Exercise (to exercise and immediately sell all the Option
      Shares):
      Subject to the terms and conditions of this Option Agreement and the Plan,
      the
      Option may be exercised by delivering written notice of exercise to the
      agent/broker designated by the Corporation, which notice shall specify the
      number of shares for which the Option is being exercised and irrevocable
      instructions to promptly (1) sell all of the shares of Stock to be issued upon
      exercise and (2) remit to the Corporation the portion of the sale proceeds
      sufficient to pay the Exercise Price for the shares of Stock purchased pursuant
      to the exercise of the Option and all applicable taxes due on the Option
      exercise. The agent/broker shall request issuance of the shares and immediately
      and concurrently sell the shares on the Optionee’s behalf. Payment of the
      Exercise Price for the shares of Stock purchased pursuant to the exercise of
      the
      Option, any brokerage fees, transfer fees, and all applicable taxes due on
      the
      Option exercise, shall be deducted from the proceeds of the sale of the shares.
      If the person exercising the Option is not the Optionee, such person shall
      also
      deliver with the notice of exercise appropriate proof of his or her right to
      exercise the Option, as the Corporation may require in its sole discretion.
      Promptly after exercise of the Option as provided for above, the agent/broker
      shall deliver to the person exercising the Option the net proceeds from the
      sale
      of the shares of Stock being exercised and sold.

     

                 (C) Sell-to-Cover
      Exercise (to exercise and immediately sell a portion of the Option
      Shares):
      Subject to the terms and conditions of this Option Agreement and the Plan,
      the
      Option may be exercised by delivering written notice of exercise to the
      agent/broker designated by the Corporation, which notice shall specify the
      number of shares for which the Option is being exercised and irrevocable
      instructions to promptly (1) sell the portion (which must be a whole number)
      of
      the shares of Stock to be issued upon exercise sufficient to generate proceeds
      to pay the Exercise Price for the shares of Stock purchased pursuant to the
      exercise of the Option, any brokerage or transfer fees, and all applicable
      taxes
      due on the Option exercise (collectively the “Exercise Costs”) and (2) remit to
      the Corporation a sufficient portion of the sale proceeds to pay the Exercise
      Price for the shares of Stock purchased pursuant to the exercise of the Option
      and all applicable taxes due on the Option exercise. The agent/broker shall
      request issuance of the shares and immediately and concurrently sell on the
      Optionee’s behalf only such number of the Shares as is required to generate
      proceeds sufficient to pay the Exercise Costs. Promptly after exercise of the
      Option as provided for above, the Corporation shall deliver to the person
      exercising the Option a certificate for the shares of Stock issued upon exercise
      which are not sold to pay the Exercise Costs. Promptly after exercise of the
      Option as provided for above, the agent/broker shall deliver to the person
      exercising the Option any net proceeds from the sale of the Shares in excess
      of
      the Exercise Costs. If the person exercising the Option is not the Optionee,
      such person shall also deliver with the notice of exercise appropriate proof
      of
      his or her right to exercise the Option, as the Corporation may require in
      its
      sole discretion. 

    


    
      	 	
              4.5.2

            	
              As
                soon as practicable upon the Corporation’s receipt of the Optionee’s
                notice of exercise and payment, the Corporation shall direct the
                due
                issuance of the shares so
                purchased.

            


    

    


    
      	 	
              4.5.3

            	
              As
                a further condition precedent to the exercise of this Option in whole
                or
                in part, the Optionee shall comply with all regulations and the
                requirements of any regulatory authority having control of, or supervision
                over, the issuance of the shares of Stock and in connection therewith
                shall execute any documents which the Board shall in its sole discretion
                deem necessary or advisable. 

            


    

    


    5. 
TRANSFERABILITY
      OF OPTIONS

    


    During
      the lifetime of an Optionee, only such Optionee (or, in the event of legal
      incapacity or incompetency, the Optionee’s guardian or legal representative) may
      exercise the Option. No Option shall be assignable or transferable by the
      Optionee to whom it is granted, other than by will or the laws of descent and
      distribution.

     

    6. 
COMPLIANCE
      WITH LAW

    


    The
      Corporation shall make reasonable efforts to comply with all applicable federal
      and state securities laws; provided,
      however,
      that notwithstanding any other provision of this Option Agreement, the Option
      shall not be exercisable if the exercise thereof would result in a violation
      of
      any such law.

    


    7. 
RIGHTS
      AS STOCKHOLDER

    


    Neither
      the Optionee nor any executor, administrator, distributee or legatee of the
      Optionee’s estate shall be, or have any of the rights or privileges of, a
      stockholder of the Corporation in respect of any shares of Stock issuable
      hereunder unless and until such shares have been fully paid and certificates
      representing such shares have been endorsed, transferred and delivered, and
      the
      name of the Optionee (or of such personal representative, administrator,
      distributee or legatee of the Optionee’s estate) has been entered as the
      stockholder of record on the books of the Corporation.

    


    8. 
WITHHOLDING
      OF TAXES

    


    If
      the Corporation shall be required to withhold any federal, state, local or
      foreign tax in connection with exercise of this Option, it shall be a condition
      to such exercise that the Optionee pay or make provision satisfactory to the
      Corporation for payment of all such taxes. The Optionee may elect that all
      or
      any part of such withholding requirement be satisfied by retention by the
      Corporation of a portion of the shares purchased upon exercise of this Option.
      If such election is made, the shares so retained shall be credited against
      such
      withholding requirement at the fair market value on the date of
      exercise.

    


    9. 
DISCLAIMER
      OF RIGHTS

    


    No
      provision in this Option Agreement shall be construed to confer upon the
      Optionee the right to be employed by the Corporation or any Subsidiary, or
      to
      interfere in any way with the right and authority of the Corporation or any
      Subsidiary either to increase or decrease the compensation of the Optionee
      at
      any time, or to terminate any employment or other relationship between the
      Optionee and the Corporation or any Subsidiary.

    


    10. 
CHANGE
      IN CONTROL

    


    For
      purposes of this Option Agreement, “Change in Control” means

    


    (a)
      the acquisition by any individual, entity or group (within the meaning of
      Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
      (the “Exchange Act”)) (a “Person”), of beneficial ownership (within the meaning
      of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either
      (i)
      the then-outstanding shares of common stock of the Corporation (the “Outstanding
      Corporation Common Stock”) or (ii) the combined voting power of the
      then-outstanding voting securities of the Corporation entitled to vote generally
      in the election of directors (the “Outstanding Corporation Voting Securities”);
provided,
      however,
      that the following acquisitions shall not constitute a Change in Control: (A)
      any acquisition directly from the Corporation (excluding an acquisition by
      virtue of the exercise of a conversion privilege), (B) any acquisition by any
      employee benefit plan (or related trust) sponsored or maintained by the
      Corporation or any corporation controlled by the Corporation or (C) any
      acquisition by any corporation pursuant to a reorganization,
      merger
      or consolidation, if, following such reorganization, merger or consolidation,
      the conditions described in sub-clauses (i), (ii) and (iii) of clause (c) of
      this Section 10 are satisfied; or

    


    (b)
      if individuals who, as of the date hereof, constitute the Board of Directors
      (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 Corporation’s stockholders, was
      approved by a vote of at least two-thirds of the directors then constituting
      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 either an actual or
      threatened election contest subject to Rule 14a-11 of Regulation 14A promulgated
      under the Exchange Act or other actual or threatened solicitation of proxies
      or
      consents by or on behalf of a Person other than the Board; or

    


    (c)
      consummation of a reorganization, merger or consolidation, unless following
      such
      reorganization, merger or consolidation (i) more than 60% of, respectively,
      the
      then-outstanding shares of common stock of the corporation resulting from such
      reorganization, merger or consolidation and the combined voting power of the
      then outstanding voting securities of such corporation entitled to vote
      generally in the election of directors is then beneficially owned, directly
      or
      indirectly, by all or substantially all of the individuals and entities who
      were
      the beneficial owners, respectively, of the Outstanding Corporation Common
      Stock
      and Outstanding Corporation Voting Securities immediately prior to such
      reorganization, merger, or consolidation in substantially the same proportions
      as their ownership, immediately prior to such reorganization, merger or
      consolidation, of the Outstanding Corporation Common Stock and Outstanding
      Corporation Voting Securities, as the case may be (for purposes of determining
      whether such percentage test is satisfied, there shall be excluded from the
      number of shares and voting securities of the resulting corporation owned by
      the
      Corporation’s stockholders, but not from the total number of outstanding shares
      and voting securities of the resulting corporation, any shares or voting
      securities received by any such stockholder in respect of any consideration
      other than shares or voting securities of the Corporation), (ii) no Person
      (excluding the Corporation, any employee benefit plan (or related trust) of
      the
      Corporation, any qualified employee benefit plan of such corporation resulting
      from such reorganization, merger or consolidation and any Person beneficially
      owning, immediately prior to such reorganization, merger or consolidation,
      directly or indirectly, 20% or more of the Outstanding Corporation Common Stock
      or Outstanding Corporation Voting Securities, as the case may be) beneficially
      owns, directly or indirectly, 20% or more of, respectively, the then-outstanding
      shares of common stock of the corporation resulting from such reorganization,
      merger or consolidation or the combined voting power of the then-outstanding
      voting securities of such corporation entitled to vote generally in the election
      of directors and (iii) at least a majority of the members of the board of
      directors of the corporation resulting from such reorganization, merger or
      consolidation were members of the Incumbent Board at the time of the execution
      of the initial agreement providing for such reorganization, merger or
      consolidation; or

    


    (d)
      (i) approval by the stockholders of the Corporation of a complete liquidation
      or
      dissolution of the Corporation, or (ii) the first to occur of (A) the sale
      or
      other disposition (in one transaction or a series of related transactions)
      of
      all or substantially all of the assets of the Corporation, or (B) the approval
      by the stockholders of the Corporation of any such sale or disposition, other
      than, in each case, any such sale or disposition to a corporation, with respect
      to which immediately thereafter, (1) more than 60% of, respectively, the
      then-outstanding shares of common stock of such corporation and the combined
      voting power of the then-outstanding voting securities of such corporation
      entitled to vote generally in the election of directors is then beneficially
      owned, directly or indirectly, by all or substantially all of the individuals
      and entities who were the beneficial owners, respectively, of the outstanding
      Corporation Common Stock and Outstanding Corporation Voting Securities
      immediately prior to such sale or other disposition in substantially the same
      proportion as their ownership, immediately prior to such sale or other
      disposition, of the Outstanding Corporation Common Stock and Outstanding
      Corporation Voting Securities, as the case may be (for purposes of determining
      whether such percentage test is satisfied, there shall be excluded from the
      number of shares and voting securities of the transferee corporation owned
      by
      the Corporation’s stockholders, but not from the total number of outstanding
      shares and voting securities of the transferee corporation, any shares or voting
      securities received by any such stockholder in respect of any consideration
      other than shares or voting securities of the Corporation), (2) no Person
      (excluding the Corporation and any employee benefit plan (or related trust)
      of
      the Corporation, any qualified employee benefit plan of such transferee
      corporation and any Person beneficially owning, immediately prior to such sale
      or other disposition, directly or indirectly, 20% or more of the Outstanding
      Corporation Common Stock or Outstanding Corporation Voting Securities, as the
      case may be) beneficially owns, directly or indirectly, 20% or more of,
      respectively, the then-outstanding shares of common stock of such transferee
      corporation and the combined voting power of the then-outstanding voting
      securities of such transferee corporation entitled to vote generally in the
      election of directors and (3) at least a majority of the members of the board
      of
      directors of such transferee corporation were members of the Incumbent Board
      at
      the time of the execution of the initial agreement or action of the board
      providing for such sale or other disposition of assets of the
      Corporation.

    


    11. 
COMPLIANCE
      WITH SECTION 409A OF THE CODE. 

    


    To
      the extent applicable, it is intended that this Option Agreement and the Plan
      comply with the provisions of Section 409A of the Code, so that the income
      inclusion provisions of Section 409A(a)(1) do not apply to Optionee. This Option
      Agreement and the Plan shall be administered in a manner consistent with this
      intent, and any provision that would cause the Option Agreement or the Plan
      to
      fail to satisfy Section 409A of the Code shall have no force and effect until
      amended to comply with Section 409A of the Code (which amendment may be
      retroactive to the extent permitted by Section 409A of the Code and may be
      made
      by the Corporation without the consent of the Optionee).  

    


    12. 
INTERPRETATION
      OF THIS OPTION AGREEMENT

    


    All
      decisions and interpretations made by the Board or the Compensation Committee
      thereof with regard to any question arising under the Plan or this Option
      Agreement shall be binding and conclusive on the Corporation and the Optionee
      and any other person entitled to exercise the Option as provided for
      herein.

    


    13. 
GOVERNING
      LAW

    


    This
      Option Agreement shall be governed by the laws of the State of Delaware (but
      not
      including the choice of law rules thereof).

    


    14. 
BINDING
      EFFECT

    


    Subject
      to all restrictions provided for in this Option Agreement, the Plan, and by
      applicable law relating to assignment and transfer of this Option Agreement
      and
      the Option provided for herein, this Option Agreement shall be binding upon
      and
      inure to the benefit of the parties hereto and their respective heirs,
      executors, administrators, successors and assigns.

    


    15. 
NOTICE

    


    Any
      notice hereunder by the Optionee to the Corporation shall be in writing and
      shall be deemed duly given if mailed or delivered to the Corporation at its
      principal office, addressed to the attention of Stock Plan Administration or
      if
      so mailed or delivered to such other address as the Corporation may hereafter
      designate by notice to the Optionee. Any notice hereunder by the Corporation
      to
      the Optionee shall be in writing and shall be deemed duly given if mailed or
      delivered to the Optionee at the address specified below by the Optionee for
      such purpose, or if so mailed or delivered to such other address as the Optionee
      may hereafter designate by written notice given to the Corporation.

    


    16. 
SEVERABILITY
      

    


    If
      one or more of the provisions of this Option Agreement is invalidated for any
      reason by a court of competent jurisdiction, any provision so invalidated shall
      be deemed to be separable from the other provisions hereof, and the remaining
      provisions hereof shall continue to be valid and fully enforceable.

    


    17. 
ENTIRE
      AGREEMENT;
      ELIGIBILITY

    


    This
      Option Agreement and the Plan together constitute the entire agreement and
      supersedes all prior understandings and agreements, written or oral, of the
      parties hereto with respect to the subject matter hereof. Except for amendments
      to the Plan incorporated into this Option Agreement by reference pursuant to
      Section 2 above, neither this Option Agreement nor any term hereof may be
      amended, waived, discharged or terminated except by a written instrument signed
      by the Corporation and the Optionee; provided,
      however,
      that the Corporation unilaterally may waive any provision hereof in writing
      to
      the extent that such waiver does not adversely affect the interests of the
      Optionee hereunder, but no such waiver shall operate as or be construed to
      be a
      subsequent waiver of the same provision or a waiver of any other provision
      hereof. In the event that it is determined that the Optionee was not eligible
      to
      receive this Option, the Option and this Option Agreement shall be null and
      void
      and of no further effect.

    



    
      
        
          


        

         

      

      
         

        
          

        

      

      
         

        
        

      

    


    SIGNATURE
      PAGE

    


    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Option Agreement,
      or
      caused this Option Agreement to be duly executed on their behalf, as of the
      day
      and year first above written.

     

    Transaction
      Systems Architects, Inc.    
       Optionee:

    By: 
      _________________________________________         By: 
      _________________________________________         

         
[__________________]      [_______________________] 

    


        ADDRESS
      FOR
      NOTICE TO OPTIONEE:

        ____________________________________

        Number Street Apt.

    


        ____________________________________

        City
       State Zip
      Code

    


        ____________________________________

        SS# Hire
      Date

    


        DESIGNATED
      BENEFICIARY:

        ____________________________________

        Please
      Print
      Last Name, First Name MI

    


        ____________________________________

        Beneficiary’s
      Street Address

    


        ____________________________________

        City State Zip
      Code

    


        ____________________________________

        Beneficiary’s
      Social Security Number 

    


    I
      understand that in the event of my death, the above named beneficiary will
      have
      control of any unexercised options remaining in my account at that time. If
      no
      beneficiary is designated or if the named beneficiary does not survive me,
      the
      options will become part of my estate. This beneficiary designation does NOT
      apply to stock acquired by the exercise of options prior to my
      death.

    
      


          ____________________________________

          SIGNATURE                                DATE

    

    


    After
      completing this page, please make a copy for your records and return it
      to

     Stock
      Plan Administration, Transaction Systems Architects, Inc., 330 S. 108 Avenue,
      Omaha, NE 68154

    


    2005
      Equity and Performance Incentive Plan - US Plan

    _________
      Options    $________/Share
      Exercise Price   _______
      Date