Form of Nonqualified Stock Option Agreement



 Exhibit 10.32 
 Option #: «Option_» «Date» $«Exercise Price»Name of Employee: «Name» 
 EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT WITH OPTION VESTING 
 HEARTLAND PAYMENT SYSTEMS, INC. 
 SECOND AMENDED AND RESTATED 2000 EQUITY INCENTIVE PLAN 
 1. Grant of Option. Pursuant to the Second Amended and Restated 2000 Equity Incentive Plan (the “Plan”) of Heartland Payment Systems, Inc., a
Delaware corporation (the “Company”), and its Subsidiaries, the Company grants to «Name» (the “Optionee”), an option to purchase from the Company a total of «Shares» full shares
of common stock (“Common Stock”) of the Company, in the amounts, during the periods, and upon the terms and conditions set forth in this Agreement (the “Option” or “Agreement”). The Date of Grant of the Option is
«Date». This Option is not intended to be an incentive stock option as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”). 
 2. Incorporation by Reference of Plan. The provisions of the Plan, a copy of which is being furnished herewith to the Optionee, are incorporated by
reference herein and shall govern as to all matters not expressly provided for in this Agreement. Capitalized terms not defined herein have the meaning set forth in the Plan. In the event of any conflict between the terms of this Agreement and the
Plan, the terms of the Plan shall govern. 
 3. Option Price. The purchase price for the shares of Common Stock subject to the Option (the
“Option Price”) shall be $«Exercise Price» per share (subject to adjustment as provided in Section 11). 
 4.
Exercise of Option. The Option shall be vested and exercisable only in accordance with its provisions and those of the Plan. The Option shall not be exercisable after «Date». 
 5. Vesting of Option. [This Option is fully vested and exercisable.] or [Subject to the terms and conditions set forth herein and so long as you are
employed by or in a service relationship with the Company, this Option shall vest and become exercisable by the Optionee before the Option expires pursuant to Section 4 or terminates pursuant to Sections 7 or 8 in accordance with the following
schedule: 
  

			
	 Date
	  	Percentage of Total
Options Exercisable
	 [Grant Date]
	  	                %
	 [1st Anniversary of Grant Date]
	  	                %
	 [2nd Anniversary of Grant Date]
	  	                %
	 [3rd Anniversary of Grant Date]
	  	                %

 6. Method of Exercising Option. Subject to the terms and conditions of this Agreement and the Plan,
the Option may be exercised in whole or in part (for whole Shares only) pursuant to the procedures set forth in Exhibit A attached hereto. As a condition to the exercise of the Option, Optionee agrees to make adequate provision for federal, state or
other tax withholding obligations, if any, which arise upon the exercise of the Option pursuant to Section 12.5 of the Plan or the procedures set forth in Exhibit A attached hereto. 
  

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 The Optionee shall not be entitled to any rights as a stockholder with respect to such shares of Common Stock being
acquired pursuant to the exercise of the Option unless and until such certificates are issued or the Optionee becomes the holder of record of such shares. No adjustment shall be made for dividends or distributions or other rights for which the
record date is prior to the date such certificate is issued or the date the Optionee becomes the holder of record of such shares. 
 In the event the Option
shall be exercised by any person other than the Optionee, the notice of exercise of the Option shall be accompanied by proof satisfactory to the Committee of the right of such person to exercise the Option. 
 7. Death or Disability of the Optionee. As provided in Section 9.2 of the Plan, if the Optionee experiences a Termination of Service by reason of his
death or Disability, the Option shall become fully and immediately vested and exercisable. The Option may be exercised by the Optionee’s estate or the Optionee, as the case may be, for a period of (i) one year from the date of death, or
(ii) six months from a Termination of Service by reason of Disability, or until the expiration of the stated term of the Option, whichever period is shorter. 
 8. Other Termination of Service. If an Optionee experiences a Termination of Service for a reason other than his death or Disability, that portion of the Option that has not become vested and exercisable on or before such date
of Termination of Service shall immediately be forfeited and canceled and become null and void. If such Termination of Service is due to voluntary resignation or involuntary dismissal, the Optionee may exercise that portion of the Option which
became vested and exercisable prior to the date of such Termination of Service within the sooner to occur of (i) one month from the date of Termination of Service in the case of voluntary resignation or three months in the case of involuntary
dismissal, or (ii) the end of the remaining stated term of the Option. Notwithstanding anything herein to the contrary, no part of the Option, whether or not vested and exercisable, shall be exercisable after the date of termination if the
Termination of Service is by the Company or any Subsidiary for Cause. 
 9. Change in Control. If within eighteen months following a Change In
Control, the Optionee experiences a Termination of Service by reason of an involuntary dismissal (including a termination as a result of death or Disability but excluding a termination for Cause), the Option shall immediately become vested and
exercisable on the Optionee’s last date of employment with the Company. 
 10. Nontransferability of Options. Except as provided in this
Section 10, or as permitted by the Committee, the Option shall not be assignable or transferable by the Optionee, and any attempted disposition thereof shall be null and void and of no effect. Nothing in this Section 10 shall prevent
transfers by will, by the applicable laws of descent and distribution, or pursuant to a Domestic Relations Order. During the life of the Optionee, the Option shall be exercisable only by the Optionee or the Optionee’s guardian or legal
representative. 
 11. Adjustment for Recapitalization, Etc. In accordance with Article IX of the Plan, in the event of any change in the
outstanding Shares by reason of a stock dividend, split or combination, recapitalization, reclassification, reorganization, merger or consolidation in which the Company is the surviving corporation, or other similar change affecting the Common
Stock, the Committee shall determine any changes to the number and class of Shares described in Section 1 of this Agreement. This adjustment shall be made without a change to the total price applicable to the unexercised portion of the Option
(except for any change in the aggregate price resulting from 

  

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rounding-off of share quantities or prices) and with any necessary corresponding adjustment in the per share Option Price described in Section 3 of this
Agreement. 
 In the event of a transaction involving (i) a merger or consolidation in which the Company is not the surviving corporation or
(ii) the sale or disposition of all or substantially all of the Company’s assets, provision shall be made in connection with such transaction for the assumption of the Option, or the substitution for the Option of new options of the
successor corporation, with appropriate adjustment as to the number and kind of Shares and the purchase price for Shares thereunder, or, in the discretion of the Committee, the Option shall terminate on the effective date of such transaction and
appropriate provision shall be made for payment to the Optionee of an amount in cash equal to the Fair Market Value of a Share less the Option Price, multiplied by the number of Shares subject to the Option (to the extent the Option has not been
exercised). 
 12. Notices. All notices and other communications required or permitted under the Plan and this Agreement shall be in writing
and shall be given either by (i) personal delivery or (ii) first class registered or certified mail, return receipt requested. Any such communication shall be deemed to have been given (i) on the date of receipt in the cases referred
to in clause (i) of the preceding sentence and (ii) on the second day after the date of mailing in the cases referred to in clause (ii) of the preceding sentence. All such communications to the Company shall be addressed to it, to the
attention of its Secretary or Treasurer, at its then principal office and to the Optionee at his last address appearing on the records of the Company. 
 13.
Modification and Waiver. Neither this Agreement nor any provision hereof can be changed, modified, amended, discharged, terminated or waived orally or by any course of dealing or purported course of dealing, but only by an agreement in
writing signed by the Optionee or his heirs and the Company. No such agreement shall extend to or affect any provision of this Agreement not expressly changed, modified, amended, discharged, terminated or waived or impair any right consequent on
such a provision. The waiver of or failure to enforce any breach of this Agreement shall not be deemed to be a waiver or acquiescence in any other breach thereof. 
 14. Acceptance of Provisions. The execution of this Agreement by the Employee shall constitute the Employee’s acceptance of and agreement to all of the terms and conditions of the Plan and this Agreement. The Optionee
hereby acknowledges that all decisions, determinations and interpretations of the Committee in respect to this Agreement shall be final and conclusive. This Agreement and the Plan contain a complete statement of all the arrangements between the
parties with respect to this subject matter, and this Agreement cannot be changed except by a writing executed by both parties. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to
agreements made and to be performed exclusively in New Jersey. The headings in this Agreement are solely for convenience of reference and shall not affect its meaning or interpretation. 
 15. Copies of Plan Materials. Optionee acknowledges that Optionee has received copies of the Plan and the Plan prospectus from the Company and agrees to receive stockholder information, including copies
of any annual report, proxy statement and periodic report, from the Company’s website at www.heartlandpaymentsystems.com then selecting “Investor Relations” and “SEC Filings.” Optionee acknowledges that copies of the Plan,
Plan prospectus, Plan information and stockholder information are available upon written or telephonic request to Matthew Meler, 25115 Country Club Boulevard, Olmstead, Ohio 44070; telephone: (877) 729-2968. 
  

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	HEARTLAND PAYMENT SYSTEMS, INC.
		
	By:	 	  
		 	Robert H.B. Baldwin Jr., Chief Financial Officer


 OPTIONEE ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S SECOND AMENDED
AND RESTATED 2000 EQUITY INCENTIVE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH THE
COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. 
 Optionee acknowledges receipt of a copy of
the Plan document and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had
an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee
upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. 
  

					
			
	«Date»	 		 	   
		 		 	[Signature]
			
		 		 	 «Name»
 «Address»
 «Town», «City_»
«Zip»


  

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