Amendment to S1 Corporation 1998 Directors' Stock Option Plan

Summary

This amendment updates the Security First Technologies Corporation 1998 Directors' Stock Option Plan by changing its name to the S1 Corporation 1998 Directors' Stock Option Plan and updating references to the company name. It also revises the payment methods for exercising stock options, allowing payment in cash, stock, or through cashless exercise procedures. All other terms of the plan remain unchanged. The amendment was approved by the S1 Corporation Board of Directors on December 16, 1999.

EX-10.2 3 w42729ex10-2.txt AMEND TO S1 TECH CORP DIRECTORS STOCK OPTION PLAN 1 Exhibit 10.2 S1 CORPORATION AMENDMENT TO SECURITY FIRST TECHNOLOGIES CORPORATION 1998 DIRECTORS' STOCK OPTION PLAN The Security First Technologies Corporation 1998 Directors' Stock Option Plan, as amended (the "Plan") is hereby amended as set forth below: 1. The Name of the Plan is changed to the S1 Corporation 1998 Directors' Stock Option Plan and references in the Plan to Security First Technologies Corporation shall be deemed to refer to S1 Corporation. 2. The third sentence of Section 9(c) of the Plan is amended to read in its entirety as follows: Payment of the Option Price for the shares of Stock purchased pursuant to the exercise of an Option shall be made (i) in cash or in cash equivalents; (ii) through the tender to the Company of shares of Stock that have been held by the Optionee for at least six months, which shares shall be valued, for purposes of determining the extent to which the Option Price has been paid thereby, at their fair market value on the date of exercise; (iii) by delivering a written direction to the Company that the Option be exercised pursuant to a "cashless" exercise/sale procedure (pursuant to which funds to pay for exercise of the option are delivered to the Company by a broker upon receipt of stock certificates from the Company) or a cashless exercise/loan procedure (pursuant to which the optionees would obtain a margin loan from a broker to fund the exercise) through a licensed broker acceptable to the Company whereby the stock certificate or certificates for the shares of Stock for which the Option is exercised will be delivered to such broker as the agent for the individual exercising the Option and the broker will deliver to the Company cash (or cash equivalents acceptable to the Company) equal to the Option Price for the shares of Stock purchased pursuant to the exercise of the Option plus the amount (if any) of federal and other taxes that the Company, may, in its judgment, be required to withhold with respect to the exercise of the Option; or (iv) by a combination of the methods described in (i), (ii), and (iii); provided, however, that the Board may in its discretion impose and set forth in the Option Agreement such limitations or prohibitions on the use of shares of Stock to exercise Options as it deems appropriate. 3. The Plan shall otherwise be unchanged by this Amendment. * * * The foregoing Amendment to the Plan was duly adopted and approved by the Board of Directors of the Corporation by resolution at a meeting held on December 16, 1999. /s/ Nancy Kenley ------------------------------------- Secretary 31