Amendment to Nonemployee Director Fully Vested Stock Option Agreement between Total System Services, Inc. and Nonemployee Director
This amendment, effective December 13, 2018, updates the stock option agreements between Total System Services, Inc. (TSYS) and its nonemployee directors from 2011 to 2018. It changes the terms regarding what happens if a director's service ends, allowing the director or their estate to exercise stock options for the remainder of the option term. All other terms of the original agreements remain unchanged.
EXHIBIT 10.28
Amendment to Nonemployee Director Fully Vested Stock Option Agreement
This Amendment to Nonemployee Director Fully Vested Stock Option Agreement (“Amendment”) is made effective as of December 13, 2018 by and between Total System Services, Inc. (“TSYS”) and Nonemployee Director.
Each Nonemployee Director Fully Vested Stock Option Agreement entered into between TSYS and Nonemployee Director in 2011, 2012, 2013, 2014, 2015, 2016, 2017 and 2018, as applicable, is amended to delete the second and third paragraphs of Section 2 thereof in their entirety and replace them with the following:
“In the event the Option Holder’s service as a Nonemployee Director of the Company ceases for any reason, the Option may be exercised by the Option Holder (or in the event of death the legal representative of the Option Holder’s estate or legatee under the Option Holder’s will) for the remainder of the Option’s term.”
Except as described above, the terms of the Nonemployee Director Fully Vested Stock Option Agreement entered into between TSYS and Nonemployee Director in 2011, 2012, 2013, 2014, 2015, 2016, 2017 and 2018, as applicable, will remain in full force and effect.
In witness whereof, the parties have executed this Amendment effective as of the date set forth above.
Total System Services, Inc.
By:/s/Garilou Page
Title:Assistant Secretary
Nonemployee Director
