in thousands, except per share data

EX-10.1 2 g21118exv10w1.htm EX-10.1 exv10w1
EXHIBIT 10.1
TOTAL SYSTEM SERVICES, INC.
Board of Directors Compensation
     The Board of Directors of Total System Services, Inc. approved modifications to the compensation to be paid to non-employee directors effective in July of 2009, as set forth below, which modifications were limited to decreasing the company’s contribution to the director stock purchase plan and beginning to pay a retainer to the Chairman of the Executive Committee:
Cash Compensation
         
Annual Board Retainer
   $ 40,000  
 
        
Annual Committee Member Retainers
        
Audit Committee
   $ 15,000  
Compensation Committee
   $ 10,000  
Corporate Governance and Nominating Committee
   $ 7,500  
Executive Committee
   $ 10,000  
 
        
Annual Committee Chair Retainers*
        
Audit Committee
   $ 15,000  
Compensation Committee
   $ 10,000  
Corporate Governance and Nominating Committee
   $ 7,500  
Executive Committee
   $ 15,000  
 
        
Annual Lead Director Retainer
   $ 5,000  
 
*   Note: The committee chair will receive both an annual committee member retainer and an annual committee chair retainer.
Equity Compensation
         
Annual restricted stock award (in the form of a grant from the TSYS 2008 Omnibus Plan, 3 year cliff vesting)
   500 shares
 
        
Director Stock Purchase Plan
        
 
        
Annual maximum company cash contribution per director participant to company-sponsored open market stock purchase plan, with company’s contribution equal to 15% of director participant’s cash contribution, subject to annual maximum contribution limit by director of $20,000. Employee directors may participate in this plan.
   $ 10,000