Stock Option Agreement - Total System Services Inc. and Samuel A. Nunn
TOTAL SYSTEM SERVICES, INC.
STOCK OPTION AGREEMENT
January 10, 1997
THIS AGREEMENT ("Agreement"), dated as of the 10th day of January, 1997, by
and between Total System Services, Inc. (the "Company"), a Georgia corporation
having its principal office at 1200 6th Avenue, Columbus, Georgia, and Samuel A.
Nunn (the "Option Holder"), an individual resident of the State of Georgia.
W I T N E S S E T H:
WHEREAS, the Board of Directors of Company recognizes the value of having
Option Holder serve as a member of Company's Board of Directors and has elected
to provide Option Holder with added incentive and inducement to serve on
Company's Board of Directors and contribute to the success of the Company; and
WHEREAS, effective January 10, 1997, the Board of Directors of the Company
(a) granted to the Option Holder an option in respect of the number of shares
herein below set forth, and (b) fixed and determined the option price and
exercise and termination dates as set forth below.
NOW THEREFORE, in consideration of the mutual promises and representations
herein contained and other good and valuable consideration, it is agreed by and
between the parties hereto as follows:
1. The Company hereby grants to the Option Holder a non-qualified stock
option (the "Option") to purchase, on the terms and subject to the conditions
hereinafter set forth, all or any part of an aggregate of 25,000 shares of the
Common Stock ($1.00 par value) of the Company at the purchase price of $27.75
per share, exercisable in the amounts and at the times set forth in this
Paragraph 1. The Option may be exercised as follows: (a) 8,333 shares may be
exercised on or after January 10, 1998; (b) an additional 8,333 shares may be
exercised on or after January 10, 1999; and (c) the remaining 8,334 shares may
be exercised on or after January 10, 2000; provided that Option Holder has
remained a member of Company's Board of Directors through such dates or provided
that Option Holder is not a member of Company's Board of Directors as the result
of his death or disability. In the event Option Holder has not remained a member
of Company's Board of Directors through such dates for any reason other than
Option Holder's death or disability, the Option shall expire and shall not be
exercisable. Unless sooner terminated as provided in this Agreement, the Option
shall terminate, and all rights of the Option Holder hereunder shall expire as
follows: (a) 8,333 shares shall expire on January 10, 2008; (b) 8,333 shares
shall expire on January 10, 2009; and (c) 8,334 shares shall expire on January
10, 2010. In no event may the Option be exercised after January 10, 2010.
2. The Option, or any part thereof, may, to the extent that it is
exercisable, be exercised by giving written notice of exercise to the Company
specifying the number of shares to be purchased, accompanied by payment in full
of the purchase price, in cash, by check or such other instrument as may be
acceptable to the Company. No shares of Company stock resulting from the
exercise of the Option shall be issued until full payment therefor (including
any applicable taxes) has been made. Shares issued to Option Holder upon
exercise may be newly-issued shares or treasury shares.
3. The Option or any part thereof may be exercised during the lifetime of
the Option Holder only by the Option Holder and only while the Option Holder is
a member of Company's Board of Directors, except as otherwise provided in this
Agreement.
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4. Except as otherwise provided in this Agreement, the Option shall not be
transferred, assigned, pledged or hypothecated in any way. Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of the Option or any
right or privilege confirmed hereby contrary to the provisions hereof, the
Option and the rights and privileges confirmed hereby shall immediately become
null and void.
5. In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in corporate structure
affecting the Company's stock, any necessary adjustments shall be made to the
number of shares and price per share of the Option in order to preserve Option
Holder's rights so that Option Holder's rights after such event are
substantially proportionate to Option Holder's rights existing prior to such
event.
6. Any notice to be given to the Company shall be addressed to the Chairman
of the Company at 1200 6th Avenue, Columbus, Georgia, 31901.
7. Nothing herein contained shall affect the rights or obligations of
Company or Option Holder (as member of the Board of Directors of Company),
subject to the terms of any written contractual arrangement to the contrary,.
8. This Agreement shall be binding upon and inure to the benefit of the
Option Holder, his personal representatives, heirs and legatees, but neither
this Agreement nor any rights hereunder shall be assignable or otherwise
transferable by the Option Holder except as expressly set forth in this
Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
effective as of the date and year first written above.
TOTAL SYSTEM SERVICES, INC.
By: /s/Kathleen Moates
Title: Assistant Secretary
OPTION HOLDER
/s/Samuel A. Nunn
SIGNATURE
/s/Samual A. Nunn
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