FISERV, INC.
STOCK OPTION PLAN FOR BHC
ARTICLE I
Purpose
The purpose of this Stock Option Plan for BHC (the "Plan") is
to enable the Company to convert outstanding BHC Options into options of the
Company pursuant to the Merger Agreement.
ARTICLE II
Definitions
For purposes of this Plan, the following terms shall have the
following meanings:
"BHC Financial" shall mean BHC Financial, Inc.
"BHC Option" shall mean the stock option granted to a senior
officer, senior manager or key employee of BHC Financial or its subsidiaries
pursuant to the BHC Plan, to the extent such stock option is still outstanding
immediately prior to the Merger.
"BHC Plan" shall mean the BHC Financial 1992 Stock Option
Plan.
"Board" shall mean the Board of Directors of the Company.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Committee" shall mean a committee of the Board consisting of
two or more directors, each of whom is a "nonemployee director" within the
meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as
amended.
"Common Stock" shall mean the common stock, $.01 par value per
share, of the Company.
"Company" means Fiserv, Inc., and any successor thereto.
"Conversion Ratio" shall mean the "conversion ratio" as
defined in, and subject to the limitations set forth in, the Merger Agreement.
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"Designated Subsidiary" of a corporation shall mean a
subsidiary of the corporation as designated from time to time by the Board, 80
percent or more of the voting capital stock of which is owned, directly or
indirectly, by such corporation.
"Disability" shall mean "total disability" as defined in BHC
Financial's long term disability plan, as in effect immediately prior to the
Merger.
"Fair Market Value" as of any date, unless otherwise required
by any applicable provision of the Code or any regulations issued thereunder,
shall mean the mean between the high and low sales prices of a share of Common
Stock on such date as reported for exchange, quoted on an automated quotation
system sponsored by a national securities association, or, if there are no such
reported sales for such date, Fair Market Value shall mean the mean of such high
and low sales prices on the last date on which there were such sales.
"Incentive Stock Option" shall mean any Stock Option granted
under this Plan in conversion of a BHC Option that was intended to be and
designated as an "Incentive Stock Option" within the meaning of section 422 of
the Code.
"Merger" shall mean the merger of Fiserv Delaware Sub, Inc.
with and into BHC Financial pursuant to the Merger Agreement.
"Merger Agreement" shall mean the Agreement and Plan of Merger
among BHC Financial, the Company and Fiserv Delaware Sub, Inc. dated as of March
2, 1997.
"Non-Qualified Stock Option" shall mean any Stock Option
granted under this Plan in conversion of a BHC Option that is not an Incentive
Stock Option.
"Participant" shall mean a person to whom a Stock Option has
been granted pursuant to this Plan in conversion of a BHC Option.
"Retirement" shall mean termination of employment by an
employee who is at least 55 years of age after at least 5 years of employment by
the Company, BHC Financial, and/or any of their Designated Subsidiaries.
"Stock Option" shall mean any option to purchase shares of
Common Stock granted pursuant to Article VI in conversion of a BHC Option
pursuant to the Merger Agreement.
"Termination of employment" shall mean a termination of
employment service for reasons other than a military or personal leave of
absence granted by the Company.
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ARTICLE III
Administration
3.1 The Committee. The Plan shall be administered and
interpreted by the Committee.
3.2 Grant of Stock Options. The Committee shall have the
authority:
(a) to grant Stock Options pursuant to the terms
of the Plan in conversion of a BHC Option pursuant to the Merger Agreement, and
(b) to determine whether and under what
circumstances a Stock Option may be settled in cash and/or stock under Section
6.4(k).
3.3 Guidelines. Subject to Article VII hereof, the Committee
shall have the authority to adopt, alter and repeal such administrative rules,
guidelines and practices governing this Plan as it shall, from time to time,
deem advisable; to interpret the terms and provisions of this Plan and any Stock
Option granted under this Plan (and any agreements relating thereto); and to
otherwise supervise the administration of this Plan. The Committee may correct
any defect, supply any omission or reconcile any inconsistency in this Plan or
in any Stock Option granted in the manner and to the extent it shall deem
necessary to carry out the purpose of this Plan.
3.4 Decisions Final. Any decision, interpretation or other
action made or taken in good faith by the Committee arising out of or in
connection with the Plan or any Stock Option granted under this Plan (and any
agreements relating thereto) shall be final, binding and conclusive on the
Company and all Participants and their respective heirs, executors,
administrators, successors and assigns.
ARTICLE IV
Share Limitation
4.1 Shares. The maximum aggregate number of shares of Common
Stock for which Stock Options may be granted under the Plan is 46,347,
subject to any increase or decrease pursuant to Section 4.2. The shares issued
under the Plan may be either authorized and unissued Common Stock or issued
Common Stock reacquired by the Company.
4.2 Changes. In the event of any merger, reorganization,
consolidation, recapitalization, dividend (other than a dividend or its
equivalent which is credited to a Plan Participant or a regular cash dividend),
stock split, or other change in corporate structure affecting the Common Stock,
a corresponding substitution or adjustment shall be made in the
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maximum aggregate number of shares for which Stock Options may be granted under
this Plan, in the number and option price of shares subject to outstanding
Options granted under this Plan, as may be determined to be appropriate by the
Committee, in its sole discretion, provided that the number of shares subject to
any Stock Option shall always be a whole number.
ARTICLE V
Eligibility
5.1 Stock Options may be granted only to persons who,
immediately prior to the Merger, hold a BHC Option, and only in conversion of a
BHC Option pursuant to the Merger Agreement.
ARTICLE VI
Award of Stock Options
6.1 Options. Each Stock Option granted under this Plan
shall be either an Incentive Stock Option or a Non-Qualified Stock Option.
6.2 Grants. On the effective date of the Merger, the Committee
shall grant to each person who holds a BHC Option in conversion of such BHC
Option a Stock Option to purchase such number of shares of Common Stock (with
any fractional share being disregarded) as shall be equal to the product of the
number of shares of BHC Financial common stock subject to such BHC Option being
converted multiplied by the Conversion Ratio. No other Stock Option may be
granted under the Plan.
6.3 Incentive Stock Options. Anything in the Plan to the
contrary notwithstanding, no term of this Plan relating to Incentive Stock
Options shall be interpreted, amended or altered, nor shall any discretion or
authority granted under the Plan be exercised, so as to disqualify the Plan
under section 422 of the Code, or, without the consent of the Participants
affected, to disqualify any Incentive Stock Option under such section 422.
6.4 Terms of Options. Stock Options granted under this
Plan in conversion of a BHC Option shall be subject to the same terms and
conditions as the BHC Option being converted; provided, however, that
(a) Option Price. The option price per share of
Common Stock purchasable under a Stock Option shall be equal to the quotient
determined by dividing the option price per share of such BHC Option by the
Conversion Ratio, and rounding upward to the nearest full cent.
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(b) Number of Shares. The number of shares of
Common Stock subject to the Stock Option shall be determined pursuant to Section
6.2.
(c) Option Term. The term of each Stock Option
shall be for the remaining term of the BHC Option being converted, subject to
earlier termination as provided herein or in the BHC Option.
(d) Exercisability. All Stock Options shall be
immediately exercisable.
(e) Method of Exercise. Stock Options may be
exercised in whole or in part at any time during the option term, by giving
written notice of exercise to the Company specifying the number of shares to be
purchased. Such notice shall be accompanied by payment in full of the purchase
price in such form as the Committee may accept. If and to the extent determined
by the Committee in its sole discretion at any time, payment in full or in part
may also be made in the form of Common Stock duly owned by the Participant (and
for which the Participant has good title free and clear of any liens and
encumbrances), or by reduction in the number of shares issuable upon such
exercise based, in each case, on the Fair Market Value of the stock. No shares
of Common Stock shall be issued until payment, as provided herein, therefor has
been made. A Participant shall generally have the rights to dividends or other
rights of a shareholder with respect to shares subject to the Option when the
optionee has given written notice of exercise, has paid for such shares as
provided herein, and, if requested, has given the representation described in
Section 9.1.
(f) Non-Transferability of Options. No Stock
Option shall be transferable by the Participant otherwise than by will or by the
laws of descent and distribution, to the extent consistent with the terms of the
Plan and the Option, and all Stock Options shall be exercisable, during the
Participant's lifetime, only by the Participant.
(g) Termination by Death. Subject to Subsection
(k), if a Participant's employment by the Company or a Designated Subsidiary of
the Company terminates by reason of the Participant's death, any Stock Option
held by such Participant may thereafter be exercised by the legal representative
of the Participant's estate until the expiration of the option term of such
Stock Option.
(h) Termination by Reason of Disability.
Subject to Subsection (k), if a Participant's employment by the Company or a
Designated Subsidiary of the Company terminates by reason of the Participant's
Disability, any stock Option held by such Participant may thereafter be
exercised by the Participant until the expiration of the stated term of such
Stock Option; provided, however, that, if the Participant dies before the Stock
Option is exercised, any unexercised Stock Option held by such Participant shall
thereafter be exercisable by the legal representative of the Participant's
estate until the expiration of the option term of such Stock Option. In the
event of termination of employment by reason of the Participant's Disability, if
an Incentive Stock Option is exercised after the expiration of the exercise
periods that apply for purposes of section 422 of the Code, such Stock Option
will thereafter be treated as a Non-Qualified Stock Option.
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(i) Termination by Reason of Retirement.
Subject to Subjection (k), if a Participant's employment by the Company or a
Designated Subsidiary of the Company terminates by reason of the Participant's
Retirement, any Stock Option held by such Participant may thereafter be
exercised by the Participant until the expiration of the option term of such
Stock Option; provided, however, that, if the Participant dies after Retirement
but before the Stock Option is exercised, any unexercised Stock Option held by
such Participant shall thereafter be exercisable by the legal representative of
the Participant's estate until the expiration of the option term of such Stock
Option. In the event of termination of employment by reason of the Participant's
Retirement, if an Incentive Stock Option is exercised after the expiration of
the exercise periods that apply for purposes of Section 422 of the Code, such
Stock Option will thereafter be treated as a Non-Qualified Stock Option.
(j) Other Termination. Unless otherwise
determined by the Committee at any time, if a Participant's employment by the
Company or a Designated Subsidiary of the Company terminates for any reason
other than the Participant's death, Disability or Retirement, the Stock Option
shall thereupon terminate, except that such Stock Option may be exercised for
the lesser of three months or the balance of such Stock Option's term if the
Participant is involuntarily terminated without cause.
(k) Buyout and Settlement Provisions. The
Committee may at any time offer to buy out a Stock Option previously granted,
based on such terms and conditions as the Committee shall establish and
communicate to the Participant at the time that such offer is made. In addition,
if the Stock Option agreement so provides or is amended prior to exercise to so
provide (with the Participant's consent), the Committee may require that all or
part of the shares to be issued with respect to the spread value of an exercised
Stock Option take the form of performance shares or restricted stock, which
shall be valued on the date of exercise on the basis of the fair market value of
such performance shares or restricted stock determined without regard to the
deferral limitations and/or forfeiture restrictions involved.
6.6 Rights as Shareholders. Unless otherwise determined by the
Committee, a Participant shall not have any right as a shareholder with respect
to any shares subject to his Stock Options until the issuance of stock
certificates to him or her for such shares.
ARTICLE VII
Termination or Amendment of the Plan
7.1 Termination or Amendment.
(a) The Board may at any time amend, discontinue
or terminate this Plan or any part thereof (including any amendment deemed
necessary to ensure that the Company may comply with any regulatory requirement
referred to in Article IX); provided, however, that, unless
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otherwise required by law, the rights of a Participant with respect to Stock
Options granted prior to such amendment, discontinuance or termination, may not
be impaired without the consent of such Participant and, provided further,
without the approval of the Company's stockholders, no amendment may be made
which would (i) increase the aggregate number of shares of Common Stock for
which Stock Options may be granted under this Plan (except by operation of
Section 4.2) or (ii) change the definition of persons eligible to be granted
Stock Options under this Plan.
(b) The Committee may amend the terms of any
Stock Options theretofore granted, prospectively or retroactively, but, subject
to Article IV above, no such amendment or other action by the Committee shall
impair the rights of any holder without the holder's consent.
ARTICLE VIII
Unfunded Plan
8.1 Unfunded Status of Plan. This Plan is intended to
constitute an "unfunded" plan of incentive and deferred compensation. With
respect to any payment not yet made to a Participant by the Company, nothing
contained herein shall give any such Participant any rights that are greater
than those of a general creditor of the Company.
ARTICLE IX
General Provisions
9.1 Legend. The Committee may require each person purchasing
shares pursuant to a Stock Option under the Plan to represent to and agree with
the Company in writing that the Participant is acquiring the shares without a
view to distribution thereof. In addition to any legend required by this Plan,
the certificates for such shares may include any legend which the Committee
deems appropriate to reflect any restrictions on transfer.
All certificates for shares of Common Stock delivered
under the Plan shall be subject to such stock transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations
and other requirements of the Securities and Exchange Commission, any stock
exchange upon which the Common Stock is then listed, any applicable Federal or
state securities law, and any applicable corporate law, and the Committee may
cause a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.
9.2 Other Plans. Nothing contained in this Plan shall prevent
the Board from adopting other or additional compensation arrangements, subject
to shareholder approval if such approval is required; and such arrangements may
be either generally applicable or applicable only in specific cases.
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9.3 No Right to Employment. Neither this Plan nor the grant of
any Stock Option hereunder in conversion of a BHC Option shall give any
Participant or other employee any right with respect to continuance of
employment by the Company or any of its subsidiaries, nor shall there be a
limitation in any way on the right of the Company or any subsidiary by which an
employee is employed to terminate his employment at any time.
9.4 Withholding of Taxes. The Company shall have the right to
deduct from any payment to be made pursuant to this Plan, or to otherwise
require, prior to the issuance or delivery of any shares of Common Stock or the
payment of any cash hereunder, payment by the Participant of any Federal, state
or local taxes required by law to be withheld. The Committee may permit any such
withholding obligation to be satisfied by reducing the number of shares of
Common Stock otherwise deliverable. Any fraction of a share of Common Stock
required to satisfy such tax obligation shall be disregarded and the amount due
shall be paid instead in cash by the Participant.
9.5 No Assignment of Benefits. No Stock Option granted under
this Plan shall, except as otherwise specifically required by law, be subject in
any manner to anticipation, alienation, attachment, sale, transfer, assignment,
pledge, encumbrance or charge, and any attempt to anticipate, alienate, attach,
sell, transfer, assign, pledge, encumber or charge any such benefit shall be
void, and any such benefit shall not in any manner be liable for or subject to
the debts, contracts, liabilities, engagements or torts of any person who shall
be entitled to such benefit, nor shall it be subject to attachment or legal
process for or against such person.
9.6 Listing and Other Conditions.
(a) If and as long as the Common Stock is listed
on national securities exchange or system sponsored by a national securities
association, the issue of any shares of Common Stock pursuant to a Stock Option
shall be conditioned upon such shares being listed on such exchange or system.
The Company shall have no obligation to issue such shares unless and until such
shares are so listed, and the right to exercise any Stock Option with respect to
such shares shall be suspended until such listing has been effected.
(b) If at any time counsel to the Company shall
be of the opinion that any sale or delivery of shares of Common Stock pursuant
to an Option is or may in the circumstances be unlawful or result in the
imposition of excise taxes under the statutes, rules or regulations of any
applicable jurisdiction, the Company shall have no obligation to make such sale
or delivery, or to make any application or to effect or to maintain any
qualification or registration under the Securities Act of 1933, as amended, or
otherwise with respect to shares of Common Stock, and the right to exercise any
Stock Option shall be suspended until, in the opinion of said counsel, such sale
or delivery shall be lawful.
(c) Upon termination of any period of suspension
under this Section 9.6, any Stock Option affected by such suspension which shall
not then have expired or terminated shall be reinstated as to all shares
available before such suspension and as to shares which would otherwise
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have become available during the period of such suspension, but no such
suspension shall extend the term of any Stock Option.
9.7 Governing Law. This Plan and actions taken in connection
herewith shall be governed and construed in accordance with the laws of the
State of Wisconsin (regardless of the law that might otherwise govern under
applicable Wisconsin principles of conflict of laws).
9.8 Construction. Wherever any words are used in this Plan in
the masculine gender they shall be construed as though they were also used in
the feminine gender in all cases where they would so apply, and wherever any
words are used herein in the singular form they shall be construed as though
they were also used in the plural form in all cases where they would so apply.
9.9 Indemnification. Each member of the Committee or director
of the Company shall be indemnified and held harmless by the Company against and
with respect to all damages, losses, obligations, liabilities, liens,
deficiencies, costs and expenses, including without limitation, reasonable
attorney's fees and other costs incident to any suit, action, investigation,
claim or proceedings to which he may be a party by reason of his performance of
administrative functions and duties under the Plan. The foregoing right to
indemnification shall be in addition to such other rights as the Committee
member or other person may enjoy as a matter of law or by reason of insurance
coverage of any kind. Rights granted hereunder shall be in addition to and not
in lieu of any rights to indemnification to which the Committee member or other
person may be entitled pursuant to they by-laws of the Company.
9.10 Other Benefits. No Stock Option granted or payment upon
exercise of any Stock Option under this Plan shall be deemed compensation for
purposes of computing benefits under any retirement plan of the Company or its
subsidiaries nor shall it affect any benefits under any other benefit plan now
or subsequently in effect under which the availability or amount of benefits is
related to the level of compensation.
9.11 Costs. The Company shall bear all expenses incurred in
administering this Plan, including expenses of issuing Common Stock pursuant to
any Stock Option granted hereunder.
ARTICLE X
Effective Date of Plan
The Plan shall be effective as of the effective date of the
Merger following adoption by the Board.
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ARTICLE XI
Termination of the Plan
Stock Options granted on or before the termination of the Plan
shall continue to be exercisable in accordance with their terms.
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