FISERV, INC.
STOCK OPTION PLAN
(as amended and restated through March 15, 2000)
Section 1. Purpose. The purpose of the Fiserv, Inc. Stock Option Plan (the
"Plan") is to promote the interest of Fiserv, Inc. (the "Company") and its
Subsidiaries (the Company and each such Subsidiary being herein each referred to
as a "Fiserv Group Company") by (a) providing an incentive to employees, and to
directors who are not employees, of the Fiserv Group Companies which will
attract, retain and motivate persons who are able to make important
contributions to the Company's growth, profitability and long-term success, and
(b) furthering the identity of interests of the Optionees with those of the
Company's shareholders through stock ownership opportunities. Options to be
issued under the Plan may be "incentive stock options" as defined in Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"), or "non-qualified
stock options" ("NQSOs"), which do not qualify as "incentive stock options"
("ISOs"), but the Company makes no representation or warranty as to the
qualification of any Option as an incentive stock option under the Code.
Section 2. Definitions. For purposes of this Plan, the following terms used
herein shall have the following meanings, unless a different meaning is clearly
required by the context.
2.1 "Board of Directors" shall mean the Board of Directors of the Company.
2.2 "Committee" shall mean the committee of the Board of Directors
referred to in Section 5 hereof.
2.3 "Common Stock" shall mean the Common Stock, $.01 par value, of the
Company.
2.4 "Non-Employee Director" shall mean a non-employee director, as defined
in Rule 16b-3 promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which currently defines a non-employee director as a director
who (i) is not currently an officer or otherwise employed by the
Company, or a parent or subsidiary of the Company, (ii) does not
receive compensation for consulting services or in any other capacity
from the Company or its subsidiaries in excess of $60,000 in any one
year, and (iii) does not possess an interest in and is not engaged in
business relationships required to be reported under Items 404(a) or
404(b) of Regulation S-K promulgated under the Exchange Act.
2.5 "Option" shall mean any option granted to a person pursuant to this
Plan.
2.6 "Optionee" shall mean a person to whom an Option is granted under this
Plan.
2.7 "Parent" shall mean a "parent corporation" as defined in Section
424(e) of the Code.
2.8 "Subsidiary" shall mean a "subsidiary corporation" as defined in
Section 424(f) of the Code.
Section 3. Eligible Optionees.
3.1 Options may be granted hereunder to any employee of any Fiserv Group
Company and to any Non-Employee Director. The Committee shall have the
sole authority to select employees and Non-Employee Directors to whom
Options are to be granted hereunder.
Section 4. Common Stock Subject to the Plan; Special Limitations.
4.1 The total number of shares of Common Stock for which Options may be
granted under this Plan shall not exceed in the aggregate 8,667,755
shares of Common Stock. The total number of shares of Common Stock for
which Options may be granted under this Plan in any one fiscal year of
the Company to any one person shall not exceed in the aggregate
675,000 shares of Common Stock.
4.2 The shares of Common Stock that may be subject to Options granted
under this Plan may be either authorized and unissued shares or shares
reacquired at any time and now or hereafter held as treasury stock as
the Board of Directors may determine. In the event that any
outstanding Option expires or is cancelled or terminated for any
reason, the shares allocable to the unexercised portion of such Option
may again be subject to an Option granted under this Plan.
Section 5. Administration of the Plan.
5.1 The Plan shall be administered by a committee of the Board of
Directors (the "Committee") and shall consist of not less than two
directors. All members of the Committee shall be both Non-Employee
Directors and "outside directors" within the meaning of Section 162(m)
of the Code. The Committee shall be appointed from time to time by,
and shall serve at the pleasure of, the Board of Directors. A majority
of the members of the Committee shall constitute a quorum, and the
acts of a majority of the members present at any meeting at which a
quorum is present and the acts approved in writing by all members
without a meeting shall be the acts of the Committee.
5.2 The Committee (the Board of Directors with respect to grants to
Non-Employee Directors) shall have the sole authority and discretion
to grant Options under this Plan and to determine the terms and
conditions of any such Option, including, without limitation, the sole
authority and discretion (i) to select the persons who are to be
granted Options hereunder, (ii) to determine the times when Options
shall be granted, (iii) to determine whether an Option granted to an
employee will be an ISO or a NQSO, (iv) to establish the number of
shares of Common Stock that may be issued under each Option and to
establish the option price therefor, (v) to determine the term of each
Option, (vi) to determine the time and the conditions subject to which
Options may be exercised in whole or in part, (vii) to determine the
form of consideration that may be used to purchase shares of Common
Stock upon exercise of any Option (including the circumstances under
which the Company's issued and outstanding shares of Common Stock may
be used by an Optionee to exercise an Option), (viii) to determine
whether to restrict the sale or other disposition of the shares of
Common Stock acquired upon the exercise of an option (including the
circumstances under which shares of Common Stock acquired upon
exercise of any Option may be subject to repurchase by the Company)
and, if so, whether to waive any such restriction, (ix) to accelerate
the time when outstanding Options may be exercised, (x) to determine
the amount, if any, necessary to satisfy any Fiserv Group Company's
obligation to withhold taxes or other amounts, (xi) to determine the
fair market value of a share of Common Stock, (xii) with the consent
of the Optionee, to cancel or modify an Option, provided, however,
that such Option as modified would have been permitted to have been
granted under the Plan on the date of grant of the original Option and
provided, further, however, that in the case of a modification (within
the meaning of Section 424(h) of the Code) of an ISO, such Option as
modified would be permitted to be granted on the date of such
modification under the terms of the Plan, and (xiii) to establish any
other terms and conditions applicable to any Option and to make all
other determinations relating to the Plan and Options not inconsistent
with the provisions of this Plan.
5.3 The Committee shall be authorized to interpret the Plan and may, from
time to time, adopt such rules and regulations, not inconsistent with
the provisions of the Plan, as it may deem advisable to carry out the
purpose of this Plan.
5.4 The interpretation and construction by the Committee of any provision
of the Plan, any Option granted hereunder or any option agreement
evidencing any such Option shall be final and conclusive upon all
parties. Any controversy or claim arising out of or relating to the
Plan or any Option shall be determined unilaterally by the Committee,
whose determination shall be final and conclusive upon all parties.
5.5 Members of the Committee may vote on any matter affecting the
administration of the Plan or any agreement or the granting of Options
under the Plan.
5.6 All expenses and liabilities incurred by the Board of Directors (or
the Committee) in the administration of the Plan shall be borne by the
Company. The Board of Directors (or the Committee) may employ
attorneys, consultants, accountants or other persons in connection
with the administration of the Plan. The Company and its officers and
directors shall be entitled to rely upon the advice, opinions or
valuations of any such persons. No member or former member of the
Board of Directors (or the Committee) shall be liable for any action,
determination or interpretation taken or made in good faith with
respect to the Plan or any Option or agreement hereunder.
Section 6. Terms and Conditions of Options.
Subject to the Plan, the terms and conditions of each Option granted under
the Plan shall be specified by the Committee (the Board of Directors with
respect to grants to Non-Employee Directors) and shall be set forth in an option
agreement between the Company and the Optionee in such form as the Committee
shall approve. The terms and conditions of any Option granted hereunder need not
be identical to those of any other Option granted hereunder.
The terms and conditions of each Option shall include the following:
(a) The option price shall be fixed by the Committee, provided, however,
that in the case of an ISO, the option price may not be less than the
fair market value of the shares of Common Stock subject to the Option
on the date the Option is granted, and provided, further, however,
that if at the time an ISO is granted, the Optionee owns (or is deemed
to own under Section 424(d) of the Code) stock possessing more than
10% of the total combined voting power of all classes of stock of the
Company, any of its Subsidiaries or a Parent, the option price of such
ISO shall not be less than 110% of the fair market value of the Common
Stock subject to such ISO on the date of grant. In addition, with
respect to at least 95% of the number of shares of Common Stock for
which Options may be granted under this Plan as of February 14, 2000,
the option price may not be less than the fair market value of the
shares of Common Stock subject to the Option on the date the Option is
granted.
(b) Options shall not be transferable otherwise than by will or the laws
of descent and distributions, and during an Optionee's lifetime, an
option shall be exercisable only by the Optionee or the Optionee's
legal guardian.
(c) The Committee shall fix the term of all Options granted pursuant to
the Plan (including the date on which such Option shall expire and the
conditions under which it terminates earlier), provided, however, that
the term of an ISO may not exceed ten years from the date such Option
is granted, and provided, further, however, that if at the time an ISO
is granted, the Optionee owns (or is deemed to own under Section
424(d) of the Code) stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company, any of
its Subsidiaries or a Parent, the term of such ISO may not exceed five
years from the date of grant. Each Option shall be exercisable in such
amount or amounts, under such conditions, and at such times or
intervals or in such installments as shall be determined by the
Committee. The Committee may, in its sole discretion, establish a
vesting provision for any Option relating to the time or the
circumstances when the Option may be exercised by the Optionee. In the
event, the Company shall have been purchased by or merged into another
company, such that there shall be a change of control of the Company,
all outstanding stock options issued under the Plan will become fully
vested at the date of such purchase or merger.
(d) In the event that any Fiserv Group Company is required to withhold any
Federal, state or local taxes or other amounts in respect of any
income realized by the Optionee in respect of an Option granted
hereunder, in respect of any shares acquired pursuant to the exercise
of an Option or in respect of the disposition of an Option or any
shares acquired pursuant to the exercise of an Option, the Company may
deduct (or require the Fiserv Group Company to deduct) from any
payments of any kind otherwise due to such Optionee cash or with the
consent of the Committee (in the stock option contract or otherwise)
shares of the Company's Common Stock the aggregate amount of such
Federal, state or local taxes and other amounts required to be so
withheld. Alternatively, the Company may require such Optionee to pay
to the Company in cash, promptly on demand, or make other arrangements
satisfactory to the Company regarding payment to the Company of, the
aggregate amount of any such taxes and other amounts.
(e) The aggregate fair market value (determined at the time the Option is
granted) of the shares of Common Stock for which an eligible employee
may be granted ISOs under the Plan or any other plan of the Company,
any of its Subsidiaries or a Parent which are exercisable for the
first time by such employee during any calendar year shall not exceed
$100,000. Such limitation shall be applied by taking ISOs into account
in the order in which they were granted. Any Option (or portion
thereof) granted in excess of such amount shall be treated as an NQSO.
(f) In no case may a fraction of a share be exercised or acquired pursuant
to the Plan.
(g) Without prior approval of the Company's shareholders, Options issued
under this Plan will not be repriced, replaced or regranted through
cancellation or by lowering the option price of a previously granted
Option.
Section 7. Adjustments. In the event that, after the adoption of the Plan
by the Board of Directors, the outstanding shares of the Company's Common Stock
shall be increased or decreased or changed into or exchanged for a different
number or kind of shares of stock or other securities of the Company through
reorganization, merger or consolidation, recapitalization, spin-off, stock
split, split-up, combination, exchange of shares, declaration of any dividends
payable in Common Stock or the like, the number and kind of shares of stock and
the price per share subject to the unexercised portion of any outstanding
Option, the number and kind of shares of Stock subject to the Plan and the
maximum number of shares which may be granted to a person in any fiscal year
shall be appropriately adjusted by the Board of Directors, and such adjustment
shall be effective and binding for all purposes of this Plan. Such adjustment
may provide for the elimination of fractional shares which might otherwise be
subject to Options without payment therefor.
Section 8. Effect of the Plan on Employment Relationship . Neither this
Plan nor any Option granted hereunder shall be construed as conferring upon any
Optionee any right to continue in the employ of any Fiserv Group Company or
limit in any respect any right of any Fiserv Group Company to terminate such
Optionee's employment at any time without liability, or to continue as a
Non-Employee Director.
Section 9. Amendment of the Plan. The Board of Directors may amend the Plan
from time to time as it deems desirable, provided, however, that, without the
approval of the holders of a majority of the shares of Common Stock of the
Company present, or represented, and entitled to vote at any meeting duly held
in accordance with the applicable laws of the State of Wisconsin, the Board of
Directors may not (a) increase the maximum number of shares of Common Stock for
which Options may be granted under this Plan (other than increases due to
adjustment in accordance with Section 7 hereof), (b) materially increase the
benefits accruing to participants under the Plan, (c) change the eligibility
requirements to receive Options hereunder or (d) make any change for which
applicable law requires shareholder approval.
Section 10. Termination of the Plan. The Board of Directors may terminate
the Plan at any time. No Option may be granted hereunder after termination of
the Plan. No ISO may be granted under the Plan more than ten years after the
date on which the Plan was adopted. The termination or amendment of the Plan
shall not alter or impair any rights or obligations under any Option theretofore
granted under the Plan, without the consent of the Optionee.
Section 11. Effective Date of the Plan. This Plan (as amended and restated)
will become effective on the date on which it is approved by the Board of
Directors. This Plan (as amended and restated) is subject to approval by the
holders of the majority of the shares of Common Stock of the Company present, or
represented, and entitled to vote at the next meeting duly held in accordance
with the applicable laws of the State of Wisconsin. No Option granted hereunder
may be exercised prior to such approval, provided, however, that the date of
grant of any Option shall be determined as if the Plan had not been subject to
such approval. Notwithstanding the foregoing, if the Plan (as amended and
restated) is not approved by a vote of shareholders within 12 months after it is
adopted by the Board of Directors, the amendment shall be null and void, the
Plan as in effect prior to such amendment and restatement shall continue in full
force and effect and any Options granted pursuant to such amendment and
restatement shall terminate.
Section 12. Governing Law. This Plan, the Options and all related matters
shall be governed by, and construed in accordance with, the laws of the State of
Wisconsin, without regard to choice of law provisions. Neither the Plan nor any
agreement pursuant to the Plan shall be construed or interpreted with any
presumption against any Fiserv Group Company by reason of the Fiserv Group
Company having drafted or adopted the Plan or agreement. The invalidity,
illegality or unenforceability of any provision in the Plan or in any agreement
pursuant to the Plan shall not affect the validity, legality or enforceability
of any other provision, all of which shall be valid, legal and enforceable to
the fullest extent permitted by applicable law.