The Fiserv Group
Savings-Related
Share Option Plan
Adopted on 17 March 2000
CONTENTS
1. Name of the Plan......................................................1
2. Definitions and Interpretation........................................1
3. Invitations to Apply for Options......................................3
4. Adjustment of Application.............................................5
5. Deductions of SAYE Contributions......................................5
6. Grant of Options......................................................5
7. Option Certificates...................................................5
8. Non-Transferability of Options........................................5
9. Limitations on Grants.................................................6
10. Exercise of Options...................................................6
11. Takeovers and Liquidations............................................7
12. Exchange of Options...................................................8
13. Variation of Share Capital............................................9
14. Manner of Exercise of Options.........................................9
15. General..............................................................10
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The Fiserv Group Savings-Related Share Option Plan
1. Name of the Plan
The Plan will be known as The Fiserv Group Savings-Related Share Option Plan.
2. Definitions and Interpretation
2.1 For the purposes of the Plan, unless the context otherwise requires, the
following words and expressions shall have the following meanings:-
"the Adoption Date" means the date on which the Plan is
approved by the Board of Inland Revenue;
"the Appointed Authority" means any building society within the
meaning of the Building Societies Act 1986
or any institution authorised by the
Banking Act 1987 with which the UK Board
may require Eligible Employees to enter
into a Savings Contract as a condition
of the grant of an Option;
"the Appropriate Period" has the same meaning as in paragraph
15(2) of Schedule 9;
"Associated Company" has the same meaning as in Section 187(2)
of the Taxes Act;
"the Auditors" means the auditors for the time being of
the Company (acting as experts and not as
arbitrators);
"the Board" means the board of directors of the
Company or a duly authorised committee
thereof;
"Bonus Date" means either
(i) subject to (iii) below, the date
specified in the application for the
grant of an Option (being the date on
which a bonus becomes payable under a
Savings Contract);
(ii) where no choice of bonus date is
offered in the invitation to the
Eligible Employee, the date specified
in the invitation as the bonus date;
or
(iii) any replacement or alternative bonus
date applicable by virtue of the
operation of Rule 3;
"the Company" means Fiserv Inc., a Wisconsin
corporation;
"Control" has the same meaning as in Section 840
of the Taxes Act and controlled shall
be construed accordingly;
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"Date of Grant" means the date on which an Option is,
was, or is to be granted under the Plan;
"Eligible Employee" means any person who is at both the date
on which invitation(s) are despatched
by the UK Board pursuant to Rule 3.1
and at the relevant Date of Grant
either:-
(a)(i) a Full-Time Director or
Qualifying Employee; and
(ii) is not precluded by paragraph 8
of Schedule 9 from participating
in the Plan; and
(iii) is chargeable to tax in respect
of his office or employment under
Case I of Schedule E; or
(b) is an employee or director of any
Participating Company nominated
by the UK Board (having consulted
the Board) to be an Eligible
Employee;
"Full-Time Director" means a director of a Participating
Company whose terms of employment
require him to work for at least
twenty-five hours per week (excluding
meal breaks);
"Group" means the UK Company and its
Subsidiaries;
"Market Value" means on any day the amount determined
to be the market value of an Ordinary
Share in accordance with the provisions
of Part VIII of the Taxation of
Chargeable Gains Act 1992 and
agreed in advance for the purposes
of the Plan with the Inland Revenue
Shares Valuation Division;
"Option" means an option to acquire Plan Shares
granted pursuant to the Plan;
"Option Certificate" means a certificate evidencing an
Option issued in accordance with
Rule 9;
"Option Price" means the price at which each Plan
Share subject to an Option may be
acquired on the exercise of that Option
being, subject to Rule 13, not less
than the higher of:-
(i) the nominal value of a Plan Share;
and
(ii) 80% or such other percentage as is
permitted by paragraph 25(b) of
Schedule 9 of the Market Value of
a Plan Share on the day the
Option was issued pursuant to
Rule 3;
"Ordinary Shares" means the shares of common stock of the
Company;
"Participant" means any person who for the time being
participates in the Plan;
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"Participating Company" means the UK Company
and any Subsidiary which has been
nominated by the Board to be a
Participating Company;
"the Plan" means the Fiserv Group Saving related
Share Option Plan constituted and
governed by the Rules;
"Plan Period" means the period of 1 years commencing
on the Adoption Date;
"Plan Shares" means Ordinary Shares which satisfy the
conditions specified in Paragraphs 10-14
inclusive of Schedule 9 to be acquired
by a Participant on the exercise by him
of an Option;
"Qualifying Employee" means an employee of Participating
Company (who is not a director);
"Record Date" in relation to any particular payment
of dividend or the making of any other
distribution to the Company's
stockholders means the date on which any
such stockholder must be duly recognised
by the Company as such in order to have
the right to receive such dividend or
other distribution;
"Rules" means these rules as from time to time
amended;
"Savings Contract" means a contract under a certified
contractual savings plan, within the
meaning of Section 326(2) of the Taxes
Act and which has been approved by the
Board of Inland Revenue for the purposes
of Schedule 9;
"Schedule 9" means Schedule 9 to the Taxes Act;
"Specified Age" [60];
"Subsidiary" means a body corporate of which the UK
Company has Control and which is a
subsidiary of the Company within the
meaning of Section 736 of the Companies
Act 1985;
"Subsisting Option" means an Option which has neither
lapsed nor been exercised; and
"Taxes Act" means the Income and Corporation Taxes
Act 1988;
"UK Board" means the board of directors of the UK
Company or a duly authorised committee
thereof;
"UK Company" means Fiserv (Europe) Limited,
registered as company number 02467435.
2.2 Where the context so permits the singular shall include the plural and vice
versa and the masculine shall include the feminine.
2.3 Reference to any Act shall include any statutory modification, amendment or
re-enactment thereof.
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3. Invitations to Apply for Options
3.1 Subject to any limitations referred to herein, the UK Board may, with the
consent of the Board, with effect from the Adoption Date at any time during
the Plan Period invite every Eligible Employee to apply for the grant of an
Option on the terms of the Plan.
3.2 An invitation to an Eligible Employee shall specify the following:-
(A) the date, being not less than 14 days after the issue of the
invitation, by which an application must be made;
(B) the Option Price or the formula for determining the Option Price;
(C) the applicable Bonus Date or any choice of Bonus Date which may be
offered by the UK Board, with the consent of the Board; and
(D) the maximum permitted aggregate monthly savings contribution, being
the lesser of (a) (pound) 250 or such other maximum specified in
paragraph 24 of Schedule 9 as the same is from time to time amended
and (b) such sum (being a multiple of (pound)1 and not less than
(pound)5) as the UK Board, having consulted the Board, decides shall
apply to every Eligible Employee in respect of that invitation.
3.3 Each invitation shall be accompanied by a proposal form for a Savings
Contract and an application form. The applicant shall at the time of making
an application for the grant of an Option state:-
(A) the maximum monthly savings contribution (being a multiple of(pound)1
and not less than(pound)5) which he wishes to make under the related
Savings Contract;
(B) that his proposed monthly savings contribution, when added to any
monthly savings contributions then being made under any other Savings
Contract linked to an Option granted under the Plan or any other plan
approved under Schedule 9, will not exceed the maximum permitted
aggregate monthly savings contribution specified in the invitation;
(C) the relevant Bonus Date; and
(D) whether, for the purpose of determining the number of Plan Shares over
which an Option is to be granted, the repayment under the Savings
Contract is to be taken as including the maximum bonus, the standard
bonus or no bonus;
and shall authorise the UK Board to enter on the Savings Contract proposal
form such monthly savings contribution, not exceeding the maximum stated on
the application form, as shall be determined pursuant to Rule 4 below.
Subject to the aforesaid the invitation may be given in such manner and
form as the UK Board may from time to time prescribe.
3.4 Each application shall be deemed to be for an Option over the largest whole
number of Plan Shares which can be bought at the Option Price with the
expected repayment under the related Savings Contract at the appropriate
Bonus Date.
3.5 Each application shall be valid only if:-
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(A) it is received by the UK Company not later than the date specified for
this purpose in the invitation;
(B) it contains an agreement by the Eligible Employee to be bound by all
such terms or conditions as may have been specified in the invitation
or as are specified in the Rules;
(C) it is accompanied by a proposal form duly signed and completed save
for the amount of the monthly contributions; and
(D) it is made in such form and manner as the UK Board may in its
discretion allow.
4. Adjustment of Application
4.1 If the UK Company receives valid applications for Option over an aggregate
number of Plan Shares which would cause any of the limits in Rule 9 to be
exceeded then the following steps shall be carried out successively to the
extent necessary to eliminate the excess:-
(A) each election for the maximum bonus to be included in the repayment
under the Savings Contract shall be deemed to be an election for only
the standard bonus to be so included;
(B) each election for a bonus to be included in the repayment under the
Savings Contract shall be deemed to be an election for no bonus (or
only part of the bonus) to be so included;
(C) the excess over(pound)5 of the monthly savings contribution chosen by
each applicant shall be reduced pro rata to the extent necessary; and
(D) applications shall be selected by lot, each based on a monthly savings
contribution of(pound)5 and the inclusion of no bonus in the amount
applied in the purchase of Shares.
4.2 Each application shall be deemed to have been modified o withdrawn in
accordance with the application of the foregoing provisions and the UK
Board shall complete each Savings Contract proposal form to reflect any
reduction in monthly savings contributions resulting therefrom.
5. Deductions of SAYE Contributions
Contributions to any Savings Contract shall be payable by means of regular
deductions from the wage or salary remitted by the UK Company or a Subsidiary to
the Eligible Employee's account with the Appointed Authority PROVIDED THAT if
and so long as payment by such means is rendered temporarily impracticable by
reason of maternity leave, prolonged sick leave or other similar circumstances,
the Eligible Employee may pay such contributions by any reasonable means agreed
between the UK Company or the Subsidiary, the Eligible Employee and the
Appointed Authority.
6. Grant of Options
Not later than 30 days after the day the invitations to apply for Options were
issued pursuant to Rule 3 (or 42 days in the event of an adjustment under Rule
4) the UK Board shall grant, or procure the grant of, an Option to each
applicant who is still an Eligible Employee over the number of Plan Shares for
which, pursuant to Rule 3.5 (and subject to Rule 4) he is deemed to have
applied.
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7. Option Certificates
As soon as reasonably practicable after Options have been granted the UK Board
shall issue an Option Certificate in respect of each Option in such form, not
inconsistent with these Rules, as the UK Board may determine carrying a
statement to the effect of Rule 8.
8. Non-Transferability of Options
An Option and an invitation shall be personal to the Eligible Employee to whom
it is granted or made and shall not be capable of assignment. Any purported
charge, pledge, assignment, disposal of or dealing with an Option shall cause
the Option to lapse forthwith.
9. Limitations on Grants
9.1 The UK Board may, at the direction of the Board, before issuing invitations
on any occasion, determine a limit on the number of Ordinary Shares which
are to be available in respect of that invitation in order to ensure that
Ordinary Shares remain available for subsequent invitations.
9.2 No Option shall be granted to an Eligible Employee if the monthly savings
contribution under the related Savings Contract, when added to the monthly
savings contributions then being made under any other Savings Contract,
would exceed the maximum specified in paragraph 24 of Schedule 9.
10. Exercise of Options
10.1 Subject to Rules 10.2 and 14 any Subsisting Option may be exercised in
whole or in part at any time following the earliest of the following
events:-
(A) the relevant Bonus Date;
(B) the death of the Participant;
(C) the Participant ceasing to be a director or employee of a
Participating Company by reason of:-
(1) his retirement on reaching the Specified Age or at any other age
at which he is bound to retire in accordance with the terms of
his contract of employment;
(2) injury or disability recognised as such expressly by the UK Board
in writing for the purposes of this paragraph;
(3) dismissal by reason of redundancy (within the meaning of the
Employment Rights Act 1996);
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(4) the company by which he is employed (if not the UK Company)
ceasing to be a Subsidiary;
(5) the business or part of a business to which that office or
employment relates being transferred to a person who is neither
an Associated Company nor a company of which the Company has
Control; or
(6) the Participant ceasing to be a director or employee of a
Participating Company more than three years after the relevant
Date of Grant for any reason other than death or an event
specified in sub-paragraph (C) (1) to (5) of Rule 10.1;
(D) the relevant Bonus Date, where the Participant holds an office or
employment in a company which is not a Participating Company but which
is an Associated Company of the Company or a company of which the
Company has control; and
(E) the occurrence of the event or events referred to in Rule 11 which by
the terms thereof cause an Option to become exercisable.
10.2 An Option shall lapse on the earliest of the following events:-
(A) except where the Participant has died, the expiry of six months
following the relevant Bonus Date;
(B) where the Participant has died during the six months following the
Bonus Date, the first anniversary of the Bonus Date;
(C) where the Participant has died before the Bonus Date, the first
anniversary of his death;
(D) unless the Participant has died, the expiry of six months after the
Option has first become exercisable by virtue of sub-paragraph (C) or
(E) of Rule 10.1;
(E) the Participant ceasing to be a director or employee of the UK Company
or a Subsidiary for any reason other than death or the reasons
specified in Rule 10.1(C); and
(F) the Participant being adjudicated bankrupt.
10.3 If a Participant continues to be employed by a Participating Company after
the date on which he reaches the Specified Age he may exercise any
Subsisting Option within six months following that date.
10.4 No person shall be treated for the purposes of this Rule 10 as ceasing to
be employed by a Participating Company until he is no longer employed by
the UK Company, any Associated Company or a company of which the Company
has Control.
10.5 A female Participant whose employment has been terminate in circumstances
such that, pursuant to the Employment Rights Act 1996 she has a right to
return to work shall be deemed for the purposes of the Rules not to have
ceased to be employed by a Participating Company until such time as she is
no longer capable, pursuant to the said Act, of exercising a right to
return to work and has not exercised such right.
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11. Takeovers and Liquidations
11.1 If at any time a general offer is made to acquire the whole of the issued
ordinary share capital of the Company or the part thereof which is not
already owned by the offeror and/or any company controlled by the offeror
and/or persons acting in concert with the offeror and such offer has become
or been declared unconditional a Participant may at any time within 6
months of the date upon which the offer becomes or is declared
unconditional exercise any Subsisting Options (either in whole or in part)
which are then held by him. At the end of the 6 month period, all
Subsisting Options shall lapse.
11.2 If the offeror becomes entitled or bound to acquire any Ordinary Shares of
the Company a Participant shall be entitled (subject to Rule 14) to
exercise any Subsisting Options (either in whole or in part) which he holds
at any time that the offeror is so entitled or bound. Upon the offeror
ceasing to be either so entitled or bound all Subsisting Options shall
lapse.
11.3 If the Court sanctions a compromise or arrangement proposed for the purpose
of or in connection with a scheme for the reconstruction of the Company or
its amalgamation with any other company or companies, a Participant shall
be entitled (subject to Rule 14) to exercise any Subsisting Options (either
in whole or in part) which he holds within the period of [6 months]
following the date of sanction by the Court and upon the expiry of such
period all Subsisting Options shall lapse.
11.4 If a notice of a meeting to consider a resolution for any other voluntary
winding up of the Company shall be given, a Participant shall forthwith and
until the commencement of the winding up be entitled (subject to Rule 14)
to exercise any Subsisting Option then held by him before the date on which
such resolution is duly passed. Subject to the foregoing provisions of this
Rule all Subsisting Options shall lapse on the winding up of the Company.
11.5 Upon the Board becoming aware that any of the events referred to above has
happened the effect thereof shall be notified forthwith to the
Participants.
12. Exchange of Options
12.1 This Rule 12 applies where a company ( the Acquiring Company ):-
(A) obtains Control of the Company as a result of making:-
(1) a general offer to acquire the whole o the issued share capital
of the Company (other than that which is already owned by it)
made on a condition such that if satisfied the Acquiring Company
will have Control of the Company; or
(2) a general offer to acquire all the Ordinary Shares (or such
Ordinary Shares as are not already owned by the Acquiring
Company); or
(B) obtains Control of the Company in pursuance of compromise or
arrangement sanctioned by the Court; or
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(C) becomes bound or entitled to acquire Ordinary Shares.
12.2 If as a result of the events specified in Rule 12.1(A) o 12.1(B) the
Acquiring Company has obtained Control of the Company, or if the Acquiring
Company becomes bound or entitled to acquire shares in the Company as
specified in Rule 12.1(C), any such Subsisting Option may at any time
during the Appropriate Period (and with the agreement of the Acquiring
Company) be released by the Participant for a new Option which satisfies
the conditions that it:-
(A) is over shares in the Acquiring Company or a company which has Control
of the Acquiring Company which satisfy the conditions specified in
paragraphs 10 to 14 inclusive of Schedule 9 (and the terms Ordinary
Shares and Plan Shares in this Plan shall thereafter be construed
accordingly);
(B) is the right to acquire such number of Plan Shares as have on
acquisition of the new Option an aggregate market value equal to the
aggregate market value of the Plan Shares subject to the old Option
immediately before its release;
(C) has an Option Price per Plan Share such that the total amount payable
on exercise is equal to the total amount payable on exercise of the
old Option; and
(D) is otherwise in identical terms to the old Option and for this purpose
references to the Company in Rule 10, 11, 12, 13, 14, 15 and the
definitions shall, unless the context otherwise requires, be deemed to
refer to the Acquiring Company or, as the case may be, to the other
company over whose shares the new Option is granted.
The new Option shall for all other purposes of the Plan be treated as
having been acquired at the same time as the old Option in respect of which
it is granted.
12.3 The provisions of this Rule 12 shall apply with any consequential
amendments in the event that Control of the Acquiring Company itself
changes as a result of the events specified in Rule 12.1 above.
13. Variation of Share Capital
13.1 In the event of any variation in or reorganisation of the share capital of
the Company whether by way of capitalisation or offer by way of rights or
reduction, sub-division or consolidation of shares then the number of Plan
Shares subject to any Option and the Option Price shall be adjusted by the
Board in such manner as the Auditors confirm in writing to be fair and
reasonable provided that:-
(A) the aggregate amount payable on the exercise of an Option in full is
not increased;
(B) the Option Price is not reduced below the nominal value of an Ordinary
Share;
(C) no adjustment shall be made without the prior approval of the Board of
Inland Revenue; and
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(D) following the adjustment the Ordinary Shares subject to the Option
continue to satisfy the conditions specified in paragraphs 10 to 14
inclusive of Schedule 9.
13.2 The UK Board shall notify each Participant of any adjustment made pursuant
to this Rule 13 as soon as practicable thereafter.
14. Manner of Exercise of Options
14.1 No Option may be exercised by an individual at any time when he is, or by
the personal representatives of an individual who at the date of his death
was, precluded by paragraph 8 of Schedule 9 from participating in the Plan.
14.2 No Option may be exercised at any time when the shares which may thereby be
acquired are not Plan Shares as defined in Rule 2.
14.3 An Option shall be exercised by the Participant, or his personal
representatives, as the case may be, giving notice in writing in such form
as may be determined by the UK Board specifying the number of Plan Shares
in respect of which he wishes to exercise the Option and accompanied by the
appropriate payment in full (which shall not exceed the sum obtained by way
of repayment under the related Savings Contract). Such notice shall take
effect on the date of its receipt by the UK Company.
14.4 Subject to any necessary consents and to an Option having been exercised in
accordance with the provisions of this Rule 14, the UK Company shall as
soon as practicable and in any event not later than 30 days after the
exercise of an Option procure an allotment or the transfer to the
Participant of the number of Plan Shares specified in the notice exercising
the Option.
14.5 For the purposes of Rule 14.3 above, any repayment under the Savings
Contract shall exclude the repayment of any contribution the due date for
payment of which falls more than one month after the date on which
repayment is made.
14.6 All Plan Shares allotted pursuant to the exercise of any Option shall as to
voting, dividend, transfer and other rights including those arising in the
liquidation of the Company, rank equally in all respects and as to one
class with the Ordinary Shares of the Company in issue as at the date of
such allotment, save that any allotment made after the earlier of the date
of announcement of a proposed dividend or other distribution and the Record
Date of a proposed dividend or other distribution shall be made upon terms
that the Ordinary Shares so allotted are not entitled to participate
therein.
15. General
15.1 Participation in the Plan by a Participant is a matter entirely separate
from, and shall not affect, his pension rights and terms of employment and,
in particular (but without prejudice to the generality of the foregoing),
if a Participant shall for any reason cease to be employed by or hold
office in a Participating Company, he shall not be entitled by way of
compensation for loss or otherwise howsoever, to any sum or benefit to
compensate him for the loss of any right or benefit under the Plan.
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15.2 The UK Company shall maintain all necessary books of account and records
relating to the Plan.
15.3 The Plan shall in all respects be administered by the UK Board which may
make such Rules not being inconsistent with the terms and conditions hereof
for the conduct of the Plan as the UK Board thinks fit. Any dispute
regarding the interpretation of the Rules or the terms of any Option shall
be determined by the UK Board (upon such advice as it shall consider
necessary) and its decision shall be final and binding.
15.4 A Participant who is a director of the UK Company may notwithstanding his
interest, vote on any resolution of the UK Board concerning the Plan (other
than in respect of his own participation therein) and may retain any
benefits under the Plan.
15.5 The UK Board may, with the consent of the Board, alter this Plan in any
respect except that:-
(A) no alteration may be made which would alter to the disadvantage of a
Participant any rights already accrued to him except with his prior
written consent; and
(B) following the approval of the Plan under Schedule 9, no alteration
shall have effect until approved by the Board of Inland Revenue.
15.6 The cost of establishing and operating the Plan shall be borne by the
Participating Companies in such proportions as the Board shall determine.
15.7 Any notice or document may be given by the Company or the UK Company to any
Eligible Employee or Participant either personally or by first class post
to his last known address, and to the Company or the UK Company either
personally or by first class post to 5 Roundwood Avenue, Stockley Park,
Uxbridge, Middlesex UV11 1AX. Items sent by post shall be prepaid and shall
be deemed to have been received 72 hours after posting.
15.8 The UK Company will ensure that the Company keeps sufficient authorised but
unissued Ordinary Shares or has under its control sufficient issued
Ordinary Shares to permit the exercise of all unexercised Options.
15.9 The Board or the Company in general meeting may at any time terminate the
Plan and in such event no further Options will be granted, but the
subsisting rights of Participants will not thereby be affected.
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