EXHIBIT 10.2 THE BISYS GROUP, INC.
Non-Qualified Stock Option Agreement
Officer/Optionee:
Number of Option Shares:
Pursuant to The BISYS Group, Inc. 1999 Stock Option Plan (the "Plan"), the
Option Committee (the "Committee") of the Board of Directors of The BISYS Group,
Inc. (the "Company") has granted to you on this date an option (the "Option") to
purchase the number of shares of the Company's Common Stock, $.02 par value
("Common Stock"), set forth above. Such number of shares (as such may be
adjusted as described in Section 10 below) is herein referred to as the "Option
Shares". This Option shall constitute and be treated as a "non-qualified stock
option" as described in Treasury Regulation Section 1.83-7 for federal income
tax purposes. The terms and conditions of this Option are set out below.
1. Date of Grant. This Option is granted to you on the Grant Date of [DATE], as
set forth on the attached Grant Detail Report.
2. Termination of Option. Your right to exercise this Option (and to purchase
the Option Shares) shall expire and terminate in all events on the earliest
to occur of:
(a) the Expiration Date set forth on the attached Grant Detail Report [10
YEARS FROM DATE OF GRANT];
(b) the date provided in Sections 8(a), 8(b), 8(c) or 8(d) below in the
event you cease to be employed by the Company or any Subsidiary of the
Company (as defined in the Plan); or
(c) the date provided in Section 8(e) below in the event you violate any
provisions of the Restrictive Covenants Agreement (as defined in Section
8(e) below).
3. Option Price. The purchase price to be paid upon the exercise of this Option
shall be the Option Price set forth on the Grant Detail Report, the fair
market value of a share of Common Stock (as determined by the Committee) on
the close of business on the business day preceding the date of grant of
this Option.
4. Vesting Provisions. This option shall vest and become exercisable in
accordance with the schedule set forth under the caption Options Becoming
Exercisable on the attached Grant Detail Report. [20% OF THE OPTIONS VEST ON
EACH OF THE FIRST FIVE ANNIVERSARIES OF THE DATE OF GRANT]
5. Additional Provisions Relating to Exercise.
(a) Once you become entitled to exercise this Option (and to purchase Option
Shares) as provided in Section 4 hereof, such right will continue until
the date on which this Option expires and terminates pursuant to Section
2 hereof.
(b) i. The Committee, in its sole discretion, may at any time accelerate the
time at which this Option may be exercised by you with respect to any
Option Shares.
ii. In the event of a "change in control" of the Company (as defined
below), all Option Shares granted hereunder shall be automatically
vested (to the extent not previously
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vested) as of the effective date of such change in control event and
exercisable by you. For the purposes hereof, "change in control" of
the Company shall mean (x) a sale or other disposition of more than
50% of the outstanding Common Stock of the Company to an unrelated
and unaffiliated third party purchaser, other than in connection
with an underwritten public offering by the Company registered under
the Securities Act of 1933, as amended, or (y) a sale of
substantially all of the assets of the Company (as determined by the
Board of Directors of the Company) to an unrelated and unaffiliated
third party purchase (an "Asset Sale").
6. Exercise of Option.
(a) To exercise the Option, you must deliver a completed copy of the
attached Option Exercise Form to the address indicated on the Form,
specifying the number of Option Shares being purchased as a result of
such exercise, together with payment of the full option price for the
Option Shares being purchased. Payment of the option price must be made
in cash or by check or by use of any cashless stock option exercise
program offered by the Company through a brokerage firm.
(b) At the time of exercise, you will recognize as taxable ordinary income
(compensation income), an amount equal to the excess of the fair market
value of the exercised option shares on the date of exercise over the
exercise price.
7. Transferability of Option. This Option may not be transferred by you (other
than by will or the laws of descent and distribution) and may be exercised
during your lifetime only by you.
8. Termination of Employment.
(a) In the event that you cease to be employed by the Company or any
Subsidiary for any reason other than because of your "retirement" (as
defined below), death, or "disability" (within the meaning of Section
22(e)(3) of the Code), this Option may only be exercised within one
month after you cease to be so employed, and only to the same extent
that you were entitled to exercise this Option on the date you ceased to
be so employed and had not previously done so.
(b) In the event that you cease to be employed by the Company or any
Subsidiary by reason of "disability" (as defined in paragraph (a)
above), this Option may only be exercised within one year after the date
you cease to be so employed, and only to the same extent that you were
entitled to exercise this Option on the date you ceased to be so
employed by reason of such disability and had not previously done so.
(c) In the event that you die while employed by the Company or any
Subsidiary (or within a period of one month after ceasing to be employed
by the Company or any Subsidiary for any reason other than "retirement"
or "disability" [as defined in paragraph (a) above] or within a period
of one year after ceasing to be employed by the Company by reason of
such "retirement" or "disability"), this Option may only be exercised
within one year after your death. In such event, this Option may be
exercised during such one year period by the executor or administrator
of your estate or by any person who shall have acquired the Option
through bequest or inheritance, but only to the same extent that you
were entitled to exercise this Option immediately prior to the time of
your death and you had not previously done so.
(d) In the event that you "retire" from employment with the Company or any
Subsidiary, this Option may only be exercised within one year after the
date you cease to be so employed,
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and only to the same extent that you were entitled to exercise this
Option on the date you ceased to be so employed and had not previously
done so. For purposes hereof, you are eligible for this one-year
"retirement" exercise period, rather than the one-month exercise period
provided for in paragraph (a) above, where you "retire" after attaining
the age of 55 and serving at least ten years with the Company or any
Subsidiary (including any service bridging afforded in connection with
an acquisition). Accordingly, the one-year post-retirement exercise
period shall expire early in the event of, and upon, your subsequent
employment or other engagement for services that would result in taxable
income to you for services performed.
(e) Reference is made to a certain restrictive covenants agreement between
you and the Company previously entered into or entered into
simultaneously herewith (the "Restrictive Covenants Agreement"). You
hereby reaffirm the contents of your Restrictive Covenants Agreement and
you acknowledge and agree that the grant of the Option Shares hereby
constitutes consideration for your undertakings and agreements set forth
in the Restrictive Covenants Agreement. Notwithstanding anything to the
contrary expressly set forth or implied herein, in the event that you at
any time violate any of the provisions of the Restrictive Covenants
Agreement, then your right to exercise this Option with respect to all
or any portion of the Option Shares (including, without limitation, any
Option Shares which you were entitled to purchase hereunder but had not
previously done so) shall thereupon terminate.
(f) Notwithstanding any provisions contained in this Section 8 to the
contrary, in no event may this Option be exercised to any extent by
anyone after the Expiration Date.
9. Representations. You further represent and warrant that you understand the
Federal, state and local income tax consequences of the granting of this
Option to you, the exercise of this Option and purchase of Option Shares,
and the subsequent sale or other disposition of any Option Shares. In
addition, you understand that the Company may be required to withhold
Federal, state or local taxes in respect of any compensation income realized
by you as result of any Option Shares acquired upon exercise of the option
granted hereunder. In the event that the Company is required to withhold any
such taxes, you hereby agree to provide the Company with cash funds equal to
the total Federal, state and local taxes required to be so withheld, or make
other arrangements satisfactory to the Company regarding such payment. It is
understood that all matters with respect to the total amount of taxes to be
withheld in respect of any such compensation income shall be determined by
the Committee in its sole discretion.
10. Adjustments.
(a) Subject to paragraph (b) below, if the total outstanding shares of
Common Stock of the Company 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 or of another corporation through
reorganization, combination or exchange or shares or declaration of any
dividends payable in stock, then the Committee shall appropriately
adjust the number of Option Shares (and price per share) subject to the
unexercised portion of this Option (to the nearest possible full share)
subject in all cases to the limitations of Section 425 of the Code.
(b) Notwithstanding the foregoing, in the event of:
i. any offer to holders of Common Stock generally relating to the
acquisition of their shares including, without limitation, through
purchase, merger, consolidation or otherwise, or
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ii. any transaction generally relating to the acquisition of
substantially all of the assets or business of the Company,
subject to Section 5(b) (ii), the Board of Directors may make such
adjustment as it deems equitable in respect of this Option including,
without limitation, the revision or cancellation of this Option. Any
such determination by the Board of Directors shall be effective and
binding for all purposes of this Agreement.
11. Continuation of Employment. Neither the Plan nor this Option shall confer
upon you any right to continue in the employ of the Company or any
Subsidiary or limit in any respect the right of the Company or any
Subsidiary to terminate your employment at any time.
12. Plan Documents. This Option Agreement is qualified in its entirety by
reference to the provisions of the Plan applicable to "non-qualified stock
options", which are hereby incorporated herein by reference.
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware. If any one or more
provisions of this Agreement shall be found to be illegal or unenforceable
in any respect, the validity and enforceability of the remaining provisions
hereof shall not be in any way be affected or impaired thereby.
Please acknowledge receipt of this Option Agreement by signing the enclosed copy
of this Non-Qualified Stock Option Agreement in the space provided below and
returning it promptly to the Chief Executive Officer of the Company.
THE BISYS GROUP, INC.
By: _______________
Name:
Title:
ACCEPTED AND AGREED TO
AS OF [GRANT DATE]
_______________________
Officer/Optionee
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