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EXHIBIT 10(b)
CHECKFREE CORPORATION
1995 STOCK OPTION PLAN
AS AMENDED AND RESTATED
1. PURPOSE. This plan (the "Plan") is intended as an incentive
and to encourage stock ownership by certain Key Associates, officers, directors,
consultants and advisers who render services to CHECKFREE CORPORATION, a
Delaware corporation (the "Company"), and any current or future Subsidiary or
Parent thereof (together the "Company Group"), by the granting of stock options
(the "Options") as provided herein. By encouraging such stock ownership, the
Company seeks to attract, retain and motivate employees, officers, directors,
consultants and advisers of training, experience and ability. The Options
granted under the Plan may be either incentive stock options ("ISOs") which meet
the requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"), or options which do not meet such requirements ("Non-statutory
Options").
2. EFFECTIVE DATE. The Plan shall become effective on August 8,
1995, the date the Plan was adopted by the Board of Directors of the Company and
approved by a majority of the shares of common stock of the Company entitled to
vote thereon (the "Effective Date").
3. ADMINISTRATION.
(a) The Plan shall be administered by the Board of Directors
of the Company (the "Board"), which may, to the full extent permitted by law,
delegate all or any of its powers under the Plan to a committee (the
"Committee") which consists of not fewer than two members of the Board. If the
Committee is so appointed and to the extent such powers are delegated, all
references to the Board in the Plan shall mean and relate to the Committee. If
any class of equity securities of the Company is registered under section 12 of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), all members
of the Committee will be "non-employee directors" as defined in Rule
16b-3(b)(2)(i) promulgated under the 1934 Act (or any successor rule of like
tenor and effect) and "outside directors" as defined in section 162(m) of the
Code and the regulations promulgated thereunder.
(b) Subject to the provisions of the Plan, the Board is
authorized to establish, amend and rescind such rules and regulations as it may
deem appropriate for its conduct and for the proper administration of the Plan,
to make all determinations under and interpretations of, and to take such
actions in connection with, the Plan or the Options granted thereunder as it
may deem necessary or advisable. All actions taken by the Board under the Plan
shall be final and binding on all persons. No member of the Board shall be
liable for any action taken or determination made relating to the Plan, except
for gross negligence or willful misconduct.
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(c) Each member of the Board shall be indemnified by the
Company against costs, expenses and liabilities (other than amounts paid in
settlements to which the Company does not consent, which consent shall not be
unreasonably withheld) reasonably incurred by such member in connection with
any action taken in relation to the Plan to which he or she may be a party by
reason of service as a member of the Board, except in relation to matters as to
which he or she shall be adjudged in such action to be personally guilty of
gross negligence or willful misconduct in the performance of his or her duties.
The foregoing right to indemnification shall be in addition to such other
rights as the Board member may enjoy as a matter of law, by reason of insurance
coverage of any kind, or otherwise.
4. ELIGIBILITY.
(a) ISOs and Non-statutory Options may be granted to such Key
Associates of the Company Group, and Non-statutory Options only may be granted
to directors who are not employees of and to consultants and advisers who
render services to the Company Group, as the Board shall select from time to
time (the "Optionees"). More than one Option may be granted to an individual
under the Plan.
(b) No ISO may be granted to an individual who, at the time
an ISO is granted, is considered under Section 422(b)(6) of the Code to own
stock possessing more than 10 percent of the total combined voting power of all
classes of stock of the Company or of its Parent or any Subsidiary corporation;
provided, however, this restriction shall not apply if at the time such ISO is
granted the option price per Share of such ISO shall be at least 110% of the
Fair Market Value of such Share, and such ISO by its terms is not exercisable
after the expiration of five years from the date it is granted. This
subparagraph 4(b) has no application to Options granted under the Plan as
Non-statutory Options.
(c) The aggregate Fair Market Value (determined as of the
date the ISO is granted) of Shares with respect to which ISOs are exercisable
for the first time by any Optionee during any calendar year under the Plan or
any other ISO plan of the Company or the Company Group may not exceed $100,000.
If an ISO which exceeds the $100,000 limitation of this subparagraph 4(c) is
granted, the portion of such Option which is exercisable for Shares in excess
of the $100,000 limitation shall be treated as a Non-statutory Option pursuant
to Section 422(d) of the Code. Except as otherwise expressly provided in the
immediately preceding sentence, this subparagraph 4(c) has no application to
Options granted under the Plan as Non-statutory Options.
5. STOCK SUBJECT TO PLAN. The stock subject to Options under the
Plan shall be shares of the common stock, $.01 par value, of CheckFree
Corporation ("Shares"). The Shares issued pursuant to Options granted under the
Plan may be authorized and unissued Shares, Shares purchased on the open market
or in a private transaction, or Shares held as treasury stock. The aggregate
number of Shares for which Options may be granted under the Plan shall not
exceed 5,000,000 Shares, subject to adjustment in accordance with the terms of
paragraph 12 hereof. The maximum number of shares for which Options may be
granted under the Plan during any calendar
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year to any one Key Associate may not exceed 500,000 shares, subject to
adjustment in accordance with the terms of paragraph 12 hereof. Any Shares
subject to an Option which for any reason expires or is terminated unexercised
as to such Shares and any Shares reacquired by the Company pursuant to any
forfeiture hereunder may again be the subject of an Option under the Plan. The
Board, in its sole discretion, may permit the exercise of any Option as to full
Shares or fractional Shares. Proceeds from the sale of Shares under Options
shall constitute general funds of the Company.
6. TERMS AND CONDITIONS OF OPTIONS.
(a) At the time of grant, the Board shall determine whether
the Options granted are to be ISOs or Non-statutory Options and shall enter
into stock option agreements with the recipients accordingly. All Options
granted shall be authorized by the Board and, within a reasonable time after
the date of grant, shall be evidenced by stock option agreements in writing
("Stock Option Agreements"), in such form and containing such terms and
conditions not inconsistent with the provisions of this Plan as the Board shall
from time to time determine. Any action under paragraph 12 may be reflected in
an amendment to or restatement of such Stock Option Agreements.
(b) The Board may grant Options having terms and provisions
which vary from those specified in the Plan if such Options are granted in
substitution for, or in connection with the assumption of, existing options
granted by another corporation and assumed or otherwise agreed to be provided
for by the Company pursuant to or by reason of a transaction involving a
corporate merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation to which the Company is a party.
7. PRICE. The option price per Share (the "Option Price") of each
Option granted under the Plan shall be determined by the Board; provided,
however, the Option Price of each ISO granted under the Plan shall not be less
than the Fair Market Value (determined without regard to any restrictions other
than a restriction which, by its terms, will never lapse) of a Share on the date
of grant of such Option. An Option shall be considered granted on the date the
Board acts to grant the Option or such later date as the Board shall specify.
8. OPTION PERIOD. The period during which the Option may be
exercised (the "Option Period") shall be determined by the Board; provided,
however, any ISO granted under the Plan shall have an Option Period which does
not exceed 10 years from the date the ISO is granted.
9. NON-TRANSFERABILITY OF OPTIONS. An Option shall not be
transferable by the Optionee otherwise than by will or the laws of descent and
distribution and may be exercised, during the lifetime of the Optionee, only by
him or by his guardian or legal representative. Notwithstanding the foregoing,
an Optionee may transfer a Non-Statutory Option to members of his or her
immediate family (as defined in Rule 16a-1 promulgated under the 1934 Act), to
one or more trusts for the benefit of such family members or to partnerships in
which such family members are the only
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partners if (a) the stock option agreement with respect to such Non-Statutory
Option as approved by the Committee expressly so provides and (b) the Optionee
does not receive any consideration for the transfer. Non-Statutory Options held
by such transferees are subject to the same terms and conditions that applied to
such Non-Statutory Options immediately prior to transfer.
10. EXERCISE OF OPTIONS.
(a) Options granted hereunder will be exercisable upon the
terms and conditions and in accordance with the vesting percentages determined
by the Board in its sole discretion. Notwithstanding the foregoing or the terms
and conditions of any Stock Option Agreement to the contrary, (i) in the event
of the Optionee's termination of employment as specified in subparagraph 11(a),
the Options shall be exercisable to the extent and for the period specified in
subparagraph 11(a); (ii) in the event of the Optionee's termination of
employment by reason death or by the Company by reason of Disability as
specified in subparagraph 11(b), the Options shall be exercisable to the extent
and for the period specified in subparagraph 11(b); (iii) in the event of the
Optionee's termination of employment by reason of Retirement, the Options shall
be exercisable to the extent and for the period specified in subparagraph
11(d); and (iv) in the event of a Change in Control, the Options shall become
exercisable as specified in subparagraph 12(c).
(b) An Option shall be exercisable only upon delivery of a
written notice to the Company's Chief Financial Officer or any other officer of
the Company designated by the Board to accept such notices on its behalf,
specifying the number of Shares for which it is exercised.
(c) Within five business days following the date of exercise
of an Option, the Optionee or other person exercising the Option shall make
full payment of the Option Price (i) in cash; (ii) with the consent of the
Board, by tendering previously acquired Shares which have been held by the
Optionee for at least six months (valued at their Fair Market Value as of the
date of tender); (iii) with the consent of the Board, and to the extent
permitted by applicable law, with a full recourse promissory note of the
Optionee for the portion of the Option Price in excess of the par value of
Shares subject to the Option, under terms and conditions determined by the
Board and in cash for the par value of the Shares; (iv) with the consent of the
Board, any combination of (i), (ii), or (iii); or (v) with the consent of the
Board, if the Shares subject to the Option have been registered under the
Securities Act of 1933, as amended (the "1933 Act"), and there is a regular
public market for the Shares, by delivering to the Company on the date of
exercise of the Option written notice of exercise together with:
(A) written instructions to forward a copy of such
notice of exercise to a broker or dealer as defined in
Section 3(a)(4) and 3(a)(5) of the 1934 Act, and designated
in such notice ("Broker"), and to deliver to the specified
account maintained with the Broker by the person exercising
the Option a certificate for the Shares purchased upon the
exercise of the Option, and
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(B) a copy of irrevocable instructions to the Broker
to deliver promptly to the Company a sum equal to the
purchase price of the Shares purchased upon exercise of the
Option.
If previously acquired Shares are to be used to pay the exercise price
of an ISO, the Company prior to such payment must be furnished with evidence
satisfactory to it that the acquisition of such Shares and their transfer in
payment of the exercise price satisfy the requirements of Section 422 of the
Code and other applicable laws.
11. TERMINATION OF EMPLOYMENT.
(a) Upon termination of an Optionee's employment with the
Company Group, other than by reason of death or Retirement or termination by
the Company by reason of Disability or For Cause, the Optionee shall have 30
days after the date of termination of employment (but not later than the
expiration date of the Stock Option Agreement) to exercise all Options held by
him to the extent the same were exercisable on the date of termination. The
Board may cancel an Option during the 30-day period after termination of
employment referred to in this paragraph if the Optionee engages in employment
or activities contrary, in the sole opinion of the Board, to the best interests
of the Company.
(b) Upon termination of an Optionee's employment by death or
by the Company by reason of Disability ("Disability Related Termination"), the
Optionee or the Optionee's personal representative, or the person or persons to
whom his rights under the Options pass by will or the laws of descent or
distribution, shall have one year after the date of death or the date of the
Disability Related Termination (but not later than the expiration date of the
Stock Option Agreement) to exercise all Options held by the Optionee to the
extent the same were exercisable on the date of the Optionee's termination of
employment, except that the time elapsed from the date of death or a Disability
Related Termination to the date of exercise of such Option shall accrue toward
any vesting requirements in the Stock Option Agreement evidencing such Option
as if the Optionee had remained employed by the Company.
(c) Upon termination of an Optionee's employment For Cause,
all Options held by such Optionee shall terminate effective on the date of
termination of employment.
(d) With respect only to options granted after September 15,
1997, upon termination of an Optionee's employment by reason of Retirement, the
Optionee shall have three years after the date of Retirement (but not later
than the expiration of the Stock Option Agreement) to exercise any Option held
by Optionee at the time of Retirement to the extent the same was exercisable on
the date of the Optionee's exercise of the Option, except that the time elapsed
from the date of Retirement to the date of exercise of such Option shall accrue
toward any vesting requirements in the Stock Option Agreement evidencing such
Option as if the Optionee had remained employed by the Company; provided,
however, notwithstanding the foregoing, in the event of the Optionee's death
after Retirement, the Optionee or the Optionee's personal
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representative, or the person or persons to whom his rights under the Options
pass by will or the laws of descent or distribution, shall have one year after
the date of death (but not later than the expiration date of the Stock Option
Agreement) to exercise all Options held by the Optionee to the extent the same
were exercisable on the date of the Optionee's death and the elapsed time from
the date of death to the exercise of the Option shall not accrue toward any
vesting requirements in the Stock Option Agreement evidencing such Option;
provided further, at the time of the exercise of an Option by an Optionee
following termination of employment by reason of Retirement, the Optionee shall
represent and warrant to the Company that he has been in material compliance
with all terms and conditions of the Retirement Agreement with the Company (as
defined in Section 27(f) hereof); and provided further, that in the event that
the Optionee violates the Retirement Agreement, all of the Optionee's
unexercised Options shall immediately terminate and the Optionee shall return to
the Company the economic value of any Option which was realized or obtained
(measured at the date of exercise) by the Optionee after the violation of the
Retirement Agreement.
12. STOCK SPLITS; MERGERS; REORGANIZATIONS; CHANGE IN CONTROL.
(a) In the event of a stock split, stock dividend,
combination or exchange of shares, exchange for other securities,
reclassification, reorganization, redesignation or other change in the
Company's capitalization, the aggregate number of Shares for which Options may
be granted under this Plan, the number of Shares subject to outstanding Options
and the Option Price of the Shares subject to outstanding Options shall be
proportionately adjusted or substituted to reflect the same. The Board shall
make such other adjustments to the Options, the provisions of the Plan and the
Stock Option Agreements as may be appropriate and equitable, which adjustments
may provide for the elimination of fractional Shares.
(b) In the event of a change of the Common Stock resulting
from a merger or similar reorganization as to which the Company is the
surviving corporation, the number and kind of Shares which thereafter may be
purchased pursuant to an Option under the Plan and the number and kind of
Shares then subject to Options granted hereunder and the price per Share
thereof shall be appropriately adjusted in such manner as the Board may deem
equitable to prevent dilution or enlargement of the rights available or granted
hereunder.
(c) In the event of a Change in Control, all outstanding
options granted under this Plan shall then be immediately exercisable to the
extent of 100% of the Shares subject thereto notwithstanding any contrary
waiting or vesting periods specified in this Plan or in any applicable Stock
Option Agreement.
13. SALE OF OPTION SHARES. If any class of equity securities of
the Company is registered pursuant to Section 12 of the 1934 Act, any Optionee
or other person exercising the Option who is subject to Section 16 of the 1934
Act by virtue of his or her relationship to the Company shall not sell or
otherwise dispose of the Shares subject to Option unless at least six months
have elapsed from the date of grant of the Option.
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14. RIGHTS AS SHAREHOLDER. The Optionee shall have no rights as a
shareholder with respect to any Shares covered by an Option until the date of
issuance of a stock certificate to the Optionee for such Shares.
15. NO CONTRACT OF EMPLOYMENT. Nothing in the Plan or in any
Option or Stock Option Agreement shall confer on any Optionee any right to
continue in the employ or service of the Company or any Parent or Subsidiary of
the Company or interfere with the right of the Company to terminate such
Optionee's employment or other services at any time. The establishment of the
Plan shall in no way, now or hereafter, reduce, enlarge or modify the employment
relationship between the Company or any Parent or Subsidiary of the Company and
the Optionee. Options granted under the Plan shall not be affected by any change
of duties or position of the Optionee with the Company.
16. AGREEMENTS AND REPRESENTATIONS OF OPTIONEES. As a condition to
the exercise of an Option, the Board may, in its sole determination, require the
Optionee to represent in writing that the Shares being purchased are being
purchased only for investment and without any present intent at the time of the
acquisition of such Shares to sell or otherwise dispose of the same.
17. WITHHOLDING TAXES. The Company's obligation to deliver Shares
upon exercise of an Option shall be subject to the Optionee's satisfaction of
all applicable federal, state or local tax withholding obligations. The Company
shall have the right to withhold from any salary, wages, or other compensation
for services payable by the Company to or with respect to an Optionee, amounts
sufficient to satisfy any federal, state or local withholding tax liability
attributable to such Optionee's (or any beneficiary's or personal
representative's) receipt or disposition of Shares purchased under any Option or
to take any such other action as it deems necessary to enable it to satisfy any
such tax withholding obligations. The Board, in its sole discretion, may permit
Optionees to elect to have Shares that would be acquired upon exercise of
Options (valued at their Fair Market Value as of the date of exercise) withheld
by the Company in satisfaction of such Optionees' withholding tax liabilities.
18. EXCHANGES. The Board may permit the voluntary surrender of all
or a portion of any Option granted under the Plan to be conditioned upon the
granting to the Optionee of a new Option for the same or a different number of
Shares as the Option surrendered, or may require such voluntary surrender as a
condition precedent to a grant of a new Option to such Optionee. Subject to the
provisions of the Plan, such new Option shall be exercisable at such price,
during such period and on such other terms and conditions as are specified by
the Board at the time the new Option is granted. Upon surrender, the Options
surrendered shall be cancelled and the Shares previously subject to them shall
be available for the grant of other Options.
19. REPURCHASE OF SHARES BY THE COMPANY. Any Shares purchased or
acquired upon exercise of an Option may, in the sole discretion of the Board, be
subject to repurchase by or forfeiture to the Company if and to the extent and
at the repurchase price, if any, specifically set forth in the Stock Option
Agreement pursuant to which the Shares were purchased or acquired.
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Certificates representing Shares subject to such repurchase or forfeiture may be
subject to such escrow and stock legend provisions as may be set forth in the
Stock Option Agreement pursuant to which the Shares were purchased or acquired.
20. CONFIDENTIALITY AGREEMENTS. Upon the Company's request, each
Optionee shall execute, prior to or contemporaneously with the grant of any
Option hereunder, the Company's then standard form of agreement relating to
nondisclosure of confidential information, noncompetition and/or assignment of
inventions and related matters.
21. COMPLIANCE WITH LAWS AND REGULATIONS. The Plan, the grant and
exercise of Options thereunder, and the obligation of the Company to sell and
deliver the Shares under such Options, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
government or regulatory agency as may be required. Options issued under the
Plan shall not be exercisable prior to (i) the date upon which the Company shall
have registered the Shares for which Options may be issued hereunder under the
1933 Act, and (ii) the completion of any registration or qualification of such
Shares under state law, or any ruling or regulation of any governmental body
which the Company shall, in its sole discretion, determine to be necessary or
advisable in connection therewith, or alternatively, unless the Company shall
have received an opinion from counsel to the Company stating that the exercise
of such Options may be effected without registering the Shares subject to such
Options under the 1933 Act, or under state or other law.
22. ASSUMPTION. The Plan may be assumed by the successors and
assigns of the Company.
23. EXPENSES. All expenses and costs in connection with
administration of the Plan shall be borne by the Company.
24. AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN. The Board
may terminate, amend or modify the Plan at any time without further action on
the part of the shareholders of the Company; provided, however, that (a) in no
event shall any amendment be made to the Plan which would cause the ISOs granted
hereunder to fail to qualify as incentive stock options under the Code; (b) any
amendment to the Plan which requires the approval of the shareholders of the
Company under the Code or the regulations promulgated thereunder shall be
subject to approval by the shareholders of the Company in accordance with the
Code or such regulations; and (c) any amendment to the Plan which requires the
approval of the shareholders of the Company under any rules promulgated under
the 1934 Act shall be subject to the approval of the shareholders of the Company
in accordance with such rules. No amendment, modification or termination of the
Plan shall in any manner adversely affect any Option previously granted to an
Optionee under the Plan without the consent of the Optionee or the transferee of
such Option.
With the consent of the Optionee affected, the Board may amend
outstanding Options or related agreements in a manner not inconsistent with the
Plan. The Board shall have the right to
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amend or modify the terms and provisions of the Plan and of any outstanding
ISO's granted under the Plan to the extent necessary to qualify any or all such
Options for such favorable federal income tax treatment (including deferral of
taxation upon exercise) as may be afforded incentive stock options under Section
422 of the Code.
25. TERM OF PLAN. The Plan shall become effective on the Effective
Date, subject to the approval of the Plan by the holders of a majority of the
shares of common stock of the Company entitled to vote on, or within twelve
months of, the date of the Plan's adoption by the Board, and all Options granted
prior to such approval shall be subject to such approval. The Plan shall
terminate on the tenth anniversary of the Effective Date, or such earlier date
as may be determined by the Board. Termination of the Plan, however, shall not
affect the rights of Optionees under Options previously granted to them, and all
unexpired Options shall continue in force and operation after termination of the
Plan except as they may lapse or be terminated by their own terms and
conditions.
26. LIMITATION OF LIABILITY. The liability of the Company Group
under this Plan or in connection with any exercise of an Option is limited to
the obligations expressly set forth in the Plan and in any Stock Option
Agreements, and no term or provision of this Plan or of any Stock Option
Agreements shall be construed to impose any further or additional duties,
obligations or costs on the Company Group not expressly set forth in the Plan or
the Stock Option Agreements.
27. DEFINITIONS.
As used in this Plan, the following terms have the meanings
indicated.
(a) Change In Control. "Change in Control" of the Company
shall be deemed to have occurred as of the first day that any one or more of the
following conditions shall have been satisfied:
(i) Any Person (other than a Person in control of the
Company as of the Effective Date of the Plan, or other than a trustee or other
fiduciary holding securities under an employee benefit plan of the Company, or a
company owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of voting securities of
the Company) becomes the Beneficial Owner, directly or indirectly, of securities
of the Company representing a majority of the combined voting power of the
Company's then outstanding securities; or
(ii) The stockholders of the Company approve: (x) a plan
of complete liquidation of the Company; or (y) an agreement for the sale or
disposition of all or substantially all the Company's assets; or (z) a merger,
consolidation, or reorganization of the Company with or involving any other
corporation, other than a merger, consolidation, or reorganization that would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least a majority of
the combined voting power of the voting securities of the
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Company (or such surviving entity) outstanding immediately after such merger,
consolidation, or reorganization.
However, in no event shall a "Change in Control" be deemed to
have occurred, with respect to an Optionee, if the Optionee is part of a
purchasing group which consummates the Change in Control transaction. An
Optionee shall be deemed "part of a purchasing group" for purposes of the
preceding sentence if the Optionee is an equity participant or has been
identified as a potential equity participant in the purchasing company or group
except for: (i) passive ownership of less than three percent (3%) of the stock
of the purchasing company; or (ii) ownership of equity participation in the
purchasing company or group which is otherwise not significant, as determined
prior to the Change in Control by a majority of the nonemployee continuing
directors.
For purposes of this definition of Change in Control,
"Person" shall have the meaning ascribed to such term in Section 3(a)(9) of the
1934 Act, and used in Section 13(d) and 14(d) thereof, including a "group" as
defined in Section 13(d) thereof, and "Beneficial Owner" shall have the meaning
ascribed to such term in Rule 13d-3 of the General Rules and Regulations under
the 1934 Act.
(b) Disability. "Disability" means any injury of the body or
any disorder of the body or mind which renders the Optionee unable to perform
the material and substantial duties of his regular employment by the Company
Group at the time of the Optionee's termination of employment by the Company
Group. The Company's determination that a termination of employment was not a
Disability Related Termination may be disputed by the Optionee for purposes of
any Option held by the Optionee under this Plan upon written notice to the
Company's Chief Financial Officer within 30 days after termination of
employment. If so disputed, the Company will promptly select a physician, the
Optionee will promptly select a physician, and the physicians so selected will
select a third physician ("Independent Physician") who will make a binding
determination of Disability for purposes of this Plan. The Optionee will make
himself available for and submit to examinations by such physicians as may be
directed by the Company. Failure of the Optionee to submit to any examination
or failure of the Independent Physician to make his determination within 90
days after the date of the notice that the Optionee disputed the Company's
determination shall constitute acceptance of the Company's determination as to
Disability. If the decision of the Independent Physician upholds the Company's
determination, any outstanding Option held by the Optionee shall be exercisable
for 30 days from the date of such decision (but not later than the expiration
of the date of the Stock Option Agreement) to the extent that the Option was
exercisable on the date of the Optionee's termination of employment and
thereafter the Option shall terminate.
(c) Fair Market Value. If the Shares are publicly traded, the
term "Fair Market Value," as used in this Plan, shall mean (i) the closing
price quoted in the NASDAQ National Market System, if the Shares are so quoted,
(ii) the last quote reported by NASDAQ for small-cap issues, if the Shares are
so quoted, (iii) the mean between the bid and asked prices as reported by
NASDAQ, if the Shares are so quoted, or (iv) if the Shares are listed on a
securities exchange, the closing price
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at which the Shares are quoted on such exchange, in each case at the close of
the date immediately before the Option is granted or, if there be no quotation
or sale on that date, the next previous date on which the Shares were quoted or
traded. In all other cases, Fair Market Value of the Shares shall be determined
by and in accordance with procedures established in good faith by the Board and
with respect to ISOs, conforming to regulations issued by the Internal Revenue
Service regarding incentive stock options.
(d) Key Associates. "Key Associates" means all executive,
administrative, operational and managerial employees of the Company Group who
are determined by the Board to be eligible for Options under the Plan.
(e) Parent and Subsidiary. The terms "Parent" and
"Subsidiary"shall have the respective meanings set forth in sections 424(e) and
(f) of the Code.
(f) Retirement. "Retirement" means the termination of
employment by an Optionee who has attained the age of at least 59-1/2, who has
been continuously employed by the Company Group for at least five years, and
who has entered into a written confidentiality and non-competition agreement
with the Company ("Retirement Agreement") in a form acceptable to the Board at
the time of such termination of employment.
(g) Termination of Employment For Cause. Termination of
employment "For Cause" means termination of employment for (i) the commission
of an act of dishonesty, including but not limited to misappropriation of funds
or property of the Company; (ii) the engagement in activities or conduct
injurious to the reputation of the Company; (iii) the conviction or entry of a
guilty or no contest plea to a misdemeanor involving an act of moral turpitude
or a felony; (iv) the violation of any of the terms and conditions of any
written agreement the Optionee may have from time to time with the Company
(following 30 days' written notice from the Company specifying the violation
and the employee's failure to cure such violation within such 30-day period);
or (v) any refusal to comply with the written directives, policies or
regulations established from time to time by the Board.
CHECKFREE CORPORATION
By: /s/ Peter J. Kight
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Peter J. Kight
President and Chief Executive Officer
Adopted: August 8, 1995
Amended and Restated: September 15, 1997
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