GLOBAL PAYMENTS INC.
SECOND AMENDED AND RESTATED
2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1. Purpose . The purpose of the Global Payments Inc. Amended and Restated 2000 Non-Employee Director Stock Option
Plan (the “Plan”) is to advance the interests of Global Payments Inc. (the “Company”) by encouraging ownership of the
Company’s no par value common stock of the Company, and such other securities of the Company as may be substituted for
such stock pursuant to Section 6 hereof (the “Common Stock”) by certain non-employee directors of the Company, thereby
giving such directors an increased incentive to devote their efforts to the success of the Company.
2. Administration . Grants of options under this Plan are automatic. This Plan is intended to be a “formula plan” for
purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall be interpreted
accordingly. The Board of Directors of the Company has authority to interpret the Plan and otherwise administer the plan in
accordance with its terms.
3. Eligibility . Except as provided otherwise in this Section 3, options under the Plan shall be granted in accordance with
Section 5 to each Non-Employee Director (as defined below) of the Company; provided that shares of the Company’s Common
Stock remain available for grant hereunder in accordance with Section 4. For purposes of this Plan, a “Non-Employee Director”
shall mean each member of the Company’s Board of Directors who is not an employee of the Company or any of its affiliates
and who has not been appointed or elected to the Board solely by reason of his or her affiliation with a shareholder of the
Company. Non-Employee Director to whom an option is granted under the Plan shall be referred to hereinafter as a “Grantee.”
4. Shares Subject to Plan . The shares subject to the Plan shall be authorized but unissued or reacquired shares of the
Company’s Common Stock. Subject to adjustment in accordance with the provisions of Section