GLOBAL PAYMENTS INC.
SECOND AMENDED AND RESTATED 2005 INCENTIVE PLAN
1.1 GENERAL . The purpose of the Global Payments Inc. Amended and Restated 2005 Incentive Plan (the “Plan”) is to
promote the success, and enhance the value, of Global Payments Inc. (the “Company”), by linking the personal interests of
employees, officers, directors and consultants of the Company or any Affiliate (as defined below) to those of Company
shareholders and by providing such persons with an incentive for outstanding performance. The Plan is further intended to
provide flexibility to the Company in its ability to motivate, attract, and retain the services of employees, officers, directors and
consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely
dependent. Accordingly, the Plan permits the grant of incentive awards from time to time to selected employees, officers,
directors and consultants of the Company and its Affiliates.
2.1 DEFINITIONS . When a word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase
does not commence a sentence, the word or phrase shall generally be given the meaning ascribed to it in this Section or in
Section 1.1 unless a clearly different meaning is required by the context. The following words and phrases shall have the
(a) “Affiliate” means (i) any Subsidiary or Parent, or (ii) an entity that directly or through one or more intermediaries
controls, is controlled by or is under common control with, the Company, as determined by the Committee.
(b) “Award” means any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award,
Deferred Stock Unit Award, Performance Award, Dividend Equivalent Award, or Other Stock-Based Award, Performance-
Based Cash Awards, or any other right or interest relating to Stock or cash, granted to a Participant under the Plan.
(c) “Award Certificat