Year 2001 Stock Option Exchange Program
Terms and Conditions
[ ] The election to defer is voluntary, must be made each year, and is irrevocable as of 3/9/01.
[ ] Elections must be made in the form of a percentage of annual incentive awards earned, and if participating,
may be in any amount between 10% and 100%, in whole 5% increments.
[ ] Grants will be Certegy non-qualified stock options
[ ] Options are immediately vested in full on the grant date.
[ ] Grant date will be the date of the Certegy Compensation Committee (Committee) meeting in February 2002.
[ ] Option price will be at fair market value at the close of the NYSE on the day of the Committee meeting.
[ ] If appropriate, currency conversion rates will be established at the close of business on the day of the
[ ] Option term is 10 years:
- Terminates 5 years following retirement, death, disability, or after termination (other than for cause) following a
change in control of the granting Company (unless 10-year option term expires sooner);
- Terminates one year following termination due to job elimination (unless 10-year option term expires sooner);
- Terminates immediately following grantee's voluntary termination;
- Terminates immediately following grantee's termination for cause;
- Agreement to defer is void if termination occurs prior to Committee approval in February 2002.
[ ] Option is non-transferable.
[ ] % of Cash Incentive Dollar Value of Stock
Exchanged Option Grant
10% -- 20% 6 x Cash Incentive Exchanged
25% -- 45% 8 x Cash Incentive Exchanged
50% -- 100% 10 x Cash Incentive Exchanged