[As amended August 14, 2007,
effective as of January 1, 2005]
CSG SYSTEMS INTERNATIONAL, INC.
1996 STOCK INCENTIVE PLAN
. The purpose of the CSG Systems International, Inc. 1996 Stock Incentive Plan (the “Plan”) is to foster and promote the long-term financial success of the
and its Subsidiaries and thereby increase stockholder value by providing incentives to those officers and other key employees who are likely to be responsible for
achieving such success.
2. Certain Definitions.
“Board” means the Board of Directors of the Company.
“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto. References to a particular section of the Code shall
include any regulations issued under such section.
“Committee” shall have the meaning provided in Section 3 of the Plan.
“Common Stock” means the Common Stock, $0.01 par value per share, of the Company.
“Company” means CSG Systems International, Inc., a Delaware corporation.
” means (i) with respect to the exercise of an Incentive Stock Option after termination of employment, a disability within the meaning of Section 22(e)(3) of the
and (ii) for all other purposes, a mental or physical condition which, in the opinion of the Committee, renders a grantee unable or incompetent to carry out the job
responsibilities which such grantee held or the tasks to which such grantee was assigned at the time the disability was incurred and which is expected to be
permanent or for an indefinite duration exceeding one year.
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.
“Fair Market Value
” means, as determined by the Committee, the last sale price of the Common Stock as quoted on the Nasdaq National Market System on the trading day for which the
determination is being made, or, in the event that no such sale takes place on such day, the average of the reported closing bid and asked prices on such day, or, if
the Common Stock of the Company is lis