BILLING CONCEPTS CORP.
1996 EMPLOYEE COMPREHENSIVE STOCK PLAN
(AMENDED AS OF AUGUST 31, 1999)
1. PURPOSE. The purpose of this 1996 Employee Comprehensive Stock Plan, as amended (the "Plan"), is to
further the success of Billing Concepts Corp., a Delaware corporation (the "Company"), and certain of its
affiliates by making available Common Stock of the Company to certain officers and employees of the Company
and its affiliates, and thus to provide an additional incentive to such individuals to continue in the service of the
Company or its affiliates and to give them a greater interest as stockholders in the success of the Company.
Subject to compliance with the provisions of the Plan and the Code, Incentive Stock Options as authorized by
Section 422 of the Code and stock options which do not qualify under Section 422 of the Code are authorized
and may be granted under the Plan. Further, the Company may grant Restricted Stock, as defined below.
2. DEFINITIONS. As used in this Plan the following terms shall have the meanings indicated:
(a) "Award" means an award of stock options (including Incentive Stock Options) or Restricted Stock, on a
stand alone, combination or tandem basis, as described in or granted under this Plan.
(b) "Award Agreement" means a written agreement setting forth the terms of an Award, in the form prescribed by
(c) "Board" means the Board of Directors of the Company.
(d) "Cause" shall mean, in the context of the termination of a Participant, as determined by the Board, in the
reasonable exercise of its business judgment the occurrence of one of the following events: (i) conviction of or a
plea of NOLO CONTENDERE to a charge of a felony (which, through lapse of time or otherwise, is not subject
to appeal); (ii) willful refusal without proper legal cause to perform, or gross negligence in performing,
Participant's duties and responsibilities; (iii) material breach of fiduciary duty to the Company through the
misappropriation of Company