-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QZYrk3F3+8nFwve9qiCxGvna/jvAml1eHHO2X0tOoN9eZddc/WdEPW06djkhMEc9 ROf0qJHGoqQ9xgNqekF27A== /in/edgar/work/0000931763-00-002632/0000931763-00-002632.txt : 20001123 0000931763-00-002632.hdr.sgml : 20001123 ACCESSION NUMBER: 0000931763-00-002632 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20001122 EFFECTIVENESS DATE: 20001122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL DATA CORP CENTRAL INDEX KEY: 0000070033 STANDARD INDUSTRIAL CLASSIFICATION: [7389 ] IRS NUMBER: 580977458 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-50474 FILM NUMBER: 775450 BUSINESS ADDRESS: STREET 1: NATIONAL DATA COPRORATION STREET 2: NATIONAL DATA PLAZA CITY: ATLANTA STATE: GA ZIP: 30329 BUSINESS PHONE: 4047282000 MAIL ADDRESS: STREET 1: NATIONAL DATA PLZ CITY: ATLANTA STATE: GA ZIP: 30329-2010 S-8 1 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on November 22, 2000 Registration No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________ FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ___________ NATIONAL DATA CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 58-0977458 (State of incorporation) (IRS Employer Identification No.) NATIONAL DATA PLAZA Atlanta, Georgia 30329-2010 (Address of Principal Executive Offices) (Zip Code) NATIONAL DATA CORPORATION 1997 STOCK OPTION PLAN NATIONAL DATA CORPORATION 2000 LONG-TERM INCENTIVE PLAN NATIONAL DATA CORPORATION 2000 EMPLOYEE STOCK PURCHASE PLAN (Plan names) Suellyn P. Tornay General Counsel and Secretary National Data Corporation National Data Plaza Atlanta, Georgia 30329-2010 (404) 728-2000 (Name, address, including zip code, telephone number, including area code, of agent for service) _____________________________
CALCULATION OF REGISTRATION FEE ==================================================================================================================== Title of Proposed maximum Proposed maximum Amount of securities to Amount to be offering price per aggregate offering registration be registered registered (1) share (2) price fee - -------------------------------------------------------------------------------------------------------------------- Common Stock, $.125 par value 1,228,000 $35.875 $ 44,054,500 $11,630.39 - -------------------------------------------------------------------------------------------------------------------- Common Stock, $.125 par value 7,000,000 $35.875 $251,125,000 $66,297.00 - -------------------------------------------------------------------------------------------------------------------- Common Stock, $.125 par value 1,500,000 $35.875 $ 53,812,500 $14,206.50 - --------------------------------------------------------------------------------------------------------------------
______________________________ (1) This Registration Statement also covers any additional shares that may hereafter become exercisable as a result of the adjustment and anti-dilution provisions of the National Data Corporation 1997 Stock Option Plan, the National Data Corporation 2000 Long-Term Incentive Plan and the National Data Corporation 2000 Employee Stock Purchase Plan (the "Plans"). (2) Based on the average of the high and low price of shares of the Registrant's common stock reported on the New York Stock Exchange on November 21, 2000, pursuant to Rule 457(c) and (h). PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS We will provide the documents constituting Part I of this registration statement to participants in the Plans as specified by Rule 428(b)(1) under the Securities Act of 1933. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed with the Securities and Exchange Commission (the "Commission") by the Registrant (File No. 001-12392) are hereby incorporated by reference into this Registration Statement: (1) the Registrant's Annual Report on Form 10-K for the fiscal year ended May 31, 2000, filed with the Commission on August 29, 2000; (2) the Registrant's Quarterly Report on Form 10-Q for the quarter ended August 31, 2000, filed with the Commission on October 13, 2000; (3) the Registrant's two Current Reports on Form 8-K, filed with the Commission on November 9, 2000; (4) the Registrant's Current Report on Form 8-K, filed with the Commission on November 21, 2000; (5) the description of the Registrant's Common Stock contained in its Registration Statement on Form 8-A as filed with the Commission on October 5, 1993; and (6) the description of NDC Series A Junior Participating Preferred Stock contained in the Registrant's Registration Statement on Form 8-A as filed with the Commission on January 22, 1991, as amended on October 5, 1993. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to May 31, 2000 and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. The Registrant's Bylaws provide for indemnification of directors and officers of the Registrant to the full extent permitted by Delaware law. Section 145 of the General Corporation Law of the State of Delaware provides generally that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at its request in such capacity in another corporation or business association, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In addition, pursuant to the authority of Delaware law, the Certificate of Incorporation of the Registrant also eliminates the monetary liability of directors to the fullest extent permitted by Delaware law. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. 4(a) Certificate of Incorporation of the Registrant, as amended (filed as Exhibit 4(a) to the Registrant's Registration Statement on Form S-8, Registration No. 333-05427, and incorporated herein by reference). 4(b) Certificate of Amendment to Certificate of Incorporation of the Registrant, dated October 28, 1996 (filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K dated October 29, 1996, file No. 001-12392, and incorporated herein by reference). 4(c) Amended Certificate of Designations of the Registrant, dated October 28,1996 (filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K dated October 29, 1996, file No. 001-12392, and incorporated herein by reference). 4(d) Certificates of Amendment to Certificate of Incorporation of the Registrant, dated March 22, 1999, May 26, 1999, June 21, 1999 and June 30, 2000 (filed as Exhibit 3(iv) to the Registrant's Annual Report on Form 10-K for the year ended May 31, 2000, file No. 001- 12392, and incorporated herein by reference). 4(e) Bylaws of the Registrant, as amended (filed as Exhibit 3(ii) to the Registrant's Annual Report on Form 10-K for the year ended May 31, 1991, File No. 001-12392, and incorporated herein by reference). 4(f) Amendment to Bylaws of the Registrant, as previously amended (filed as Exhibit 3(iii) to the Registrant's Annual Report on Form 10-K for the year ended May 31, 1995, File No. 001-12392, and incorporated herein by reference). II-2 4(g) Rights Agreement, dated as of January 18, 1991, between the Registrant and the Rights Agent, as amended (filed as Exhibit 2 to the Registrant's Registration Statement on Form 8-A, File No. 001- 12392, as filed on October 5, 1993, and incorporated herein by reference). 5 Opinion of Alston & Bird LLP regarding the legality of the securities being registered. 23(a) Consent of Alston & Bird LLP (included in Exhibit 5). 23(b) Consent of Arthur Andersen LLP. 99(a) National Data Corporation 1997 Stock Option Plan 99(b) National Data Corporation 2000 Long-Term Incentive Plan (filed as Exhibit A to the Registrant's Definitive Proxy Statement on Form 14A for the year ended May 31, 1999, and incorporated herein by reference). 99(c) National Data Corporation 2000 Employee Stock Purchase Plan Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change in such information in the registration statement. Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) above do -------- ------- not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. II-3 (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned issuer hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to Item 6 of this Part II, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-4 SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 26th day of October, 2000. NATIONAL DATA CORPORATION By: /s/ Robert A. Yellowlees ------------------------------ Robert A. Yellowlees Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) By: /s/ David H. Shenk ------------------------------ David H. Shenk Interim Chief Financial Officer and Controller (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: SIGNATURE TITLE DATE --------- ----- ---- /s/ Robert A. Yellowlees Chairman of the Board, President October 26, 2000 - --------------------------- and Chief Executive Officer Robert A. Yellowlees /s/ J. Veronica Biggins Director October 26, 2000 - --------------------------- J. Veronica Biggins /s/ Neil Williams Director October 26, 2000 - --------------------------- Neil Williams /s/ James F. McDonald Director October 26, 2000 - --------------------------- James F. McDonald II-5 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________________________ EXHIBITS FILED WITH REGISTRATION STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF 1933 ________________________________________ NATIONAL DATA CORPORATION National Data Plaza Atlanta, Georgia 30329-2010 (404) 728-2000 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 4(a) Certificate of Incorporation of the Registrant, as amended (filed as Exhibit 4(a) to the Registrant's Registration Statement on Form S-8, Registration No. 333-05427, and incorporated herein by reference). 4(b) Certificate of Amendment to Certificate of Incorporation of the Registrant, dated October 28, 1996 (filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K dated October 29, 1996, file No. 001-12392, and incorporated herein by reference). 4(c) Amended Certificate of Designations of the Registrant, dated October 28,1996 (filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K dated October 29, 1996, file No. 001- 12392, and incorporated herein by reference). 4(d) Certificates of Amendment to Certificate of Incorporation of the Registrant, dated March 22, 1999, May 26, 1999, June 21, 1999 and June 30, 2000 (filed as Exhibit 3(iv) to the Registrant's Annual Report on Form 10-K for the year ended May 31, 2000, file No. 001-12392, and incorporated herein by reference). 4(e) Bylaws of the Registrant, as amended (filed as Exhibit 3(ii) to the Registrant's Annual Report on Form 10-K for the year ended May 31, 1991, File No. 001-12392, and incorporated herein by reference). 4(f) Amendment to Bylaws of the Registrant, as previously amended (filed as Exhibit 3(iii) to the Registrant's Annual Report on Form 10-K for the year ended May 31, 1995, File No. 001-12392, and incorporated herein by reference). 4(g) Rights Agreement, dated as of January 18, 1991, between the Registrant and the Rights Agent, as amended (filed as Exhibit 2 to the Registrant's Registration Statement on Form 8-A, File No. 001-12392, as filed on October 5, 1993, and incorporated herein by reference). 5 Opinion of Alston & Bird LLP regarding the legality of the securities being registered. 23(a) Consent of Alston & Bird LLP (included in Exhibit 5). 23(b) Consent of Arthur Andersen LLP. 99(a) National Data Corporation 1997 Stock Option Plan 99(b) National Data Corporation 2000 Long-Term Incentive Plan (filed as Exhibit A to the Registrant's Definitive Proxy Statement on Form 14A for the year ended May 31, 1999, and incorporated herein by reference). 99(c) National Data Corporation 2000 Employee Stock Purchase Plan EX-5 2 0002.txt OPINION OF ALSTON AND BIRD Exhibit 5 --------- Opinion of Alston & Bird LLP regarding the legality of the securities being registered [LETTERHEAD OF ALSTON&BIRD LLP] November 22, 2000 National Data Corporation National Data Plaza Atlanta, Georgia 30329-2010 Re: Registration Statement on Form S-8 for the National Data Corporation 1997 Stock Option Plan National Data Corporation 2000 Long-Term Incentive Plan National Data Corporation 2000 Employee Stock Purchase Plan Ladies and Gentlemen: We have acted as counsel to National Data Corporation, a Delaware corporation (the "Company"), in connection with the filing of the above- referenced Registration Statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") to register under the Securities Act of 1933, as amended (the "Securities Act"), 9,728,000 shares (the "Shares") of the Company's Common Stock, par value $.125 per share, which may be offered and sold by the Company upon the grant or exercise of awards, or the purchase of shares, under the National Data Corporation 1997 Stock Option Plan, the National Data Corporation 2000 Long-Term Incentive Plan, or the National Data Corporation 2000 Employee Stock Purchase Plan (the "Plans"). This opinion letter is rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of the Commission's Regulation S-K. We have examined the Certificate of Incorporation of the Company, as amended, the Bylaws of the Company, as amended, records of proceedings of the Board of Directors of the Company deemed by us to be relevant to this opinion letter, the Registration Statement and other documents and agreements we deemed necessary for purposes of expressing the opinion set forth herein. We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein. As to certain factual matters relevant to this opinion letter, we have relied upon certificates and statements of officers of the Company and certificates of public officials. Except to the extent expressly set forth herein, we have made no independent investigations with regard thereto, and, accordingly, we do not express any opinion as to matters that might have been disclosed by independent verification. This opinion letter is provided to the Company and the Commission for their use solely in connection with the transactions contemplated by the Registration Statement and may not be used, circulated, quoted or otherwise relied upon by any other person or for any other purpose without our express written consent. The only opinion rendered by us consists of those matters set forth in the sixth paragraph hereof, and no opinion may be implied or inferred beyond those expressly stated. Our opinion set forth below is limited to the General Corporation Law of the State of Delaware, applicable provisions of the Constitution of the State of Delaware and reported judicial decisions interpreting such General Corporation Law and Constitution, and we do not express any opinion herein concerning any other laws. Based on the foregoing, it is our opinion that the Shares to be issued upon grant or exercise of awards, or to be purchased under, the Plans are duly authorized and, when issued by the Company in accordance with the terms of the Awards, will be validly issued, fully paid and nonassessable. We consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. Sincerely, ALSTON & BIRD LLP By: /s/ Laura G. Thatcher -------------------------- A Partner EX-23.(B) 3 0003.txt CONSENT OF ARTHUR ANDERSEN LLP Exhibit 23(b) ------------- Consent of Arthur Andersen LLP Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference of our reports dated July 14, 2000 included in National Data Corporation's Annual Report on Form 10-K for the fiscal year ended May 31, 2000 into this Registration Statement. /s/ Arthur Andersen LLP Atlanta, Georgia November 21, 2000 EX-99.(A) 4 0004.txt 1997 STOCK OPTION PLAN Exhibit 99(a) ------------- National Data Corporation 1997 Stock Option Plan NATIONAL DATA CORPORATION 1997 STOCK OPTION PLAN ARTICLE I PURPOSE 1.1. GENERAL. The purpose of the National Data Corporation 1997 Stock ------- Option Plan (the "Plan") is to promote the success, and enhance the value, of National Data Corporation (the "Company") by linking the personal interests of its employees, officers and directors to those of Company stockholders and by providing its employees, officers and directors 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 and directors 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 stock options from time to time to selected employees, officers and directors. ARTICLE 2 EFFECTIVE DATE 2.1. EFFECTIVE DATE. The Plan shall be effective as of the date upon which -------------- it shall be approved by the Board. However, the Plan shall be submitted to the stockholders of the Company for approval within 12 months of the Board's approval thereof. No Incentive Stock Options granted under the Plan may be exercised prior to approval of the Plan by the stockholders and if the stockholders fail to approve the Plan within 12 months of the Board's approval thereof, any Incentive Stock Options previously granted hereunder shall be automatically converted to Non-Qualified Stock Options without any further act. In the discretion of the Committee, Options may be granted to Covered Employees which are intended to constitute qualified performance-based compensation under Code Section 162(m). Any such Options shall be contingent upon the stockholders having approved the Plan. ARTICLE 3 DEFINITIONS 3.1. 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 following meanings: "Board" means the Board of Directors of the Company. "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Committee" means the committee of the Board described in Article 4. "Company" means National Data Corporation, a Delaware corporation. "Covered Employee" means a covered employee as defined in Code Section 162(m)(3). "Disability" shall mean any illness or other physical or mental condition of a Participant that renders the Participant incapable of performing his customary and usual duties for the Company, or any medically determinable illness or other physical or mental condition resulting from a bodily injury, disease or mental disorder which, in the judgment of the Committee, is permanent and continuous in nature. The Committee may require such medical or other evidence as it deems necessary to judge the nature and permanency of the Participant's condition. "Effective Date" has the meaning assigned such term in Section 2.1. "Fair Market Value", on any date, means (i) if the Stock is listed on a securities exchange or is traded over the Nasdaq National Market, the closing sales price on such exchange or over such system on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported, or (ii) if the Stock is not listed on a securities exchange or traded over the Nasdaq National Market, the mean between the bid and offered prices as quoted by Nasdaq for such date, provided that if it is determined that the fair market value is not properly reflected by such Nasdaq quotations, Fair Market Value will be determined by such other method as the Committee determines in good faith to be reasonable. "Incentive Stock Option" means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto. "Non-Qualified Stock Option" means an Option that is not an Incentive Stock Option. "Option" means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a specified price during specified time periods. An Option may be either an Incentive Stock Option or a Non- Qualified Stock Option. "Option Agreement" means any written agreement, contract, or other instrument or document evidencing an Option. "Parent" means a corporation which owns or beneficially owns a majority of the outstanding voting stock or voting power of the Company. For Incentive Stock Options, the term shall have the same meaning as set forth in Code Section 424(e). "Participant" means a person who, as an employee, officer, or director of the Company or any Parent or Subsidiary, has been granted an Option under the Plan. "Plan" means the National Data Corporation 1997 Stock Option Plan, as amended from time to time. "Retirement" means a Participant's termination of employment with the Company, Parent or Subsidiary after attaining any normal or early retirement age specified in any pension, profit sharing or other retirement program sponsored by the Company, or, in the event of the inapplicability thereof with respect to the person in question, as determined by the Committee in its reasonable judgment. "Stock" means the $0.125 par value common stock of the Company and such other securities of the Company as may be substituted for Stock pursuant to Article 9. "Subsidiary" means any corporation, limited liability company, partnership or other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company. For Incentive Stock Options, the term shall have the meaning set forth in Code Section 424(f). "1933 Act" means the Securities Act of 1933, as amended from time to time. "1934 Act" means the Securities Exchange Act of 1934, as amended from time to time. -2- ARTICLE 4 ADMINISTRATION 4.1. COMMITTEE. The Plan shall be administered by the Compensation --------- Committee of the Board or, at the discretion of the Board from time to time, by the Board. The Committee shall consist of two or more members of the Board who are (i) "outside directors" as that term is used in Section 162(m) of the Code and the regulations promulgated thereunder, and (ii) "non-employee directors" as such term is defined in Rule 16b-3 promulgated under Section 16 of the 1934 Act or any successor provision. During any time that the Board is acting as administrator of the Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4.1) shall include the Board. 4.2. ACTION BY THE COMMITTEE. For purposes of administering the Plan, the ----------------------- following rules of procedure shall govern the Committee. A majority of the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present, and acts approved unanimously in writing by the members of the Committee in lieu of a meeting, shall be deemed the acts of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Parent or Subsidiary, the Company's independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan. No member of the Committee shall be liable for any action or determination made in good faith, and members of the Committee shall be entitled to indemnification and reimbursement from time to time for expenses incurred in defense of such good faith action or determination. 4.3. AUTHORITY OF COMMITTEE. The Committee has the exclusive power, ---------------------- authority and discretion to: (a) Designate Participants; (b) Determine the type or types of Options to be granted to each Participant; (c) Determine the number of Options to be granted and the number of shares of Stock to which an Option will relate; (d) Determine the terms and conditions of any Option granted under the Plan, including but not limited to, the exercise price, grant price, or purchase price, any restrictions or limitations on the Option, any restrictions on the exercisability of an Option, and accelerations or waivers thereof, based in each case on such considerations as the Committee in its sole discretion determines; (e) Accelerate the vesting of any outstanding Option, based in each case on such considerations as the Committee in its sole discretion determines; (f) Determine whether, to what extent, and under what circumstances the exercise price of an Option may be paid in cash, Stock, other Options, or other property, or an Option may be canceled, forfeited, or surrendered; (g) Prescribe the form of each Option Agreement, which need not be identical for each Participant; (h) Decide all other matters that must be determined in connection with an Option; (i) Establish, adopt or revise any rules and regulations as it may deem necessary or advisable to administer the Plan; -3- (j) Make all other decisions and determinations that may be required under the Plan or as the Committee deems necessary or advisable to administer the Plan; and (k) Amend the Plan or any Option Agreement as provided herein. 4.4. DECISIONS BINDING. The Committee's interpretation of the Plan, any ----------------- Options granted under the Plan, any Option Agreement and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties. ARTICLE 5 SHARES SUBJECT TO THE PLAN 5.1. NUMBER OF SHARES. Subject to adjustment as provided in Section 9.1, ---------------- the aggregate number of shares of Stock reserved and available for Options shall be 1,228,000. The maximum number of shares of Stock with respect to one or more Options that may be granted during any one calendar year under the Plan to any one Covered Employee shall be 500,000. The adoption of the Plan by the Board shall constitute a reservation of 1,228,000 shares of Stock for issuance only upon the exercise of Options granted under the Plan. 5.2. LAPSED OPTIONS. To the extent that an Option is canceled, terminates, -------------- expires or lapses for any reason, any shares of Stock subject to the Option will again be available for the grant of an Option under the Plan. 5.3. STOCK DISTRIBUTED. Any Stock distributed pursuant to exercise of an ----------------- Option may consist, in whole or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open market. ARTICLE 6 ELIGIBILITY 6.1. GENERAL. Options may be granted only to individuals who are ------- employees, officers, or directors of the Company or a Parent or Subsidiary. ARTICLE 7 STOCK OPTIONS 7.1. GENERAL. The Committee is authorized to grant Options to Participants ------- on the following terms and conditions: (a) EXERCISE PRICE. The exercise price per share of Stock under an Option -------------- shall be determined by the Committee. (b) TIME AND CONDITIONS OF EXERCISE. The Committee shall determine the ------------------------------- time or times at which an Option may be exercised in whole or in part. The Committee also shall determine the performance or other conditions, if any, that must be satisfied before all or part of an Option may be exercised. The Committee may waive any exercise provisions at any time in whole or in part based upon factors as the Committee may determine in its sole discretion so that the Option becomes exercisable at an earlier date. (c) PAYMENT. The Committee shall determine the methods by which the ------- exercise price of an Option may be paid, the form of payment, including, without limitation, cash, shares of Stock, or other property (including "cashless exercise" arrangements), and the methods by which shares of Stock shall be delivered or deemed to be delivered by Participants; provided, however, that if shares of Stock are used to -4- pay the exercise price of an Option, such shares must have been held by the Participant for at least six months. Without limiting the power and discretion conferred on the Committee pursuant to the preceding sentence, the Committee may, in the exercise of its discretion, but need not, allow a Participant to pay the Option price by directing the Company to withhold from the shares of Stock that would otherwise be issued upon exercise of the Option that number of shares having a Fair Market Value on the exercise date equal to the Option price, all as determined pursuant to rules and procedures established by the Committee. (d) EVIDENCE OF GRANT. All Options shall be evidenced by a written Option ----------------- Agreement between the Company and the Participant. The Option Agreement shall include such provisions, not inconsistent with the Plan, as may be specified by the Committee. 7.2. INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock Options ----------------------- granted under the Plan must comply with the following additional rules: (a) EXERCISE PRICE. The exercise price per share of Stock shall be set by -------------- the Committee, provided that the exercise price for any Incentive Stock Option shall not be less than the Fair Market Value as of the date of the grant. (b) EXERCISE. In no event may any Incentive Stock Option be exercisable -------- for more than ten years from the date of its grant. (c) LAPSE OF OPTION. An Incentive Stock Option shall lapse under the --------------- earliest of the following circumstances; provided, however, that the Committee may, prior to the lapse of the Incentive Stock Option under the circumstances described in paragraphs (3), (4) and (5) below, provide in writing that the Option will extend until a later date, but if an Incentive Stock Option is exercised after the dates specified in paragraphs (3), (4) and (5) above, it will automatically become a Non-Qualified Stock Option: (1) The Incentive Stock Option shall lapse as of the option expiration date set forth in the Option Agreement. (2) The Incentive Stock Option shall lapse ten years after it is granted, unless an earlier time is set in the Option Agreement. (3) If the Participant terminates employment for any reason other than as provided in paragraph (4) or (5) below, the Incentive Stock Option shall lapse, unless it is previously exercised, three months after the Participant's termination of employment; provided, however, that if the Participant's employment is terminated by the Company for cause or by the Participant without the consent of the Company, the Incentive Stock Option shall (to the extent not previously exercised) lapse immediately. (4) If the Participant terminates employment by reason of his Disability, the Incentive Stock Option shall lapse, unless it is previously exercised, one year after the Participant's termination of employment. (5) If the Participant dies while employed, or during the three-month period described in paragraph (3) or during the one-year period described in paragraph (4) and before the Incentive Stock Option otherwise lapses, the Incentive Stock Option shall lapse one year after the Participant's death. Upon the Participant's death, any exercisable Incentive Stock Options may be exercised by the Participant's beneficiary, determined in accordance with Section 8.5. Unless the exercisability of the Incentive Stock Option is accelerated as provided in Article 8, if a Participant exercises an Incentive Stock -5- Option after termination of employment, the Incentive Stock Option may be exercised only with respect to the shares that were otherwise vested on the Participant's termination of employment. (d) INDIVIDUAL DOLLAR LIMITATION. The aggregate Fair Market Value ---------------------------- (determined as of the time an Incentive Stock Option is granted) of all shares of Stock with respect to which Incentive Stock Options are first exercisable by a Participant in any calendar year may not exceed $100,000.00. (e) TEN PERCENT OWNERS. No Incentive Stock Option shall be granted to any ------------------ individual who, at the date of grant, owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary unless the exercise price per share of such Incentive Stock Option is at least 110% of the Fair Market Value per share of Stock at the date of grant and the Incentive Stock Option expires no later than five years after the date of grant. (f) EXPIRATION OF INCENTIVE STOCK OPTIONS. No Incentive Stock Option ------------------------------------- may be granted pursuant to the Plan after the day immediately prior to the tenth anniversary of the Effective Date. (g) RIGHT TO EXERCISE. During a Participant's lifetime, an Incentive ----------------- Stock Option may be exercised only by the Participant or, in the case of the Participant's Disability, by the Participant's guardian or legal representative. (h) DIRECTORS. The Committee may not grant an Incentive Stock Option to a --------- non-employee director. The Committee may grant an Incentive Stock Option to a director who is also an employee of the Company or Parent or Subsidiary but only in that individual's position as an employee and not as a director. ARTICLE 8 PROVISIONS GENERALLY APPLICABLE 8.1. SUBSTITUTE OPTIONS. Options granted under the Plan may, in the ------------------ discretion of the Committee, be granted in substitution for any other Option granted under the Plan. If an Option is granted in substitution for another Option, the Committee may require the surrender of such other Option in consideration of the grant of the new Option. 8.2. EXCHANGE PROVISIONS. The Committee may at any time offer to exchange ------------------- or buy out any previously granted Option for a payment in cash, Stock, another Option (subject to Section 9.1) or other property, based on the terms and conditions the Committee determines and communicates to the Participant at the time the offer is made. 8.3. TERM OF OPTION. The term of each Option shall be for the period as -------------- determined by the Committee, provided that in no event shall the term of any Incentive Stock Option exceed a period of ten years from the date of its grant (or, if Section 7.2(e) applies, five years from the date of its grant). 8.4. LIMITS ON TRANSFER. No right or interest of a Participant in any ------------------ unexercised Option may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a Parent or Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant to any other party other than the Company or a Parent or Subsidiary. No unexercised Option shall be assignable or transferable by a Participant other than by will or the laws of descent and distribution; provided, however, that the Committee may (but need not) permit other transfers where the Committee concludes that such transferability (i) does not result in accelerated taxation, (ii) does not cause any Option intended to be an incentive stock option to fail to be described in Code Section 422(b), and (iii) is otherwise appropriate and desirable, taking into account any state or federal tax or securities laws applicable to transferable options. -6- 8.5. BENEFICIARIES. Notwithstanding Section 8.4, a Participant may, in the ------------- manner determined by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Option upon the Participant's death. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the Plan is subject to all terms and conditions of the Plan and any Option Agreement applicable to the Participant, except to the extent the Plan and Option Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If no beneficiary has been designated or survives the Participant, payment shall be made to the Participant's estate. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is filed with the Committee. 8.6. STOCK CERTIFICATES. All Stock certificates delivered under the Plan ------------------ are subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal or state securities laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the Stock is listed, quoted, or traded. The Committee may place legends on any Stock certificate to reference restrictions applicable to the Stock. 8.7. ACCELERATION UPON CERTAIN EVENTS. In the event of (i) the -------------------------------- commencement of a public tender offer for all or any portion of the Stock, (ii) a proposal to merge, consolidate or otherwise combine with another corporation is submitted to the stockholders of the Company for approval, (iii) a proposal to liquidate or dissolve the Company is submitted to the stockholders of the Company for approval, or (iv) the Board approves any transaction or event that would constitute a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of the 1934 Act, the Committee may in its sole discretion declare all outstanding Options to be fully exercisable, in each case, as of such date as the Committee may, in its sole discretion, declare, which may be on or before the consummation of such tender offer or other transaction or event. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Section 7.2(d), the excess Options shall be deemed to be Non-Qualified Stock Options. 8.8. ACCELERATION FOR ANY OTHER REASON. Regardless of whether an event has --------------------------------- occurred as described in Section 8.7 above, the Committee may in its sole discretion at any time determine that all or a portion of a Participant's Options shall become fully or partially exercisable, in each case, as of such date as the Committee may, in its sole discretion, declare. The Committee may discriminate among Participants and among Options granted to a Participant in exercising its discretion pursuant to this Section 8.8. 8.9. EFFECT OF ACCELERATION. If an Option is accelerated under Section ---------------------- 8.7, the Committee may, in its sole discretion, provide (i) that the Option will expire after a designated period of time after such acceleration to the extent not then exercised, (ii) that the Option will be settled in cash rather than Stock, (iii) that the Option will be assumed by another party to the transaction giving rise to the acceleration or otherwise be equitably converted in connection with such transaction, or (iv) any combination of the foregoing. The Committee's determination need not be uniform and may be different for different Participants whether or not such Participants are similarly situated. 8.10. TERMINATION OF EMPLOYMENT. Whether military, government or other ------------------------- service or other leave of absence shall constitute a termination of employment shall be determined in each case by the Committee at its discretion, and any determination by the Committee shall be final and conclusive. A termination of employment shall not occur in a circumstance in which a Participant transfers from the Company to one of its Parents or Subsidiaries, transfers from a Parent or Subsidiary to the Company, or transfers from one Parent or Subsidiary to another Parent or Subsidiary. -7- ARTICLE 9 CHANGES IN CAPITAL STRUCTURE 9.1. GENERAL. In the event a stock dividend is declared upon the Stock, ------- the shares of Stock then subject to each Option shall be increased proportionately without any change in the aggregate purchase price therefor. In the event the Stock shall be changed into or exchanged for a different number or class of shares of stock or securities of the Company or of another corporation, whether through reorganization, recapitalization, reclassification, stock split- up, combination of shares, merger or consolidation, there shall be substituted for each such share of Stock then subject to each Option the number and class of shares into which each outstanding share of Stock shall be so exchanged, all without any change in the aggregate purchase price for the shares then subject to each Option. Each such adjustment an incentive Stock Option under this Article 9 shall be made in such a manner that such adjustment will not constitute a "modification" as defined in Section 425 of the Code. 9.2. RIGHTS OR WARRANTS. If any rights or warrants to subscribe for ------------------ additional shares of Stock are given pro rata to holders of outstanding shares of Stock, each Participant shall be entitled to the same rights or warrants on the same basis as holders of the outstanding shares of Stock with respect to such portion of the Participant's Options that may be exercised on or prior to the date of the expiration of such rights or warrants. ARTICLE 10 AMENDMENT, MODIFICATION AND TERMINATION 10.1. AMENDMENT, MODIFICATION AND TERMINATION. The Board or the Committee --------------------------------------- may, at any time and from time to time, amend, modify or terminate the Plan without stockholder approval; provided, however, that the Board or Committee may condition any amendment or modification on the approval of stockholders of the Company if such approval is necessary or deemed advisable with respect to tax, securities or other applicable laws, policies or regulations. 10.2. OPTIONS PREVIOUSLY GRANTED. At any time and from time to time, the -------------------------- Committee may amend, modify or terminate any outstanding Option without approval of the Participant; provided, however, that such amendment, modification or termination shall not, without the Participant's consent, reduce or diminish the value of such Option determined as if the Option had been exercised on the date of such amendment or termination. No termination, amendment, or modification of the Plan shall adversely affect any Option previously granted under the Plan, without the written consent of the Participant. ARTICLE 11 GENERAL PROVISIONS 11.1. NO RIGHTS TO OPTIONS. No Participant or employee, officer or -------------------- director shall have any claim to be granted any Option under the Plan, and neither the Company nor the Committee is obligated to treat Participants and employees, officers or directors uniformly. 11.2. NO STOCKHOLDER RIGHTS. No Option gives the Participant any of the --------------------- rights of a stockholder of the Company unless and until shares of Stock are in fact issued to such person in connection with such Option. 11.3. WITHHOLDING. The Company or any Parent or Subsidiary shall have the ----------- authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including the Participant's FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the Plan. With respect to withholding required upon any taxable event under the Plan, the Committee may, at the time the Option is granted or thereafter, require that any such withholding requirement be satisfied, in whole or in part, by withholding -8- shares of Stock having a Fair Market Value on the date of withholding equal to the amount to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes. 11.4. NO RIGHT TO EMPLOYMENT OR DIRECTORSHIP. Nothing in the Plan or any -------------------------------------- Option Agreement shall interfere with or limit in any way the right of the Company or any Parent or Subsidiary to terminate any Participant's employment or status as a director at any time, nor confer upon any Participant any right to continue as an employee or director of the Company or any Parent or Subsidiary. 11.5. RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be ------------------------------ taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or benefit plan of the Company or any Parent or Subsidiary unless provided otherwise in such other plan. 11.6. EXPENSES. The expenses of administering the Plan shall be borne by -------- the Company and its Parents or Subsidiaries. 11.7. TITLES AND HEADINGS. The titles and headings of the Sections in the ------------------- Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. 11.8. GENDER AND NUMBER. Except where otherwise indicated by the context, ----------------- any masculine term used herein also shall include the feminine, the plural shall include the singular and the singular shall include the plural. 11.9. FRACTIONAL SHARES. No fractional shares of Stock shall be issued and ----------------- the Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding up. 11.10. GOVERNMENT AND OTHER REGULATIONS. The obligation of the Company to -------------------------------- issue Stock upon exercise of an Option or otherwise shall be subject to all applicable laws, rules, and regulations, and to such approvals by government agencies as may be required. The Company shall be under no obligation to register under the 1933 Act, or any state securities act, any of the shares of Stock issued in connection with the Plan. The shares issued in connection with the Plan may in certain circumstances be exempt from registration under the 1933 Act, and the Company may restrict the transfer of such shares in such manner as it deems advisable to ensure the availability of any such exemption. 11.11. GOVERNING LAW. To the extent not governed by federal law, the Plan ------------- and all Option Agreements shall be construed in accordance with and governed by the laws of the State of Delaware. 11.12. ADDITIONAL PROVISIONS. Each Option Agreement may contain such other --------------------- terms and conditions as the Committee may determine; provided that such other terms and conditions are not inconsistent with the provisions of this Plan. The foregoing is hereby acknowledged as being the National Data Corporation 1997 Stock Option Plan as adopted by the Board of Directors of the Company on August 29, 1997. NATIONAL DATA CORPORATION By: /s/ Suellyn P. Tornay ----------------------------- Its: Secretary -9- EX-99.(C) 5 0005.txt 2000 EMPLOYEE STOCK PURCHASE PLAN Exhibit 99(c) ------------- National Data Corporation 2000 Employee Stock Purchase Plan NATIONAL DATA CORPORATION 2000 EMPLOYEE STOCK PURCHASE PLAN TABLE OF CONTENTS
Article I - BACKGROUND................................................................... 1 1.1 Establishment of the Plan.................................................... 1 1.2 Applicability of the Plan.................................................... 1 1.3 Purpose...................................................................... 1 Article II - DEFINITIONS................................................................. 1 2.1 Administrator................................................................ 1 2.2 Board........................................................................ 1 2.3 Code......................................................................... 1 2.4 Committee.................................................................... 1 2.5 Common Stock................................................................. 2 2.6 Compensation................................................................. 2 2.7 Contribution Account......................................................... 2 2.8 Corporation.................................................................. 2 2.9 Direct Registration System................................................... 2 2.10 Effective Date............................................................... 2 2.11 Eligible Employee............................................................ 2 2.12 Employee..................................................................... 3 2.13 Employer..................................................................... 3 2.14 Fair Market Value............................................................ 3 2.15 Offering Date................................................................ 3 2.16 Offering Period.............................................................. 3 2.17 Option....................................................................... 3 2.18 Participant.................................................................. 3 2.19 Plan......................................................................... 3 2.20 Purchase Date................................................................ 3 2.21 Purchase Price............................................................... 3 2.22 Request Form................................................................. 3 2.23 Spin-off..................................................................... 4 2.24 Stock Account................................................................ 4 2.25 Subsidiary................................................................... 4 2.26 Trading Date................................................................. 4 Article III - ELIGIBILITY AND PARTICIPATION.............................................. 4 3.1 Eligibility.................................................................. 4
3.2 Initial Participation........................................................ 5 3.3 Leave of Absence............................................................. 5 Article IV - STOCK AVAILABLE............................................................. 5 4.1 In General................................................................... 5 4.2 Adjustment in Event of Changes in Capitalization............................. 5 4.3 Dissolution, Liquidation, or Merger.......................................... 6 Article V. - OPTION PROVISIONS........................................................... 6 5.1 Purchase Price............................................................... 6 5.2 Calendar Year $25,000 Limit.................................................. 6 5.3 Offering Period Limit........................................................ 7 Article VI - PURCHASING COMMON STOCK..................................................... 7 6.1 Participant's Contribution Account........................................... 7 6.2 Payroll Deductions, Dividends................................................ 7 6.3 Discontinuance............................................................... 8 6.4 Leave of Absence; Transfer of Ineligible Status.............................. 8 6.5 Automatic Exercise........................................................... 8 6.6 Listing, Registration, and Qualification of Shares........................... 9 Article VII - WITHDRAWALS, DISTRIBUTIONS................................................. 9 7.1 Discontinuance of Deductions; Leave of Absence; Transfer to Ineligible Status 9 7.2 In-Service Withdrawals....................................................... 9 7.3 Termination of Employment for Reasons Other Than Death....................... 10 7.4 Death........................................................................ 10 7.5 Registration................................................................. 10 Article VIII - AMENDMENT AND TERMINATION................................................. 11 8.1 Amendment.................................................................... 11 8.2 Termination.................................................................. 11 Article IX - MISCELLANEOUS............................................................... 11 9.1 Employment Rights............................................................ 11 9.2 Tax Withholding.............................................................. 11 9.3 Rights Not Transferable...................................................... 12 9.4 No Repurchase of Stock by Corporation........................................ 12 9.5 Governing Law................................................................ 12 9.6 Stockholder Approval; Registration........................................... 12
NATIONAL DATA CORPORATION 2000 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I BACKGROUND 1.1 Establishment of the Plan. National Data Corporation (the "Corporation") hereby establishes a stock purchase plan to be known as the "National Data Corporation 2000 Employee Stock Purchase Plan" (the "Plan"), as set forth in this document. The Plan is intended to be a qualified employee stock purchase plan within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended, and the regulations and rulings thereunder. 1.2 Applicability of the Plan. The provisions of this Plan are applicable only to certain individuals who, on or after the Effective Date (as defined herein), are employees of the Corporation and its Subsidiaries participating in the Plan. The Committee shall indicate from time to time which of its Subsidiaries, if any, are participating in the Plan. 1.3 Purpose. The purpose of the Plan is to enhance the proprietary interest among the employees of the Corporation and its participating subsidiaries through ownership of Common Stock of the Corporation. ARTICLE II DEFINITIONS Whenever capitalized in this document, the following terms shall have the respective meanings set forth below. 2.1 Administrator. Administrator shall mean the person or persons (who may be officers or employees of the Corporation) selected by the Committee to operate the Plan, perform day-to-day administration of the Plan, and maintain records of the Plan. 2.2 Board. Board shall mean the Board of Directors of the Corporation. 2.3 Code. Code shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations thereunder. 2.4 Committee. Committee shall mean a committee which consists of members of the Board and which has been designated by the Board to have the general responsibility for the administration of the Plan. Unless otherwise designated by the Board, the Compensation Committee of the Board of Directors of the Corporation shall serve as the Committee administering the Plan. Subject to the express provisions of the Plan, the Committee shall have plenary authority in its sole and absolute discretion to interpret and construe any and all provisions of the Plan, to adopt rules and regulations for administering the Plan, and to make all other determinations necessary or advisable for administering the Plan. The Committee's determinations on the foregoing matters shall be conclusive and binding upon all persons. 2.5 Common Stock. Common Stock shall mean the common stock, par value $.125, of the Corporation. 2.6 Compensation. Compensation shall mean, for any Participant, for any Offering Period, the Participant's gross wages for the respective period, including without limitation salary, bonus, and commission, but subject to appropriate adjustments that would exclude items such as non-cash compensation and reimbursement of moving, travel, trade or business expenses. 2.7 Contribution Account. Contribution Account shall mean the bookkeeping account established by the Administrator on behalf of each Participant, which shall be credited with the amounts deducted from the Participant's Compensation pursuant to Article VI. The Administrator shall establish a separate Contribution Account for each Participant for each Offering Period. 2.8 Corporation. Corporation shall mean National Data Corporation, a Delaware corporation. 2.9 Direct Registration System. Direct Registration System shall mean a direct registration system approved by the Securities and Exchange Commission and by the New York Stock Exchange, Inc. or any securities exchange on which the Common Stock is then listed, whereby shares of Common Stock may be registered in the holder's name in book-entry form on the books of the Corporation. 2.10 Effective Date. Effective Date shall mean the effective date of the Plan, which shall be the last to occur of (i) the date the Plan is approved by the stockholders of the Corporation, (ii) the first trading day after the effective date of the Spin-off, or (iii) the effective date of the Corporation's registration statement on Form S-8 filed under the Securities Act of 1933, as amended, covering the shares to be issued under the Plan. 2.11 Eligible Employee. An Employee eligible to participate in the Plan pursuant to Section 3.1. 2.12 Employee. Employee shall mean an individual employed by an Employer who meets the employment relationship described in Treasury Regulation Sections 1.423-2(b) and Section 1.421-7(h). 2.13 Employer. Employer shall mean the Corporation and any Subsidiary designated by the Committee as an employer participating in the Plan. -2- 2.14 Fair Market Value. Fair Market Value of a share of Common Stock, as of any designated date, shall mean the closing sales price of the Common Stock on the New York Stock Exchange on such date or on the last previous date on which such stock was traded. 2.15 Offering Date. Offering Date shall mean the first Trading Date of each Offering Period. 2.16 Offering Period. Offering Period shall mean the quarterly periods beginning January 1, April 1, July 1, and October 1 respectively, of each year during which offers to purchase Common Stock are outstanding under the Plan; provided, however, that the initial Offering Period shall be the period beginning on the Effective Date and ending on March 31, 2001. No payroll deductions shall be taken until the Effective Date. 2.17 Option. Option shall mean the option to purchase Common Stock granted under the Plan on each Offering Date. 2.18 Participant. Participant shall mean any Eligible Employee who has elected to participate in the Plan under Section 3.2. 2.19 Plan. Plan shall mean the National Data Corporation 2000 Employee Stock Purchase Plan, as amended and in effect from time to time. 2.20 Purchase Date. Purchase Date shall mean the last Trading Date of each Offering Period. 2.21 Purchase Price. Purchase Price shall mean the purchase price of Common Stock determined under Section 5.1. 2.22 Request Form. Request Form shall mean an Employee's authorization either in writing on a form approved by the Administrator or through electronic communication approved by the Administrator which specifies the Employee's payroll deduction in accordance with Section 6.2, and contains such other terms and provisions as may be required by the Administrator. 2.23 Spin-off. shall mean the contribution by the Company to a wholly-owned subsidiary, of the business, assets and liabilities of the Company's eCommerce operations and the subsequent distribution to the shareholders of the Company of all of the issued and outstanding shares of capital stock of such subsidiary, all as contemplated in that certain proposed Distribution Agreement (Plan of Reorganization and Distribution) to be entered into between the Company and such subsidiary and the related agreements between the parties referred to therein. 2.24 Stock Account. Stock Account shall mean the account established by the Administrator on behalf of each Participant, which shall be credited with shares of -3- Common Stock purchased pursuant to the Plan and dividends thereon until distributed in accordance with the terms of the Plan. 2.25 Subsidiary. Subsidiary shall mean any present or future corporation which is a "subsidiary corporation" of the Corporation as defined in Code Section 424(f). 2.26 Trading Date. Trading Date shall mean a date on which shares of Common Stock are traded on a national securities exchange (such as the New York Stock Exchange), the Nasdaq National Market or in the over-the-counter market. Except when otherwise indicated by the context, the definition of any term herein in the singular may also include the plural. ARTICLE III ELIGIBILITY AND PARTICIPATION 3.1 Eligibility. Each Employee who is an Employee regularly scheduled to work at least 20 hours each week and at least five months each calendar year shall be eligible to participate in the Plan as of the later of: (a) the Offering Date immediately following the Employee's last date of hire by an Employer; or (b) the Effective Date. On each Offering Date, Options will automatically be granted to all Employees then eligible to participate in the Plan; provided, however, that no Employee shall be granted an Option for an Offering Period if, immediately after the grant, the Employee would own stock, and/or hold outstanding options to purchase stock, possessing five percent or more of the total combined voting power or value of all classes of stock of the Corporation or any Subsidiary. For purposes of this Section, the attribution rules of Code Section 424(d) shall apply in determining stock ownership of any Employee. If an Employee is granted an Option for an Offering Period and such Employee does not participate in the Plan for such Offering Period, such Option will be deemed never to have been granted for purposes of applying the $25,000 annual limitation described in Section 5.2. 3.2 Initial Participation. An Eligible Employee having been granted an Option under Section 3.1 may submit a Request Form to the Administrator to participate in the Plan for an Offering Period. The Request Form shall authorize a regular payroll deduction from the Employee's Compensation for the Offering Period, subject to the limits and procedures described in Article VI. A Participant's Request Form authorizing a regular payroll deduction shall remain effective from Offering Period to Offering Period until amended or canceled under Section 6.3. -4- 3.3 Leave of Absence. For purposes of Section 3.1, an individual on a leave of absence from an Employer shall be deemed to be an Employee for the first 90 days of such leave. For purposes of this Plan, such individual's employment with the Employer shall be deemed to terminate at the close of business on the 90th day of the leave, unless the individual has returned to regular employment with an Employer before the close of business on such 90th day. Termination of any individual's leave of absence by an Employer, other than on account of a return to employment with an Employer, shall be deemed to terminate an individual's employment with the Employer for all purposes of the Plan. ARTICLE IV STOCK AVAILABLE 4.1 In General. Subject to the adjustments in Sections 4.2 and 4.3, an aggregate of 1,500,000 shares of Common Stock shall be available for purchase by Participants pursuant to the provisions of the Plan. These shares may be authorized and unissued shares or may be shares issued and subsequently acquired by the Corporation. If an Option under the Plan expires or terminates for any reason without having been exercised in whole or part, the shares subject to such Option that are not purchased shall again be available for subsequent Option grants under the Plan. If the total number of shares of Common Stock for which Options are exercised on any Purchase Date exceeds the maximum number of shares then available under the Plan, the Committee shall make a pro rata allocation of the shares available in as nearly a uniform manner as shall be practicable and as it shall determine to be equitable; and the balance of the cash credited to Participants' Contribution Accounts shall be distributed to the Participants as soon as practicable. 4.2 Adjustment in Event of Changes in Capitalization. In the event of a stock dividend, stock split or combination of shares, recapitalization or other change in the Corporation's capitalization, or other distribution with respect to holders of the Corporation's Common Stock other than normal cash dividends, an automatic adjustment shall be made in the number and kind of shares as to which outstanding Options or portions thereof then unexercised shall be exercisable and in the available shares set forth in Section 4.1, so that the proportionate interest of the Participants shall be maintained as before the occurrence of such event. This adjustment in outstanding Options shall be made without change in the total price applicable to the unexercised portion of such Options and with a corresponding adjustment in the Purchase Price per share; provided, however, that in no event shall any adjustment be made that would cause any Option to fail to qualify as an option pursuant to an employee stock purchase plan within the meaning of Section 423 of the Code. 4.3 Dissolution, Liquidation, or Merger. Upon the dissolution or liquidation of the Corporation, or upon a reorganization, merger, or consolidation of the Corporation with one or more corporations in which the Corporation is not the surviving corporation (or survives as a direct or indirect subsidiary of other such other constituent corporation -5- or its parent), or upon a sale of substantially all of the property or stock of the Corporation to another corporation, the holder of each Option then outstanding under the Plan shall be entitled to receive at the next Purchase Date upon the exercise of such Option for each share as to which such Option shall be exercised, as nearly as reasonably may be determined, the cash, securities, or property which a holder of one share of the Common Stock was entitled to receive upon and at the time of such transaction. The Committee shall take such steps in connection with these transactions as the Committee deems necessary or appropriate to assure that the provisions of this Section shall thereafter be applicable, as nearly as reasonably may be determined, in relation to the cash, securities, or property which the holder of the Option may thereafter be entitled to receive. In lieu of the foregoing, the Committee may terminate the Plan in accordance with Section 8.2. ARTICLE V OPTION PROVISIONS 5.1 Purchase Price. The Purchase Price of a share of Common Stock purchased for a Participant pursuant to each exercise of an Option shall be the lesser of: (a) 85 percent of the Fair Market Value of a share of Common Stock on the Offering Date; or (b) 85 percent of the Fair Market Value of a share of Common Stock on the Purchase Date. 5.2 Calendar Year $25,000 Limit. Notwithstanding anything else contained herein, no Employee may be granted an Option for any Offering Period which permits such Employee's rights to purchase Common Stock under this Plan and any other qualified employee stock purchase plan (within the meaning of Code Section 423) of the Corporation and its Subsidiaries to accrue at a rate which exceeds $25,000 of Fair Market Value of such Common Stock for each calendar year in which an Option is outstanding at any time. For purposes of this Section, Fair Market Value shall be determined as of the Offering Date. 5.3 Offering Period Limit. Notwithstanding anything else contained herein, the maximum number of shares of Common Stock that an Eligible Employee may purchase in any Offering Period is 2,000 shares. ARTICLE VI PURCHASING COMMON STOCK 6.1 Participant's Contribution Account. The Administrator shall establish a book account in the name of each Participant for each Offering Period. As discussed in Section 6.2 below, a Participant's payroll deductions shall be credited to the Participant's -6- Contribution Account, without interest, until such cash is withdrawn, distributed, or used to purchase Common Stock as described below. During such time, if any, as the Corporation participates in a Direct Registration System, shares of Common Stock acquired upon exercise of an Option shall be directly registered in the name of the Participant. If the Corporation does not participate in a Direct Registration System, then until distribution is requested by a Participant pursuant to Article VII, stock certificates evidencing the Participant's shares of Common Stock acquired upon exercise of an Option shall be held by the Corporation as the nominee for the Participant. These shares shall be credited to the Participant's Stock Account. Certificates shall be held by the Corporation as nominee for Participants solely as a matter of convenience. A Participant shall have all ownership rights as to the shares credited to his or her Stock Account, and the Corporation shall have no ownership or other rights of any kind with respect to any such certificates or the shares represented thereby. All cash received or held by the Corporation under the Plan may be used by the Corporation for any corporate purpose. The Corporation shall not be obligated to segregate any assets held under the Plan. 6.2 Payroll Deductions; Dividends (a) Payroll Deductions. By submitting a Request Form at any time before an Offering Period in accordance with rules adopted by the Committee, an Eligible Employee may authorize a payroll deduction to purchase Common Stock under the Plan for the Offering Period. The payroll deduction shall be effective on the first pay period during the Offering Period commencing after receipt of the Request Form by the Administrator. The payroll deduction shall be in any whole dollar amount or percentage up to a maximum of twenty percent (20%) of such Employee's Compensation payable each pay period, and at any other time an element of Compensation is payable. A Participant's payroll deduction shall not be less than one percent (1%) of such Employee's Compensation payable each payroll period. (b) Dividends. Cash or stock dividends paid on Common Stock which is credited to a Participant's Stock Account as of the dividend payment date shall be credited to the Participant's Stock Account and paid or distributed to the Participant as soon as practicable. 6.3 Discontinuance. A Participant may discontinue his or her payroll deductions for an Offering Period by filing a new Request Form with the Administrator. This discontinuance shall be effective on the first pay period commencing at least 15 days after receipt of the Request Form by the Administrator. A Participant who discontinues his or her payroll deductions for an Offering Period may not resume participation in the Plan until the following Offering Period. -7- Any amount held in the Participant's Contribution Account for an Offering Period after the effective date of the discontinuance of his or her payroll deductions will either be refunded or used to purchase Common Stock in accordance with Section 7.1. 6.4 Leave of Absence; Transfer to Ineligible Status. If a Participant either begins a leave of absence, is transferred to employment with a Subsidiary not participating in the Plan, or remains employed with an Employer but is no longer eligible to participate in the Plan, the Participant shall cease to be eligible for payroll deductions to his or her Contribution Account pursuant to Section 6.2. The cash standing to the credit of the Participant's Contribution Account shall become subject to the provisions of Section 7.1. If the Participant returns from the leave of absence before being deemed to have ceased employment with the Employer under Section 3.3, or again becomes eligible to participate in the Plan, the Request Form, if any, in effect immediately before the leave of absence or disqualifying change in employment status shall be deemed void and the Participant must again complete a new Request Form to resume participation in the Plan. 6.5 Automatic Exercise. Unless the cash credited to a Participant's Contribution Account is withdrawn or distributed as provided in Article VII, his or her Option shall be deemed to have been exercised automatically on each Purchase Date, for the purchase of the number of full shares of Common Stock which the cash credited to his or her Contribution Account at that time will purchase at the Purchase Price. If there is a cash balance remaining in the Participant's Contribution Account at the end of an Offering Period representing the exercise price for a fractional share of Common Stock, such balance may be retained in the Participant's Contribution Account for the next Offering Period, unless the Participant requests that it be refunded, without interest. Any other cash balance remaining in the Participant's Contribution Account at the end of an Offering Period shall be refunded to the Participant, without interest. The amount of cash that may be used to purchase shares of Common Stock may not exceed the Compensation restrictions set forth in Section 6.2 or the applicable limitations of Sections 5.2.or 5.3. Except as provided in the preceding paragraph, if the cash credited to a Participant's Contribution Account on the Purchase Date exceeds the applicable Compensation restrictions of Section 6.2 or exceeds the amount necessary to purchase the maximum number of shares of Common Stock available during the Offering Period under the applicable limitations of Section 5.2.or Section 5.3, such excess cash shall be refunded to the Participant. Except as provided in the preceding paragraph, the excess cash may not be used to purchase shares of Common Stock nor retained in the Participant's Contribution Account for a future Offering Period. Each Participant shall receive a statement on an annual basis indicating the number of shares credited to his or her Stock Account, if any, under the Plan. 6.6 Listing, Registration, and Qualification of Shares. The granting of Options for, and the sale and delivery of, Common Stock under the Plan shall be subject to -8- the effecting by the Corporation of any listing, registration, or qualification of the shares subject to that Option upon any securities exchange or under any federal or state law, or the obtaining of the consent or approval of any governmental regulatory body deemed necessary or desirable for the issuance or purchase of the shares covered. ARTICLE VII WITHDRAWALS; DISTRIBUTIONS 7.1 Discontinuance of Deductions; Leave of Absence; Transfer to Ineligible Status. In the event of a Participant's complete discontinuance of payroll deductions under Section 6.3 or a Participant's leave of absence or transfer to an ineligible status under Section 6.4, the cash balance then standing to the credit of the Participant's Contribution Account shall be-- (a) returned to the Participant, in cash, without interest, as soon as practicable, upon the Participant's written request received by the Administrator at least 30 days before the next Purchase Date; or (b) held under the Plan and used to purchase Common Stock for the Participant under the automatic exercise provisions of Section 6.5. 7.2 In-Service Withdrawals. During such time, if any, as the Corporation participates in a Direct Registration System, shares of Common Stock acquired upon exercise of an Option shall be directly registered in the name of the Participant and the Participant may withdraw certificates in accordance with the applicable terms and conditions of such Direct Registration System. If the Corporation does not participate in a Direct Registration System, a Participant may, while an Employee of the Corporation or any Subsidiary, withdraw certificates for some or all of the shares of Common Stock credited to his or her Stock Account at any time, upon 30 days' written notice to the Administrator. If a Participant requests a distribution of only a portion of the shares of Common Stock credited to his or her Stock Account, the Administrator will distribute the oldest securities held in the Participant's Stock Account first, using a first in-first out methodology. The Administrator may at any time distribute certificates for some or all of the shares of Common Stock credited to a Participant's Stock Account, whether or not the Participant so requests. 7.3 Termination of Employment for Reasons Other Than Death. If a Participant terminates employment with the Corporation and the Subsidiaries for reasons other than death, the cash balance in the Participant's Contribution Account shall be returned to the Participant in cash, without interest, as soon as practicable. Certificates for the shares of Common Stock credited to his or her Stock Account shall be distributed to the Participant as soon as practicable, unless the Corporation then participates in a Direct Registration System, in which case, the Participant shall be entitled to evidence of ownership of such shares in such form as the terms and conditions of such Direct Registration System permit. -9- 7.4 Death. In the event a Participant dies, the cash balance in his or her Contribution Account shall be distributed to the Participant's estate, in cash, without interest, as soon as practicable. Certificates for the shares of Common Stock credited to the Participant's Stock Account shall be distributed to the estate as soon as practicable, unless the Corporation then participates in a Direct Registration System, in which case, the estate shall be entitled to evidence of ownership of such shares in such form as the terms and conditions of such Direct Registration System permit. 7.5 Registration. Whether represented in certificate form or by direct registration pursuant to a Direct Registration System, shares of Common Stock acquired upon exercise of an Option shall be directly registered in the name of the Participant or, if the Participant so indicates on the Request Form, (a) in the Participant's name jointly with a member of the Participant's family, with the right of survivorship, (b) in the name of a custodian for the Participant (in the event the Participant is under a legal disability to have stock issued in the Participant's name), (c) in a manner giving effect to the status of such shares as community property, or (d) in street name for the benefit of any of the above with a broker designated by the Participant. No other names may be included in the Common Stock registration. The Corporation shall pay all issue or transfer taxes with respect to the issuance or transfer of shares of such Common Stock, as well as all fees and expenses necessarily incurred by the Corporation in connection with such issuance or transfer. ARTICLE VIII AMENDMENT AND TERMINATION 8.1 Amendment. The Committee shall have the right to amend or modify the Plan, in full or in part, at any time and from time to time; provided, however, that no amendment or modification shall: (a) affect any right or obligation with respect to any grant previously made, unless required by law, or (b) unless previously approved by the stockholders of the Corporation, where such approval is necessary to satisfy federal securities laws, the Code, or rules of any stock exchange on which the Corporation's Common Stock is listed: (1) in any manner materially affect the eligibility requirements set forth in Sections 3.1 and 3.3, or change the definition of Employer as set forth in Section 2.13, or (2) increase the number of shares of Common Stock subject to any options issued to Participants (except as provided in Sections 4.2 and 4.3). -10- 8.2 Termination. The Committee may terminate the Plan at any time in its sole and absolute discretion. The Plan shall be terminated by the Committee if at any time the number of shares of Common Stock authorized for purposes of the Plan is not sufficient to meet all purchase requirements, except as specified in Section 4.1. Upon termination of the Plan, the Administrator shall give notice thereof to Participants and shall terminate all payroll deductions. Cash balances then credited to Participants' Contribution Accounts shall be distributed as soon as practicable, without interest. ARTICLE IX MISCELLANEOUS 9.1 Employment Rights. Neither the establishment of the Plan, nor the grant of any Options thereunder, nor the exercise thereof shall be deemed to give to any Employee the right to be retained in the employ of the Corporation or any Subsidiary or to interfere with the right of the Corporation or any Subsidiary to discharge any Employee or otherwise modify the employment relationship at any time. 9.2 Tax Withholding. The Administrator may make appropriate provisions for withholding of federal, state, and local income taxes, and any other taxes, from a Participant's Compensation to the extent the Administrator deems such withholding to be legally required. 9.3 Rights Not Transferable. Rights and Options granted under this Plan are not transferable by the Participant other than by will or by the laws of descent and distribution and are exercisable only by the Participant during his or her lifetime. 9.4 No Repurchase of Stock by Corporation. The Corporation is under no obligation to repurchase from any Participant any shares of Common Stock acquired under the Plan. 9.5 Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of Delaware except to the extent such laws are preempted by the laws of the United States. 9.6 Stockholder Approval; Registration. The Plan was adopted by the Board of Directors of the Corporation on June 28, 2000 to be effective as of the Effective Date, provided that no payroll deductions may begin until a registration statement on Form S-8 filed under the Securities Act of 1933, as amended, covering the shares to be issued under the Plan, has become effective. The Plan is subject to approval by the stockholders of the Corporation within 12 months of approval by the Board of Directors. -11- * * * * * * * * * * * * * * The foregoing is hereby acknowledged as being the National Data Corporation 2000 Employee Stock Purchase Plan as adopted by the Board of Directors of the Corporation on June 28, 2000. NATIONAL DATA CORPORATION By: /s/ Suellyn P. Tornay ----------------------------- Its: Secretary -12- -----END PRIVACY-ENHANCED MESSAGE-----