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Exhibit 10.2
S1 CORPORATION
AMENDMENT
TO
SECURITY FIRST TECHNOLOGIES CORPORATION
1998 DIRECTORS' STOCK OPTION PLAN
The Security First Technologies Corporation 1998 Directors' Stock Option
Plan, as amended (the "Plan") is hereby amended as set forth below:
1. The Name of the Plan is changed to the S1 Corporation 1998
Directors' Stock Option Plan and references in the Plan to Security First
Technologies Corporation shall be deemed to refer to S1 Corporation.
2. The third sentence of Section 9(c) of the Plan is amended
to read in its entirety as follows:
Payment of the Option Price for the shares of Stock purchased
pursuant to the exercise of an Option shall be made (i) in cash or
in cash equivalents; (ii) through the tender to the Company of
shares of Stock that have been held by the Optionee for at least
six months, which shares shall be valued, for purposes of
determining the extent to which the Option Price has been paid
thereby, at their fair market value on the date of exercise; (iii)
by delivering a written direction to the Company that the Option
be exercised pursuant to a "cashless" exercise/sale procedure
(pursuant to which funds to pay for exercise of the option are
delivered to the Company by a broker upon receipt of stock
certificates from the Company) or a cashless exercise/loan
procedure (pursuant to which the optionees would obtain a margin
loan from a broker to fund the exercise) through a licensed broker
acceptable to the Company whereby the stock certificate or
certificates for the shares of Stock for which the Option is
exercised will be delivered to such broker as the agent for the
individual exercising the Option and the broker will deliver to
the Company cash (or cash equivalents acceptable to the Company)
equal to the Option Price for the shares of Stock purchased
pursuant to the exercise of the Option plus the amount (if any) of
federal and other taxes that the Company, may, in its judgment, be
required to withhold with respect to the exercise of the Option;
or (iv) by a combination of the methods described in (i), (ii),
and (iii); provided, however, that the Board may in its discretion
impose and set forth in the Option Agreement such limitations or
prohibitions on the use of shares of Stock to exercise Options as
it deems appropriate.
3. The Plan shall otherwise be unchanged by this Amendment.
* * *
The foregoing Amendment to the Plan was duly adopted and approved by the
Board of Directors of the Corporation by resolution at a meeting held on
December 16, 1999.
/s/ Nancy Kenley
-------------------------------------
Secretary
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