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Exhibit 99(a)
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National Data Corporation 1997 Stock Option Plan
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NATIONAL DATA CORPORATION
1997 STOCK OPTION PLAN
ARTICLE I
PURPOSE
1.1. GENERAL. The purpose of the National Data Corporation 1997 Stock
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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
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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
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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.
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"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.
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ARTICLE 4
ADMINISTRATION
4.1. COMMITTEE. The Plan shall be administered by the Compensation
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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
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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,
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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;
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(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
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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,
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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,
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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
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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
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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
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on the following terms and conditions:
(a) EXERCISE PRICE. The exercise price per share of Stock under an Option
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shall be determined by the Committee.
(b) TIME AND CONDITIONS OF EXERCISE. The Committee shall determine the
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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
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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
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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
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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
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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
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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
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for more than ten years from the date of its grant.
(c) LAPSE OF OPTION. An Incentive Stock Option shall lapse under the
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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
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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
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(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
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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
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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
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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
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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
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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
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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
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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
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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.
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8.5. BENEFICIARIES. Notwithstanding Section 8.4, a Participant may, in the
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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
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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
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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
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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
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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
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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.
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ARTICLE 9
CHANGES IN CAPITAL STRUCTURE
9.1. GENERAL. In the event a stock dividend is declared upon the Stock,
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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the Company and its Parents or Subsidiaries.
11.7. TITLES AND HEADINGS. The titles and headings of the Sections in the
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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,
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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
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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
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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
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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
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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
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Its: Secretary
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