Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FISERV, INC.
(Exact name of Registrant as specified in its charter)
Wisconsin 39-1506125
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
255 Fiserv Drive
Brookfield, Wisconsin 53045
(Address of Registrant's principal executive offices) (Zip Code)
Fiserv, Inc. Employee Stock Purchase Plan
Australian Employee Stock Purchase Plan
Canadian Employee Stock Purchase Plan
Singapore Employee Stock Purchase Plan
The Fiserv Group Savings-Related Share Option Plan
(Full title of plans)
KENNETH R. JENSEN
Senior Executive Vice President
Fiserv, Inc.
255 Fiserv Drive
Brookfield, Wisconsin 53045
Telephone: (262) 879-5000
(Name, address and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered (1) Registered (2)(3) Share (3)(4) Price (3)(4) Fee(3)(4)
- ------------- ---------- ----- ----- ---
<S> <C> <C> <C> <C>
Common Stock, 1,200,000 $34.75 $41,700,000 $11,008.80
$.01 par value, shares
including Preferred
Stock Purchase Rights
attached to the shares
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</TABLE>
(1) Pursuant to Instruction F of Form S-8 and Rule 416(c), there are
hereby registered an indeterminate amount of interests in the Employee
Stock Purchase Plan. Pursuant to Rule 457(h)(2), no separate fee is
required with respect to the interests in the Employee Stock Purchase
Plan.
(2) The number of shares of Common Stock to be registered and the
Preferred Stock Purchase Rights attached to the shares may be adjusted
in accordance with the provisions of the Plan in the event that,
during the period the Plan is in effect, the number of shares of
Common Stock are increased or decreased or changed into or exchanged
for a different number or kind of shares of stock or other securities
of the Company through reorganization, merger or consolidation,
recapitalization, stock split, split-up, combination, exchange of
shares, declaration of any Common Stock dividends or similar events
without receipt of consideration by the Company. Accordingly, this
Registration Statement covers, in addition to the number of shares of
Common Stock stated above, an indeterminate number of shares which by
reason of any such events may be issued in accordance with the
provisions of the Plan.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended (the
"Securities Act") and based upon the average of the high and low sales
prices for the Common Shares as reported on the Nasdaq National Market
System on April 5, 2000. Pursuant to Rule 429 under the Securities
Act, the prospectus included in this Registration Statement is a
combined prospectus also relating to the Registrant's Registration
Statement previously filed on Form S-8 No. 333-89957 on which 800,000
shares were registered and a filing fee in the amount of $6,699 was
previously paid to register these shares.
(4) The value attributable to the Preferred Stock Purchase Rights is
reflected in the market price of the Common Stock to which the Rights
are attached.
PART I
Information Required in the Section 10(a) Prospectus
The document or documents containing the information specified in Part I
are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
Fiserv, Inc. ("Fiserv" or the "Company") and each of the Fiserv, Inc.
Employee Stock Purchase Plan, the Australian Employee Stock Purchase Plan, the
Canadian Employee Stock Purchase Plan, the Singapore Employee Stock Purchase
Plan, and The Fiserv Group Savings-Related Share Option Plan, and (collectively,
the "Plans") hereby incorporate by reference in this Registration Statement the
following documents that have been filed with the Securities and Exchange
Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 as filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (the "Exchange Act");
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the annual report referred to in (a) above; and
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, dated September 3, 1986,
including any amendment or report filed for the purpose of updating
such description.
(d) The description of the Company's Preferred Purchase Rights contained
in the Company's Registration Statement on Form 8-A, dated February
23, 1998, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company and each of the Plans with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to this
Registration Statement 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 in this Registration Statement
and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the securities registered under
this Registration Statement will be passed upon by Charles W. Sprague, Esq.,
Executive Vice President, General Counsel and Secretary of the Company. Mr.
Sprague beneficially owns 84,697 shares of Fiserv Common Stock, which number
includes vested but unexercised stock options.
Item 6. Indemnification of Directors and Officers
In general, the Wisconsin Business Corporation Law provides that a
corporation shall indemnify directors and officers for all reasonable expenses
incurred in connection with the successful defense of actions arising in
connection with their service as directors and officers of the corporation. In
proceedings in which the director or officer is not successful in the defense
thereof, the Wisconsin Business Corporation Law provides that the corporation
shall indemnify a director or officer against liability unless the director or
officer breached or failed to perform a duty owed to the corporation and such
breach or failure meets certain specified criteria constituting, in general,
some act of misconduct. The Wisconsin Business Corporation Law specifically
states that it is the policy of Wisconsin to require or permit indemnification
in connection with a proceeding involving securities regulation, as described
therein, to the extent required or permitted as described above. In addition,
the corporation may reimburse a director or officer for his expenses in
defending against actions as they are incurred upon the director's or officer's
written request accompanied by a written affirmation of his good faith belief
that he has not breached or failed to perform his duties to the corporation and
a written undertaking to repay amounts advanced if it is ultimately determined
that indemnification is not required under the Wisconsin Business Corporation
Law. A court of law may order that the corporation provide indemnification to a
director or officer if the court finds that the director or officer is entitled
thereto under the applicable statutory provision or is fairly and reasonably
entitled thereto in view of all the relevant circumstances, whether or not such
indemnification is required under the applicable statutory provision.
The Wisconsin Business Corporation Law specifies various procedures
pursuant to which a director or officer may establish his right to
indemnification.
Provided that it is not determined by or on behalf of the corporation that
the director or officer breached or failed to perform a duty owed to the
corporation and such breach or failure meets certain specified criteria
constituting, in general, some act of misconduct, a Wisconsin corporation may
provide additional rights to indemnification under its articles of incorporation
or by-laws, by written agreement, by resolution of its board of directors or by
a vote of the holders of a majority of its outstanding shares.
The Registrant's By-laws provide for indemnification and advancement of
expenses of directors and officers to the fullest extent provided by the
Wisconsin Business Law. This provision is not exclusive of any other rights to
indemnification or the advancement of expenses to which a director or officer
may be entitled under any written agreement, resolution of directors, vote of
shareholders, by law or otherwise. The general effect of the foregoing
provisions may be to reduce the circumstances which an officer or director may
be required to bear the economic burden of the foregoing liabilities and
expenses.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
(a) Rule 415 Offering
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
end 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 a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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) Incorporating Subsequent Exchange Act Documents by Reference
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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) Indemnification for Liabilities arising under the Securities
Act of 1933
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act 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 and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirement 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 had duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Brookfield, State of Wisconsin on April 7, 2000.
FISERV, INC.
By: /S/KENNETH R. JENSEN
--------------------------
Kenneth R. Jensen
Senior Executive Vice
President and Treasurer
<PAGE>
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:
Chairman, Chief Executive April 7, 2000
* Officer, President and Director
- ---------------------- (Principal Executive Officer)
(Leslie M. Muma)
/S/KENNETH R. JENSEN Senior Executive Vice President, April 7, 2000
- ---------------------- Treasurer and Director (Principal
(Kenneth R. Jensen) Financial and Accounting Officer)
* Vice Chairman and Director April 7, 2000
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(Donald F. Dillon)
* Director April 7, 2000
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(George D. Dalton)
* Director April 7, 2000
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(Daniel P. Kearney)
* Director April 7, 2000
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(Gerald J. Levy)
* Director April 7, 2000
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(L. William Seidman)
* Director April 7, 2000
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(Thekla R. Shackelford)
*By: /S/KENNETH R. JENSEN
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(Kenneth R. Jensen, individually and as
attorney-in-fact for the persons indicated)
The Plans. Pursuant to the Securities Act of 1933, the Fiserv, Inc. Employee
Stock Purchase Plan Committee, which administers the Plans, has duly caused this
registration statement to be signed on behalf of the Plans, thereunto duly
authorized in the City of Brookfield, State of Wisconsin, on April 7, 2000.
FISERV, INC. EMPLOYEE STOCK PURCHASE PLAN COMMITTEE
By: /S/JACK P. BUCALO
-----------------------
Name: Jack P. Bucalo
Title: Member of the Fiserv, Inc. Employee Stock
Purchase Plan Committee
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
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4.1 Fiserv, Inc. Employee Stock Purchase Plan
4.2 Australian Employee Stock Purchase Plan
4.3 Canadian Employee Stock Purchase Plan
4.4 Singapore Employee Stock Purchase Plan
4.5 The Fiserv Group Savings-Related Share Option Plan
4.6 Rights Agreement, dated as of February 23, 1998,
between Fiserv, Inc. and Firstar Trust Company, as
Rights Agent (incorporated by reference to Exhibit
1 to the Company's Registration Statement on Form
8-A, dated February 23, 1998 (File No. 0-14948).
4.7 First Amendment to the Rights Agreement, dated
December 1, 1999, appointing EquiServe as
successor Rights Agent (incorporated by reference
to Exhibit 4.3 to the Company's Registration
Statement on Form S-8, dated April 7, 2000).
5.1 Opinion and consent of Charles W. Sprague, Esq.,
Executive Vice President, General Counsel
and Secretary of the Registrant as to the
legality of the Common Stock being Registered
23.1 Consent of Deloitte & Touche LLP, Independent
Auditors
23.2 Consent of Charles W. Sprague, Esq. is contained
in his opinion filed as Exhibit 5.1 to this
Registration Statement
24 Powers of Attorney
FISERV, INC. EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE.
The purpose of the Plan is to provide employees of Fiserv and its
Designated Subsidiaries with an opportunity to purchase Common Stock of Fiserv
through accumulated payroll deductions. It is the intention of Fiserv to have
the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the
Internal Revenue Code of 1986, as amended. The provisions of the Plan,
accordingly, shall be construed so as to extend and limit participation in a
manner consistent with the requirements of that section of the Code.
The Plan was approved by the Board of Directors of Fiserv and will be
effective on January 1, 2000. The Plan will not be presented for approval by the
Fiserv shareholders until the annual shareholder meeting to be held in March,
2000. If the Fiserv shareholders do not approve the Plan, any amounts deducted
from participant payroll checks will be refunded to the Plan participants and
the Plan will terminate.
2. DEFINITIONS.
a. "BOARD" shall mean (i) the Board of Directors of Fiserv or (ii) if and
to the extent that the Board has appointed a committee, whose members need not
be members of the Board of Directors, to exercise some or all of the functions
of the Board hereunder, such committee.
b. "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time. Reference to a section of the Code shall include that section and
any comparable section or sections of any future legislation that amends,
supplements or supersedes that section.
c. "COMMON STOCK" shall mean the Common Stock of Fiserv.
d. "COMPANY" shall mean Fiserv and any Designated Subsidiary of Fiserv.
Except where the context clearly requires otherwise, any reference to "Company"
in this Plan shall, with respect to a particular Employee, mean the entity by
which he or she is employed.
e. "COMPENSATION" shall mean the total wages, bonuses, commissions, and
overtime pay compensation paid with respect to an Offering Period by the Company
to an Employee for services performed during such Offering Period, including
deferrals described in Sections 415(c)(3)(D) and 132(f)(4) of the Code, but
excluding (i) extra compensation based upon special arrangements; (ii) deferred
compensation; (iii) reimbursed expenses (including, but not limited to, moving
expenses); (iv) expense allowances (including, but not limited to, travel and
entertainment expense allowance); (v) stock options and any gain or income
attributable thereto; (vi) imputed income with respect to any group life
insurance program maintained by the Company on behalf of an Employee; (vii)
referral payments, and (viii) other extra compensation (including, but not
limited to, cash and non-cash fringe benefits).
f. "DESIGNATED SUBSIDIARY" shall mean any Subsidiary that has been
designated by the Board from time to time in its sole discretion as eligible to
participate in the Plan.
g. "EMPLOYEE" shall mean a person employed by the Company on or after
January 1, 2000, whose customary employment with the Company is more than five
(5) months in any calendar year. Notwithstanding the preceding, any leased
employee, as defined in Code Section 414(n)(2), and any individual performing
services for the Employer as an independent contractor or other contract service
provider under the terms of a contract, agreement or other special arrangement
between the Company and the individual, or other third party, that the parties
do not contemplate being an employment relationship, shall not be considered as
an Employee for any purpose under the Plan.
h. "ENROLLMENT DATE" shall mean the first day of each Offering Period.
i. "FAIR MARKET VALUE" shall mean, as of any date, the closing sales price
for a share of Common Stock (or the closing bid, if no sales were reported) as
quoted on such exchange or system for the last market trading day on the date of
such DETERMINATION, AS REPORTED IN THE WALL STREET JOURNAL or such other source
as the Board deems reliable.
j. "FISERV" shall mean Fiserv, Inc., a Wisconsin corporation.
k. "GRANT/EXERCISE DATE" shall mean the last Trading Day of each Offering
Period.
l. "OFFERING PERIOD" shall mean each of the calendar quarters of each year.
The duration of Offering Periods may be changed pursuant to Section 4 of this
Plan.
m. "PLAN" shall mean this Employee Stock Purchase Plan.
n. "PURCHASE PRICE" shall mean an amount equal to 85% of the Fair Market
Value of a share of Common Stock on the Grant/Exercise Date, provided, however,
that the Purchase Price may be adjusted by the Board pursuant to Section 20.
o. "RESERVES" shall mean the number of shares of Common Stock covered by
each option under the Plan which have not yet been exercised and the number of
shares of Common Stock which have been authorized for issuance under the Plan
but not yet placed under option.
p. "SUBSIDIARY" shall mean a domestic or foreign corporation, of which not
less than 50% of the voting shares are held by Fiserv or a Subsidiary, whether
or not that entity now exists or is hereafter organized or acquired by Fiserv or
a Subsidiary.
q. "TRADING DAY" shall mean a day on which national stock exchanges and the
NASDAQ system are open for trading.
3. ELIGIBILITY.
a. Any Employee who is employed by the Company on a given Enrollment Date,
including an Employee who is on an authorized leave of absence of such date,
shall be eligible to participate in the Plan.
b. Any provisions of the Plan to the contrary notwithstanding, no Employee
shall be granted an option under the Plan (i) to the extent that, immediately
after the grant, such Employee (or any other person whose stock would be
attributed to such Employee pursuant to Section 424(d) of the Code) would own
capital stock of Fiserv or of any Subsidiary and/or hold outstanding options to
purchase such stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of the capital stock of Fiserv or of any
Subsidiary, or (ii) to the extent that his or her rights to purchase stock under
all employee stock purchase plans of Fiserv and its subsidiaries accrues at a
rate which exceeds twenty-five thousand dollars ($25,000) worth of stock
(determined at the fair market value of the shares at the time such option is
granted) for each calendar year in which such option is outstanding at any time.
4. OFFERING PERIODS.
The Plan shall be implemented by consecutive Offering Periods with a new
Offering Period commencing on the first day of the calendar quarters of each
year, or on such offer date as the Board shall determine, and continuing
thereafter until terminated in accordance with Section 20 hereof. The Board
shall have the power to change the duration of Offering Periods (including the
commencement dates thereof) with respect to future offerings without stockholder
approval if such change is announced at least five (5) days prior to the
scheduled beginning of the first Offering Period to be affected thereafter. 5.
PARTICIPATION.
a. An eligible Employee may become a participant in the Plan by completing
a participation agreement provided by the Company authorizing payroll deductions
and filing it with the Company's payroll office at least ten (10) business days
prior to the applicable Enrollment Date.
b. Payroll deductions for a participant shall commence on the first payroll
following the Enrollment Date and shall end on the last payroll in the Offering
Period to which such authorization is applicable, unless sooner terminated by
the participant as provided in Section 10 hereof.
6. PAYROLL DEDUCTIONS.
a. At the time a participant files his or her participation agreement, he
or she shall elect to have payroll deductions made on each pay day during the
Offering Period in any whole percentage, but not exceeding ten percent (10%) of
the Compensation which he or she receives on each pay day during the Offering
Period. Contributions to the Plan other than by payroll deduction are not
permitted. Unless the Board, in the future, determines otherwise, the maximum
amount that may be deducted from any participant's Compensation for the purpose
of purchasing Common Stock under this Plan shall not exceed twenty-one thousand
two hundred and fifty dollars ($21,250) in any single calendar year. A
participant who is under the age or 21 must have a parent's or guardian's
written permission to participate.
b. A participant may not change the amount of payroll deductions during an
Offering Period, but may change the amount to be deducted for any subsequent
Offering Period by filing notice thereof at least ten (10) business days prior
to the Enrollment Date on which the subsequent Offering Period commences.
c. A participant may discontinue his or her participation in the Plan as
provided in Section 10 hereof, during an Offering Period by completing and
filing with the Company a form provided for such purpose.
d. A participant's participation agreement shall remain in effect for
successive Offering Periods (including any portion of an Offering Period during
which the participant is on an authorized leave of absence, although payroll
deductions will be discontinued for any period for which the participant is not
receiving Compensation), unless terminated prior to an Offering Period as
provided in Section 10 hereof.
e. All payroll deductions made for a participant shall be credited to an
unfunded and unsecured bookkeeping account maintained on behalf of the
participant and deposited with the general funds of the Company
f. Notwithstanding the foregoing, to the extent necessary to comply with
Section 423(b)(8) of the Code and Section 3(b) hereof, a participant's payroll
deductions may be decreased to zero percent (0%) at any time during an Offering
Period. Payroll deductions shall recommence at the rate provided in such
participant's participation agreement for the first Offering Period that has a
Grant/Exercise Date in the following calendar year, unless terminated by the
participant as provided in Section 10 hereof.
g. At the time the option is exercised, in whole or in part, or at the time
some or all the Common Stock issued under the Plan is disposed of, the
participant must make adequate provision for the federal, state or other tax
withholding obligations, if any, that arise upon the exercise of the option or
the disposition of the Common Stock. At any time, the Company may, but shall not
be obligated to, withhold from the participant's compensation the amount
necessary for the Company to meet applicable withholding obligations, including
any withholding required to make available to Fiserv any tax deductions or
benefits attributable to sale or early disposition of Common Stock by the
Employee.
7. GRANT OF OPTION.
On the Grant/Exercise Date of each Offering Period, each eligible Employee
participating in such Offering Period shall be granted an option to purchase on
the Grant/Exercise Date of such Offering Period (at the applicable Purchase
Price) up to a number of shares of the Common Stock determined by dividing such
Employee's accumulated payroll deductions as of the Grant/Exercise Date by the
applicable Purchase Price; provided that in no event shall an Employee be
permitted to purchase during each Offering Period more than two thousand five
hundred (2,500) shares (subject to any adjustment pursuant to Section 19), and
provided further that such purchase shall be subject to the limitations set
forth in Sections 3(b) and 13 hereof. Exercise of the option shall occur as
provided in Section 8 hereof, unless the participant has withdrawn pursuant to
Section 10 hereof. The Option shall expire on the last day of the Offering
Period.
8. EXERCISE OF OPTION.
Unless a participant withdraws from the Plan, at least ten (10) business
days prior to the Grant/Exercise Date, as provided in Section 10 hereof, his or
her option for the purchase of shares shall be exercised automatically on the
Grant/Exercise Date, and the maximum number of shares (including fractional)
shall be purchased for such participant at the applicable Purchase Price with
the accumulated payroll deductions accumulated during the Offering Period.
During a participant's lifetime, a participant's option to purchase shares
hereunder is exercisable only by him or her.
9. DELIVERY.
As soon as administratively practicable following the Grant/Exercise Date,
the shares of Common Stock purchased on behalf of a participant pursuant to the
exercise of his or her option will be credited to an account with a transfer
agent or a securities brokerage firm, as determined by Fiserv, in the name of
the participant. By electing to participate in the Plan, a participant will be
deemed to authorize the establishment of an account in his or her name with the
transfer agent or securities brokerage firm selected by Fiserv. A participant
may request that the transfer agent or securities brokerage firm arrange,
subject to any applicable fee, for the delivery to the participant or an account
designated by the participant of some or all of the Common Stock held in the
participant's account. If the participant desires to sell some or all of his or
her shares of Common Stock held in his or her account, he or she may do so (i)
by disposing of the shares of Common Stock through the transfer agent or
securities brokerage firm, subject to any applicable fee, or (ii) through such
other means as Fiserv may permit.
10. WITHDRAWAL.
a. At any time during an Offering Period, a participant may terminate his
or her payroll deductions under the Plan and withdraw from the Offering Period
by delivering to the Company a notice of withdrawal in such form as the Company
provides. Such withdrawal may be elected at any time, but must be received no
later than ten (10) business days prior to the end of the Offering Period. Upon
withdrawal from the Offering Period by a participant, the Company shall
distribute to such participant all of his or her accumulated payroll deductions
under the Offering Period, without interest, and such participant's interest in
the Offering Period shall be automatically terminated. A participant's
withdrawal from an Offering Period will have no effect on his or her eligibility
to participate in subsequent Offering Periods that commence after the
termination of the Offering Period from which the participant withdraws, but the
participant will be required to deliver a new participation agreement in order
to participate in subsequent Offering Periods under the Plan.
b. A participant's withdrawal from an Offering Period shall not have any
effect upon his or her eligibility to participate in any similar plan, which may
hereafter be adopted by Fiserv.
11. TERMINATION OF EMPLOYMENT; LEAVE OF ABSENCE.
Upon a participant's ceasing to be an Employee for any reason, he or she
shall be deemed to have elected to withdraw from the Plan and his or her payroll
deductions accumulated during the Offering Period but not yet used to exercise
the option shall be returned to such participant or, in the case of his or her
death, to the person or persons entitled thereto under Section 15 hereof, and
such participant's option shall be automatically terminated. The preceding
sentence notwithstanding, a participant who receives payment in lieu of notice
of termination of employment shall be treated as continuing to be an Employee
for the participant's customary number of hours per week of employment during
the period in which the participant is subject to such payment in lieu of
notice. For purposes of this Section 11, a participant will not be deemed to
have terminated employment in the case of any leave of absence approved by the
Company.
12. INTEREST.
No interest shall accrue on the payroll deductions of a participant in the
Plan.
13. STOCK.
a. Subject to adjustment upon changes in capitalization of Fiserv as
provided in Section 19 hereof, the maximum number of shares of the Common Stock
which shall be made available for sale under the Plan shall be five hundred
thousand (500,000) shares, plus an annual increase to be added on the first day
of Fiserv's fiscal year beginning in 2001 equal to the least of (i) four hundred
thousand (400,000) shares, (ii) one percent (1%) of the shares of Common Stock
outstanding on such date or (iii) a lesser amount determined by the Board. If,
on a given Grant/Exercise Date, the number of shares with respect to which
options are to be exercised exceeds the number of shares then available under
the Plan, Fiserv shall make a pro rata allocation of the shares remaining
available for purchase in as uniform a manner as shall be practicable and as it
shall determine to be equitable.
b. A participant shall have no interest or voting right in shares covered
by his or her option until the option has been exercised.
c. Shares to be delivered to a participant under the Plan shall be
registered solely in the name of the participant.
d. Cash dividends attributable to shares allocated to participants'
accounts as of the record date for which such cash dividends are declared will
be used to purchase additional full or fractional shares of stock.
14. ADMINISTRATION.
The Plan shall be administered by the Board or a committee appointed by the
Board. The Board or the committee shall have full and exclusive discretionary
authority to construe, interpret and apply the terms of the Plan, to determine
eligibility and to adjudicate all disputed claims filed under the Plan. Every
finding, decision and determination made by the Board or the committee shall, to
the full extent permitted by law, be final and binding upon all parties.
15. DESIGNATION OF BENEFICIARY.
a. A participant may file with the Company, on a form provided by the
Company, a written designation of a beneficiary who is to receive any shares and
cash from the participant's account under the Plan in the event of such
participant's death subsequent to a Grant/Exercise Date on which the option is
exercised but prior to delivery to such participant of such shares and cash.
b. The designation of beneficiary may be changed by the participant at any
time by delivering written notice to the Company, on a form provided by the
Company. In the event of the death of a participant, and in the absence of a
beneficiary validly designated under the Plan who is living at the time of such
participant's death, the Board shall deliver such shares and/or cash to the
surviving legal spouse (if any) of the participant, or if there is no surviving
spouse, then to the estate of the participant.
16. TRANSFERABILITY.
Neither payroll deductions credited to a participant's account nor any
rights to exercise an option or to receive shares under the Plan may be
assigned, transferred, pledged or otherwise disposed of in any way (other than
as provided in Section 15 hereof) by the participant. Any such attempt at
assignment transfer, pledge or other disposition shall be without effect, except
that the Company may treat such act as an election to withdraw from an Offering
Period in accordance with Section 10 hereof.
17. USE OF FUNDS.
All payroll deductions received or held by the Company under the Plan may
be used by the Company for any corporate purpose, and the Company shall not be
obligated to segregate such payroll deductions.
18. REPORTS.
Individual accounts shall be maintained for each participant in the Plan.
Statements of account shall be given to participating Employees after the end of
each Offering Period setting forth with respect to such Offering Period the
number of shares purchased and the price per share thereof, and also setting
forth the total number of shares then held in each account.
19. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, LIQUIDATION, MERGER
OR ASSET SALE.
a. CHANGES IN CAPITALIZATION. Subject to any required action by the
stockholders of Fiserv, the Reserves, the maximum number of shares each
participant may purchase per Offering Period (pursuant to Section 7), as well as
the price per share and the number of shares of Common Stock covered by each
option under the Plan that has not yet been exercised, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of shares of Common Stock effected without receipt of
consideration by Fiserv; provided however, that conversion of any convertible
securities of Fiserv shall not be deemed to have been "effected without receipt
of consideration." Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. Except as
expressly provided herein, no issuance by Fiserv of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an option.
b. DISSOLUTION OR LIQUIDATION. In the event of the proposed dissolution or
liquidation of Fiserv, the Offering Period then in progress shall be shortened
by setting a new Grant/Exercise Date (the "New Grant/Exercise Date"), and shall
terminate immediately prior to the consummation of such proposed dissolution or
liquidation, unless provided otherwise by the Board. The New Grant/Exercise Date
shall be before the date of Fiserv's proposed dissolution or liquidation. The
Board shall notify each participant in writing, at least twenty-one (21)
business days prior to the New Grant/Exercise Date, that the Grant/Exercise Date
for the participant's option has been changed to the New Grant/Exercise Date and
that the participant's option shall be exercised automatically on the New
Grant/Exercise Date, unless prior to such date the participant has withdrawn
from the Offering Period as provided in Section 10 hereof.
c. MERGER OR ASSET SALE. In the event of a proposed sale of all or
substantially all of the assets of Fiserv, or the merger of Fiserv with or into
another corporation, each outstanding option shall be assumed or an equivalent
option substituted by the successor corporation or a parent or subsidiary of the
successor corporation. In the event that the successor corporation refuses to
assume or substitute for the option, the Offering Period then in progress shall
be shortened by setting a new Grant/Exercise Date (the "New Grant/Exercise
Date"). The New Grant/Exercise Date shall be before the date of Fiserv's
proposed sale or merger. The Board shall notify each participant in writing, at
least twenty-one (21) business days prior to the New Grant/Exercise Date, that
the Grant/Exercise Date for the participant's option has been changed to the New
Grant/Exercise Date and that the participant's option shall be exercised
automatically on the New Grant/Exercise Date, unless prior to such date the
participant has withdrawn from the Offering Period as provided in Section 10
hereof.
20. AMENDMENT OR TERMINATION.
a. The Board may at any time and for any reason terminate or amend the
Plan. Except as provided in Section 19, no such termination can affect options
previously granted. Nevertheless, an Offering Period may be terminated by the
Board of Directors on any Grant/Exercise Date if the Board determines that the
termination of the Offering Period or the Plan is in the best interest of Fiserv
and its stockholders. Except as provided in Section 19 and Section 20 hereof, no
amendment may make any change in any option theretofore granted that adversely
affects the rights of any participant. To the extent necessary to comply with
Section 423 of the Code (or any other applicable law, regulation or stock
exchange rule), Fiserv shall obtain shareholder approval in such a manner and to
such a degree as required.
b. Without stockholder approval or consent and without regard to whether
any participant rights may be considered to have been "adversely affected," the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock
for each participant properly correspond with amounts withheld from the
participant's Compensation, and establish such other limitations or procedures
as the Board (or its committee) determines in its sole discretion advisable,
that are consistent with the Plan.
c. In the event the Board determines that the ongoing operation of the Plan
may result in unfavorable financial accounting consequences, the Board may, in
its discretion and, to the extent necessary or desirable, modify or amend the
Plan to reduce or eliminate such accounting consequences including, but not
limited to:
i. altering the Purchase Price for any Offering Period, including an
Offering Period underway at the time of the change in Purchase
Price;
ii. shortening any Offering Period so that the Offering Period ends
on a new Grant/Exercise Date, including an Offering Period
underway at the time of the Board action; and
iii. allocating shares.
Such modifications or amendments shall not require stockholder approval or
the consent of any Plan participants.
21. NOTICES.
All notices or other communications by a participant to the Company under
or in connection with the Plan shall be deemed to have been duly given when
received in the form specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.
22. CONDITIONS UPON ISSUANCE OF SHARES.
Shares shall not be issued with respect to an option unless the exercise of
such option and the issuance and delivery of such shares pursuant thereto shall
comply with all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the shares may
then be listed, and shall be further subject to the approval of counsel for
Fiserv with respect to such compliance.
As a condition to the exercise of an option, the Company may require the
person exercising such option to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without any
present intention to sell or distribute such shares if, in the opinion of
counsel for Fiserv, such a representation is required by any of the
aforementioned applicable provisions of law.
23. TERM OF PLAN.
The Plan shall become effective on January 1, 2000. It shall continue in
effect for a term of ten (10) years unless sooner terminated under Section 20
hereof.
24. NO EMPLOYMENT RIGHTS.
The Plan does not, directly or indirectly, create in any Employee or class
of Employees any right with respect to continuation of employment by the
Company, and it may not be deemed to interfere in any way with the Company's
right to terminate, or otherwise modify, an Employee's employment at any time.
25. EFFECT OF PLAN.
The provisions of the Plan, in accordance with its terms, will be binding
upon, and inure to the benefit of, all successors of each Employee participating
in the Plan including, without limitation, the Employee's estate and the
executors, administrators or trustees thereof, heirs and legatees, and any
receiver, trustee in bankruptcy or representative of creditors of the Employee.
26. GOVERNING LAW.
The Plan will be construed, interpreted, applied and enforced in accordance
with the laws of the State of Wisconsin, other than its laws regarding choice of
laws, except to the extent that the state law is preempted by any federal law.
FISERV, INC.
AUSTRALIAN EMPLOYEE STOCK PURCHASE PLAN
1. Purpose.
The purpose of the Plan is to provide employees of Fiserv Australia and
Designated Subsidiaries with an opportunity to purchase Common Stock of Fiserv
through accumulated payroll deductions.
The Plan was approved by the Board of Directors of Fiserv and will be
effective on March 8, 2000. The Employee Stock Purchase Plan effective in the
United States (the "U.S. Plan") will be presented for approval by the Fiserv
shareholders at the annual shareholder meeting to be held in March, 2000. If the
Fiserv shareholders do not approve the U.S. Plan, this Plan will terminate and
any amounts deducted from participant payroll checks will be refunded to the
Plan participants.
2. Definitions.
(a) "Board" means (i) the Board of Directors of Fiserv or (ii) if and to
the extent that the Board has appointed a committee, whose members
need not be members of the Board of Directors, to exercise some or all
of the functions of the Board hereunder, such committee.
(b) "Common Stock" means the Common Stock of Fiserv.
(c) "Company" means Fiserv Australia and any other Designated Subsidiary
of Fiserv. Except where the context clearly requires otherwise, any
reference to "Company" in this Plan shall, with respect to a
particular Employee, mean the entity by which he or she is employed.
(d) "Compensation" means the total wages, bonuses, commissions, and
overtime pay compensation paid with respect to an Offering Period by
the Company to an Employee for services performed during such Offering
Period, but excluding (i) extra compensation based upon special
arrangements; (ii) deferred compensation; (iii) reimbursed expenses
(including, but not limited to, moving expenses); (iv) expense
allowances (including, but not limited to, travel and entertainment
expense allowance); (v) stock options and any gain or income
attributable thereto; (vi) imputed income with respect to any group
life insurance program maintained by the Company on behalf of an
Employee; (vii) referral payments, and (viii) other extra compensation
(including, but not limited to, cash and non-cash fringe benefits).
<PAGE>
(e) "Designated Subsidiary" means any Subsidiary that has been designated
by the Board from time to time in its sole discretion as eligible to
participate in the Plan.
(f) "Employee" means a person employed by the Company on or after March 8,
2000, whose customary employment with the Company is more than five
(5) months in any calendar year. Notwithstanding the preceding
sentence, (i) any individual performing services for the Company as an
independent contractor or other contract service provider under the
terms of a contract, agreement or other special arrangement between
the Company and the individual, or other third party, that the parties
do not contemplate being an employment relationship, and (ii) any
employees or groups of employees excluded from the Plan by the Board
shall not be considered as an Employee for any purpose under the Plan.
(g) "Enrollment Date" means the first day of each Offering Period.
(h) "Fair Market Value" means, as of any date, the closing sales price for
a share of Common Stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system for the last market
trading day on the date of such determination, as reported in The Wall
Street Journal or such other source as the Board deems reliable.
(i) "Fiserv" means Fiserv, Inc., a Wisconsin corporation.
(j) "Fiserv Australia" means Fiserv Australia Pty Limited, ACN 081 056
911, a company incorporated in the State of New South Wales,
Australia.
(k) "Foreign Plans" means the Plan, the Fiserv, Inc. Singapore Employee
Stock Purchase Plan, the Fiserv, Inc. Canadian Employee Stock Purchase
Plan, the Fiserv Group Savings-Related Share Option Plan, and other
plans so designated in the sole discretion of the Board.
(l) "Grant/Exercise Date" means the last Trading Day of each Offering
Period.
(m) "Offering Period" means each of the calendar quarters of each year.
The duration of Offering Periods may be changed pursuant to Section 4
of this Plan.
(n) "Plan" means this Australian Employee Stock Purchase Plan.
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<PAGE>
(o) "Purchase Price" means an amount equal to 85% of the Fair Market Value
of a share of Common Stock on the Grant/Exercise Date, provided,
however, that the Purchase Price may be adjusted by the Board pursuant
to Section 20.
(p) "Reserves" means the number of shares of Common Stock covered by each
option under the Plan that have not yet been exercised and the number
of shares of Common Stock that have been authorized for issuance under
the Plan but not yet placed under option.
(q) "Subsidiary" means a domestic or foreign corporation, of which not
less than 50% of the voting shares are held by Fiserv or a Subsidiary,
whether or not that entity now exists or is hereafter organized or
acquired by Fiserv or a Subsidiary.
(r) "Trading Day" means a day on which United States national stock
exchanges and the NASDAQ system are open for trading.
3. Eligibility.
(a) Any Employee who is employed by the Company on the date the Plan
becomes effective, as specified in Section 1, and thereafter, on a
given Enrollment Date, including an Employee who is on an authorized
leave of absence on such dates, shall be eligible to participate in
the Plan.
(b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) to the extent
that, immediately after the grant, such Employee would own capital
stock of Fiserv or of any Subsidiary and/or hold outstanding options
to purchase such stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of the capital
stock of Fiserv or of any Subsidiary, or (ii) to the extent that his
or her rights to purchase stock under all employee stock purchase
plans of Fiserv and its subsidiaries accrues at a rate that exceeds
twenty-five thousand United States dollars (U.S.$25,000) worth of
stock (determined at the fair market value of the shares on the
Grant/Exercise Date and converted into Australian dollars at the
exchange rate prevailing on such date in the manner referred to in the
last paragraph of Section 7) for each calendar year in which such
option is outstanding at any time.
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<PAGE>
4. Offering Periods.
The Plan shall be implemented by consecutive Offering Periods with a new
Offering Period commencing on the first day of the calendar quarters of each
year, or on such other date as the Board shall determine, and continuing
thereafter until terminated in accordance with Section 20 hereof. The Board
shall have the power to change the duration of Offering Periods (including the
commencement dates thereof) with respect to future offerings without stockholder
approval if such change is announced at least five (5) days prior to the
scheduled beginning of the first Offering Period to be affected thereafter.
5. Participation.
(a) An eligible Employee may become a participant in the Plan by
completing a participation agreement provided by the Company
authorizing payroll deductions and filing it with the Company's
payroll office at least ten (10) business days prior to the applicable
Enrollment Date.
(b) Payroll deductions for a participant shall commence on the first
payroll following the Enrollment Date and shall end on the last
payroll in the Offering Period to which such authorization is
applicable, unless sooner terminated by the participant as provided in
Section 10 hereof.
(c) Notwithstanding paragraphs 5(a) and (b) above, for purposes of
participation in the Plan for the year 2000 only, a participant who
has completed and filed a participation agreement may make a one-time
lump sum contribution, by personal check at the time of enrollment for
an amount not exceeding the total payroll deductions that would have
been made (prior to the commencement of deductions under paragraph
5(b)), had the participation agreement taken effect as of the first
payroll for the year 2000.
6. Payroll Deductions.
(a) At the time a participant files his or her participation agreement, he
or she shall elect to have payroll deductions made on each pay day
during the Offering Period in any whole percentage, but not exceeding
ten percent (10%) of the Compensation which he or she receives on each
pay day during the Offering Period. Subject to paragraph 5(c) above,
contributions to the Plan other than by payroll deduction are not
permitted. Unless the Board, in the future, determines otherwise, the
maximum amount that may be deducted from any participant's
Compensation for the purpose of purchasing Common Stock under this
Plan shall not exceed twenty-one thousand two hundred and fifty United
States dollars (U.S.$21,250) in any single calendar year (determined
at the Fair Market Value of the Common Stock on the Grant/Exercise
Date and converted into Australian dollars at the exchange rate
prevailing on such date in the manner referred to in the last
paragraph of Section 7). Any amount deducted that exceeds U.S.$21,250
shall be credited to the participant's account and applied to the
following year's contributions or, if such participant discontinues
participation in the Plan pursuant to paragraph 6(c) below, returned
to the participant. A participant who is under the age of 18 must have
a parent's or guardian's written permission to participate.
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<PAGE>
(b) A participant may not change the amount of payroll deductions during
an Offering Period, but may change the amount to be deducted for any
subsequent Offering Period by filing notice thereof at least ten (10)
business days prior to the Enrollment Date on which the subsequent
Offering Period commences.
(c) A participant may discontinue his or her participation in the Plan as
provided in Section 10 hereof, during an Offering Period by completing
and filing with the Company a form provided for such purpose.
(d) A participant's participation agreement shall remain in effect for
successive Offering Periods (including any portion of an Offering
Period during which the participant is on an authorized leave of
absence, although payroll deductions will be discontinued for any
period for which the participant is not receiving Compensation),
unless terminated prior to an Offering Period as provided in Section
10 hereof.
(e) All payroll deductions made for a participant shall be credited to an
unfunded and unsecured bookkeeping account maintained on behalf of the
participant and deposited with the general funds of the Company
(f) Notwithstanding the foregoing, to the extent necessary to comply with
Section 3(b) hereof, a participant's payroll deductions may be
decreased to zero percent (0%) at any time during an Offering Period.
Payroll deductions shall recommence at the rate provided in such
participant's participation agreement for the first Offering Period
that has a Grant/Exercise Date in the following calendar year, unless
terminated by the participant as provided in Section 10 hereof.
(g) At the time the option is exercised, in whole or in part, or at the
time some or all the Common Stock issued under the Plan is disposed
of, the participant must make adequate provision for the tax
obligations, if any, that arise upon the exercise of the option or the
disposition of the Common Stock. At any time, the Company may, but
shall not be obligated to, withhold from the participant's
compensation the amount necessary for the Company to meet applicable
withholding obligations, including any withholding required to make
available to Fiserv any tax deductions or benefits attributable to
sale or other disposition of Common Stock by the Employee.
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<PAGE>
7. Grant of Option.
On the Grant/Exercise Date of each Offering Period, each eligible Employee
participating in such Offering Period shall be granted an option to purchase on
the Grant/Exercise Date of such Offering Period (at the applicable Purchase
Price) up to a number of shares of the Common Stock determined by dividing such
Employee's accumulated payroll deductions as of the Grant/Exercise Date by the
applicable Purchase Price; provided that in no event shall an Employee be
permitted to purchase during each Offering Period more than two thousand five
hundred (2,500) shares (subject to any adjustment pursuant to Section 19), and
provided further that such purchase shall be subject to the limitations set
forth in Sections 3(b) and 13 hereof. Exercise of the option shall occur as
provided in Section 8 hereof, unless the participant has withdrawn pursuant to
Section 10 hereof. The Option shall expire on the last day of the Offering
Period.
Amounts accumulated in a participant's account shall be converted into U.S.
dollars on each Grant/Exercise Date by reference to the New York foreign
exchange selling rates reported in The Wall Street Journal for the last business
day immediately preceding such Grant/Exercise Date.
8. Exercise of Option.
Unless a participant withdraws from the Plan, at least ten (10) business
days prior to the Grant/Exercise Date, as provided in Section 10 hereof, his or
her option for the purchase of shares shall be exercised automatically on the
Grant/Exercise Date, and the maximum number of shares (including fractional)
shall be purchased for such participant at the applicable Purchase Price with
the accumulated payroll deductions accumulated during the Offering Period.
During a participant's lifetime, a participant's option to purchase shares
hereunder is exercisable only by him or her.
9. Delivery.
As soon as administratively practicable following the Grant/Exercise Date,
the shares of Common Stock purchased on behalf of a participant pursuant to the
exercise of his or her option will be credited to an account with a transfer
agent or a securities brokerage firm, as determined by Fiserv, in the name of
the participant. By electing to participate in the Plan, a participant will be
deemed to authorize the establishment of an account in his or her name with the
transfer agent or securities brokerage firm selected by Fiserv. A participant
may request that the transfer agent or securities brokerage firm arrange,
subject to any applicable fee, for the delivery to the participant or an account
designated by the participant of some or all of the Common Stock held in the
participant's account. If the participant desires to sell some or all of his or
her shares of Common Stock held in his or her account, he or she may do so (i)
by disposing of the shares of Common Stock through the transfer agent or
securities brokerage firm, subject to any applicable fee, or (ii) through such
other means as Fiserv may permit.
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<PAGE>
10. Withdrawal.
(a) At any time during an Offering Period, a participant may terminate his
or her payroll deductions under the Plan and withdraw from the
Offering Period by delivering to the Company a notice of withdrawal in
such form as the Company provides. Such withdrawal may be elected at
any time, but must be received no later than ten (10) business days
prior to the end of the Offering Period. Upon withdrawal from the
Offering Period by a participant, the Company shall distribute to such
participant all of his or her accumulated payroll deductions under the
Offering Period, without interest, and such participant's interest in
the Offering Period shall be automatically terminated. A participant's
withdrawal from an Offering Period will have no effect on his or her
eligibility to participate in subsequent Offering Periods that
commence after the termination of the Offering Period from which the
participant withdraws, but the participant will be required to deliver
a new participation agreement in order to participate in subsequent
Offering Periods under the Plan.
(b) A participant's withdrawal from an Offering Period shall not have any
effect upon his or her eligibility to participate in any similar plan,
which may hereafter be adopted by Fiserv.
11. Termination of Employment; Leave of Absence.
Upon a participant's ceasing to be an Employee for any reason, he or she
shall be deemed to have elected to withdraw from the Plan and his or her payroll
deductions accumulated during the Offering Period but not yet used to exercise
the option shall be returned to such participant or, in the case of his or her
death, to the person or persons entitled thereto under Section 15 hereof, and
such participant's option shall be automatically terminated. The preceding
sentence notwithstanding, a participant who receives payment in lieu of notice
of termination of employment shall be treated as continuing to be an Employee
for the participant's customary number of hours per week of employment during
the period in which the participant is subject to such payment in lieu of
notice. For purposes of this Section 11, a participant will not be deemed to
have terminated employment in the case of any leave of absence approved by the
Company.
12. Interest.
No interest shall accrue on the payroll deductions of a participant in the
Plan.
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<PAGE>
13. Stock.
(a) Subject to adjustment upon changes in capitalization of Fiserv as
provided in Section 19 hereof, the maximum aggregate number of shares
of the Common Stock that shall be made available for sale under the
U.S. Plan and the Foreign Plans shall be five hundred thousand
(500,000) shares, plus an annual increase to be added on the first day
of Fiserv's fiscal year beginning in 2001 equal to the least of (i)
four hundred thousand (400,000) shares, (ii) one percent (1%) of the
shares of Common Stock outstanding on such date or (iii) a lesser
amount determined by the Board. If, on a given Grant/Exercise Date,
the number of shares with respect to which options are to be exercised
exceeds the number of shares then available under the Plan, Fiserv
shall make a pro rata allocation of the shares remaining available for
purchase in as uniform a manner as shall be practicable and as it
shall determine to be equitable.
(b) A participant shall have no interest or voting right in shares covered
by his or her option until the option has been exercised.
(c) Shares to be delivered to a participant under the Plan shall be
registered solely in the name of the participant.
(d) Cash dividends attributable to shares allocated to participants'
accounts as of the record date for which such cash dividends are
declared will be used to purchase additional full or fractional shares
of stock.
14. Administration.
The Plan shall be administered by the Board or a committee appointed by the
Board. The Board or the committee shall have full and exclusive discretionary
authority to construe, interpret and apply the terms of the Plan, to determine
eligibility and to adjudicate all disputed claims filed under the Plan. Every
finding, decision and determination made by the Board or the committee shall, to
the full extent permitted by law, be final and binding upon all parties.
15. Designation of Beneficiary.
(a) A participant may file with the Company, on a form provided by the
Company, a written designation of a beneficiary who is to receive any
shares and cash from the participant's account under the Plan in the
event of such participant's death subsequent to a Grant/Exercise Date
on which the option is exercised but prior to delivery to such
participant of such shares and cash.
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<PAGE>
(b) The designation of beneficiary may be changed by the participant at
any time by delivering written notice to the Company, on a form
provided by the Company. In the event of the death of a participant,
and in the absence of a beneficiary validly designated under the Plan
who is living at the time of such participant's death, the Board shall
deliver such shares and/or cash to the surviving legal spouse (if any)
of the participant, or if there is no surviving spouse, then to the
estate of the participant.
16. Transferability.
Neither payroll deductions credited to a participant's account nor any
rights to exercise an option or to receive shares under the Plan may be
assigned, transferred, pledged or otherwise disposed of in any way (other than
as provided in Section 15 hereof) by the participant. Any such attempt at
assignment transfer, pledge or other disposition shall be without effect, except
that the Company may treat such act as an election to withdraw from an Offering
Period in accordance with Section 10 hereof.
17. Use of Funds.
All payroll deductions received or held by the Company under the Plan may
be used by the Company for any corporate purpose, and the Company shall not be
obligated to segregate such payroll deductions.
18. Reports.
Individual accounts shall be maintained for each participant in the Plan.
Statements of account shall be given to participating Employees after the end of
each Offering Period setting forth with respect to such Offering Period the
number of shares purchased and the price per share thereof, and also setting
forth the total number of shares then held in each account.
19. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,
Merger or Asset Sale.
(a) Changes in Capitalization. Subject to any required action by the
stockholders of Fiserv, the Reserves, the maximum number of shares
each participant may purchase per Offering Period (pursuant to Section
7), as well as the price per share and the number of shares of Common
Stock covered by each option under the Plan that has not yet been
exercised, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from
a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or
decrease in the number of shares of Common Stock effected without
receipt of consideration by Fiserv; provided however, that conversion
of any convertible securities of Fiserv shall not be deemed to have
been "effected without receipt of consideration." Such adjustment
shall be made by the Board, whose determination in that respect shall
be final, binding and conclusive. Except as expressly provided herein,
no issuance by Fiserv of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number
or price of shares of Common Stock subject to an option.
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<PAGE>
(b) Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of Fiserv, the Offering Period then in progress shall
be shortened by setting a new Grant/Exercise Date (the "New
Grant/Exercise Date"), and shall terminate immediately prior to the
consummation of such proposed dissolution or liquidation, unless
provided otherwise by the Board. The New Grant/Exercise Date shall be
before the date of Fiserv's proposed dissolution or liquidation. The
Board shall notify each participant in writing, at least twenty-one
(21) business days prior to the New Grant/Exercise Date, that the
Grant/Exercise Date for the participant's option has been changed to
the New Grant/Exercise Date and that the participant's option shall be
exercised automatically on the New Grant/Exercise Date, unless prior
to such date the participant has withdrawn from the Offering Period as
provided in Section 10 hereof.
(c) Merger or Asset Sale. In the event of a proposed sale of all or
substantially all of the assets of Fiserv, or the merger of Fiserv
with or into another corporation, each outstanding option shall be
assumed or an equivalent option substituted by the successor
corporation or a parent or subsidiary of the successor corporation. In
the event that the successor corporation refuses to assume or
substitute for the option, the Offering Period then in progress shall
be shortened by setting a new Grant/Exercise Date (the "New
Grant/Exercise Date"). The New Grant/Exercise Date shall be before the
date of Fiserv's proposed sale or merger. The Board shall notify each
participant in writing, at least twenty-one (21) business days prior
to the New Grant/Exercise Date, that the Grant/Exercise Date for the
participant's option has been changed to the New Grant/Exercise Date
and that the participant's option shall be exercised automatically on
the New Grant/Exercise Date, unless prior to such date the participant
has withdrawn from the Offering Period as provided in Section 10
hereof.
10
<PAGE>
20. Amendment or Termination.
(a) The Board may at any time and for any reason terminate or amend the
Plan. Except as provided in Section 19, no such termination can affect
options previously granted. Nevertheless, an Offering Period may be
terminated by the Board of Directors on any Grant/Exercise Date if the
Board determines that the termination of the Offering Period or the
Plan is in the best interest of Fiserv and its stockholders. Except as
provided in Section 19 and Section 20 hereof, no amendment may make
any change in any option theretofore granted that adversely affects
the rights of any participant. To the extent necessary to comply with
any applicable law, regulation or stock exchange rule, Fiserv shall
obtain shareholder approval in such a manner and to such a degree as
required.
(b) Without stockholder approval or consent and without regard to whether
any participant rights may be considered to have been "adversely
affected," the Board (or its committee) shall be entitled to change
the Offering Periods, limit the frequency and/or number of changes in
the amount withheld during an Offering Period, establish, subject to
Section 7, the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess
of the amount designated by a participant in order to adjust for
delays or mistakes in the Company's processing of properly completed
withholding elections, establish reasonable waiting and adjustment
periods and/or accounting and crediting procedures to ensure that
amounts applied toward the purchase of Common Stock for each
participant properly correspond with amounts withheld from the
participant's Compensation, and establish such other limitations or
procedures as the Board (or its committee) determines in its sole
discretion advisable, that are consistent with the Plan.
(c) In the event the Board determines that the ongoing operation of the
Plan may result in unfavorable financial accounting consequences, the
Board may, in its discretion and, to the extent necessary or
desirable, modify or amend the Plan to reduce or eliminate such
accounting consequences including, but not limited to:
(i) altering the Purchase Price for any Offering Period, including an
Offering Period underway at the time of the change in Purchase
Price;
(ii) shortening any Offering Period so that the Offering Period ends
on a new Grant/Exercise Date, including an Offering Period
underway at the time of the Board action; and
(iii) allocating shares.
11
<PAGE>
Such modifications or amendments shall not require stockholder approval or
the consent of any Plan participants.
21. Notices.
All notices or other communications by a participant to the Company under
or in connection with the Plan shall be deemed to have been duly given when
received in the form specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.
22. Conditions Upon Issuance of Shares.
Shares shall not be issued with respect to an option unless the exercise of
such option and the issuance and delivery of such shares pursuant thereto shall
comply with all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the shares may
then be listed, and shall be further subject to the approval of counsel for
Fiserv with respect to such compliance.
As a condition to the exercise of an option, Fiserv may require the person
exercising such option to represent and warrant at the time of any such exercise
that the shares are being purchased only for investment and without any present
intention to sell or distribute such shares if, in the opinion of counsel for
Fiserv, such a representation is required by any of the aforementioned
applicable provisions of law.
23. Term of Plan.
The Plan shall become effective on March 8, 2000. It shall continue in
effect for a term of ten (10) years unless sooner terminated under Section 20
hereof.
24. No Employment Rights.
The Plan does not, directly or indirectly, create in any Employee or class
of Employees any right with respect to continuation of employment by the
Company, and it may not be deemed to interfere in any way with the Company's
right to terminate, or otherwise modify, an Employee's employment at any time.
12
<PAGE>
25. Effect of Plan.
The provisions of the Plan, in accordance with its terms, will be binding
upon, and inure to the benefit of, all successors of each Employee participating
in the Plan including, without limitation, the Employee's estate and the
executors, administrators or trustees thereof, heirs and legatees, and any
receiver, trustee in bankruptcy or representative of creditors of the Employee.
26. Governing Law.
The Plan will be construed, interpreted, applied and enforced in accordance
with the laws of the United States and the State of Wisconsin, other than with
respect to laws regarding choice of laws, except to the extent that the
Wisconsin state law is preempted by any United States federal law.
13
FISERV, INC.
CANADIAN EMPLOYEE STOCK PURCHASE PLAN
1. Purpose
The purpose of the Plan is to provide employees of Fiserv Canada and any other
Designated Subsidiaries of Fiserv with an opportunity to purchase Common Shares
of Fiserv through accumulated payroll deductions.
The Plan was approved by the Board of Directors of Fiserv and will be effective
on ____________________, 2000. The Employee Stock Purchase Plan effective in the
United States (the "U.S. Plan") will be presented for approval by the Fiserv
shareholders at the annual shareholder meeting to be held in March, 2000. If the
Fiserv shareholders do not approve the U.S. Plan, this Plan will terminate and
any amounts deducted from participant payroll checks will be refunded to the
Plan participants.
2. Definitions
(a) "Board" shall mean (i) the Board of Directors of Fiserv or (ii) if and
to the extent that the Board has appointed a committee, whose members
need not be members of the Board of Directors, to exercise some or all
of the functions of the Board hereunder, such committee.
(b) "Common Shares" shall mean shares in the common stock of Fiserv.
(c) "Company" shall mean Fiserv Canada and any other Designated Subsidiary
of Fiserv. Except where the context clearly requires otherwise, any
reference to "Company" in this Plan shall, with respect to a
particular Employee, mean the entity by which he or she is employed.
(d) "Compensation" shall mean the total wages, bonuses, commissions, and
overtime pay compensation paid with respect to an Offering Period by
the Company to an Employee for services performed during such Offering
Period, but excluding (i) extra compensation based upon special
arrangements; (ii) deferred compensation; (iii) reimbursed expenses
(including, but not limited to, moving expenses); (iv) expense
allowances (including, but not limited to, travel and entertainment
expense allowance); (v) stock options and any gain or income
attributable thereto; (vi) imputed income with respect to any group
life insurance program maintained by
(d) the Company on behalf of an Employee; (vii) referral payments, and
(viii) other extra compensation (including, but not limited to, cash
and non-cash fringe benefits).
<PAGE>
(e) "Designated Subsidiary" shall mean any Subsidiary that has been
designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.
(f) "Employee" shall mean a person employed by the Company on or after o,
2000, [Draft Note: Effective Date] whose customary employment with the
Company is more than five (5) months in any calendar year.
Notwithstanding the preceding sentence, (i) any individual performing
services for the Company as an independent contractor or other
contract service provider under the terms of a contract, agreement or
other special arrangement between the Company and the individual, or
other third party, that the parties do not contemplate being an
employment relationship, and (ii) any employees or groups of employees
excluded from the Plan by the Board shall not be considered as an
Employee for any purpose under the Plan.
(g) "Enrollment Date" shall mean the first day of each Offering Period.
(h) "Fair Market Value" shall mean, as of any date, the closing sale price
for a Common Share (or the closing bid, if no sales were reported) as
quoted on such exchange or system for the last market trading day on
the date of such determination, as reported in The Wall Street Journal
or such other source as the Board deems reliable, or, if the Common
Shares are not then listed on any stock exchange or quoted on any
quotation system, as reported on the over-the-counter market on which
the greatest volume of Common Shares traded during such period.
(i) "Fiserv" shall mean Fiserv, Inc., a Wisconsin corporation.
(j) "Fiserv Canada" shall mean Fiserv Solutions of Canada Inc., an Ontario
corporation.
(k) "Foreign Plans" shall mean the Plan, the Fiserv, Inc. Australian
Employee Stock Purchase Plan, the Fiserv, Inc. Singapore Employee
Stock Purchase Plan, the Fiserv Group Savings - Related Share Option
Plan, and other plans so designated in the sole discretion of the
Board.
(l) "Grant/Exercise Date" shall mean the last Trading Day of each Offering
Period.
(m) "Offering Period" shall mean each of the calendar quarters of each
year. The duration of Offering Periods may be changed pursuant to
Section 4 of this Plan.
2
<PAGE>
(n) "Plan" shall mean this Canadian Employee Stock Purchase Plan.
(o) "Purchase Price" shall mean an amount equal to 85% of the Fair Market
Value of a Common Share on the Grant/Exercise Date, provided, however,
that the Purchase Price may be adjusted by the Board pursuant to
Section 20.
(p) "Reserves" shall mean the number of Common Shares covered by each
option under the Plan which have not yet been exercised and the number
of Common Shares which have been authorized for issuance under the
Plan but not yet placed under option.
(q) "Subsidiary" shall mean a corporation of which greater than 50% of the
voting shares are held by Fiserv or a Subsidiary, whether or not that
entity now exists or is hereafter organized or acquired by Fiserv or a
Subsidiary.
(r) "Trading Day" shall mean a day on which national stock exchanges and
the NASDAQ system are open for trading.
3. Eligibility
(a) Any Employee who is employed by the Company on the date the Plan
becomes effective, as specified in Section 1, and thereafter, on a
given Enrollment Date, including an Employee who is on an authorized
leave of absence on such dates, shall be eligible to participate in
the Plan.
(b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) to the extent
that, immediately after the grant, such Employee would own,
beneficially, capital stock of Fiserv or of any Subsidiary and/or hold
outstanding options to purchase such stock possessing five percent
(5%) or more of the total combined voting power or value of all
classes of the capital stock of Fiserv or of any Subsidiary, or (ii)
to the extent that his or her rights to purchase stock under all
employee stock purchase plans of Fiserv and its subsidiaries accrues
at a rate which exceeds twenty-five thousand United States dollars
(U.S. $25,000) worth of stock (determined at the Fair Market Value of
the Common Shares on the Grant/Exercise Date and converted into
Canadian dollars at the exchange rate prevailing on such date in the
manner referred to in the last paragraph of Section 7) for each
calendar year in which such option is outstanding at any time.
3
<PAGE>
4. Offering Periods
The Plan shall be implemented by consecutive Offering Periods with a new
Offering Period commencing on the first day of the calendar quarters of each
year, or on such offer date as the Board shall determine, and continuing
thereafter until terminated in accordance with Section 20 hereof. The Board
shall have the power to change the duration of Offering Periods (including the
commencement dates thereof) with respect to future offerings without shareholder
approval if such change is announced at least five (5) days prior to the
scheduled beginning of the first Offering Period to be affected thereafter.
5. Participation
(a) An eligible Employee may become a participant in the Plan by
completing a participation agreement provided by the Company
authorizing payroll deductions and filing it with the Company's
payroll office at least ten (10) business days prior to the applicable
Enrollment Date.
(b) Payroll deductions for a participant shall commence on the first
payroll following the Enrollment Date and shall end on the last
payroll in the Offering Period to which such authorization is
applicable, unless sooner terminated by the participant as provided in
Section 10 hereof.
(c) Notwithstanding paragraphs 5(a) and (b) above, for purposes of
participation in the Plan for the year 2000 only, a participant who
has completed and filed a participation agreement may submit a cheque
for an amount not exceeding the total payroll deductions that would
have been made (prior to the commencement of deductions under
paragraph 5(b)) had the participation agreement taken effect as of the
first payroll for the year 2000.
4
<PAGE>
6. Payroll Deductions
(a) At the time a participant files his or her participation agreement, he
or she shall elect to have payroll deductions made on each pay day
during the Offering Period in any whole percentage, but not exceeding
ten percent (10%) of the Compensation which he or she receives on each
pay day during the Offering Period. Subject to paragraph 5(c) above,
contributions to the Plan other than by payroll deduction are not
permitted. Unless the Board, in the future, determines otherwise, the
maximum amount that may be deducted from any participant's
Compensation for the purpose of purchasing Common Shares under this
Plan shall not exceed twenty-one thousand two-hundred and fifty United
States dollars (U.S. $21,250) in any single calendar year (determined
at the Fair Market Value of the Common Shares on the Grant/Exercise
Date and converted into Canadian dollars at the exchange rate
prevailing on such date in the manner referred to in the last
paragraph of Section 7). Any amount deducted which exceeds U.S.$21,250
shall be credited to the participant's account and applied to the
following year's contributions or, if such participant discontinues
participation in the Plan pursuant to paragraph 6(c) below, returned
to the participant. A participant who is under the age of 19 must have
a parent's or guardian's written permission to participate.
(b) A participant may not change the amount of payroll deductions during
an Offering Period, but may change the amount to be deducted for any
subsequent Offering Period by filing notice thereof at least ten (10)
business days prior to the Enrollment Date on which the subsequent
Offering Period commences.
(c) A participant may discontinue his or her participation in the Plan as
provided in Section 10 hereof, during an Offering Period by completing
and filing with the Company a form provided for such purpose.
(d) A participant's participation agreement shall remain in effect for
successive Offering Periods (including any portion of an Offering
Period during which the participant is on an authorized leave of
absence, although payroll deductions will be discontinued for any
period for which the participant is not receiving Compensation),
unless terminated prior to an Offering Period as provided in Section
10 hereof.
(e) All payroll deductions made for a participant shall be credited to an
unfunded and unsecured bookkeeping account maintained on behalf of the
participant and deposited with the general funds of the Company.
(f) Notwithstanding the foregoing, to the extent necessary to comply with
Section 3(b) hereof, a participant's payroll deductions may be
decreased to zero percent (0%) at any time during an Offering Period.
Payroll deductions shall recommence at the rate provided in such
participant's participation agreement for the first Offering Period
that has a Grant/Exercise Date in the following calendar year, unless
terminated by the participant as provided in Section 10 hereof.
7. Grant of Option
On the Grant/Exercise Date of each Offering Period, each eligible Employee
participating in such Offering Period shall be granted an option to purchase on
the Grant/Exercise Date of such Offering Period (at the applicable Purchase
Price) up to a number of Common Shares determined by dividing such Employee's
accumulated payroll deductions as of the Grant/Exercise Date by the applicable
Purchase Price; provided that in no event shall an Employee be permitted to
purchase during each Offering Period more than two thousand five hundred (2,500)
Common Shares (subject to any adjustment pursuant to Section 19), and provided
further that such purchase shall be subject to the limitations set forth in
Sections 3(b) and 13 hereof. Exercise of the option shall occur as provided in
Section 8 hereof, unless the participant has withdrawn pursuant to Section 10
hereof. The option shall expire on the last day of the Offering Period.
Amounts accumulated in a participant's account shall be converted into U.S.
dollars on each Grant/Exercise Date by reference to the New York foreign
exchange selling rates reported in The Wall Street Journal for the last business
day immediately preceding such Grant/Exercise Date.
8. Exercise of Option
Unless a participant withdraws from the Plan, at least ten (10) business days
prior to the Grant/Exercise Date, as provided in Section 10 hereof, his or her
option for the purchase of Common Shares shall be exercised automatically on the
Grant/Exercise Date, and the maximum number of Common Shares (including
fractional) shall be purchased for such participant at the applicable Purchase
Price with the accumulated payroll deductions accumulated during the Offering
Period. During a participant's lifetime, a participant's option to purchase
Common Shares hereunder is exercisable only by him or her.
9. Delivery
As soon as administratively practicable following the Grant/Exercise Date, the
Common Shares purchased on behalf of a participant pursuant to the exercise of
his or her option will be credited to an account with a transfer agent or a
securities brokerage firm, as determined by Fiserv, in the name of the
participant. By electing to participate in the Plan, a participant will be
deemed to authorize the establishment of an account in his or her name with the
transfer agent or securities brokerage firm selected by Fiserv. A participant
may request that the transfer agent or securities brokerage firm arrange,
subject to any applicable fee, for the delivery to the participant or an account
designated by the participant of some or all of the Common Shares held in the
participant's account. If the participant desires to sell some or all of his or
her Common Shares held in his or her account, he or she may do so (i) by
disposing of the Common Shares through the transfer agent or securities
brokerage firm, subject to applicable law and any applicable fee, or (ii)
through such other means as Fiserv may permit.
7
<PAGE>
10. Withdrawal
(a) At any time during an Offering Period, a participant may terminate his
or her payroll deductions under the Plan and withdraw from the
Offering Period by delivering to the Company a notice of withdrawal in
such form as the Company provides. Such withdrawal may be elected at
any time, but must be received no later than ten (10) business days
prior to the end of the Offering Period. Upon withdrawal from the
Offering Period by a participant, the Company shall distribute to such
participant all of his or her accumulated payroll deductions under the
Offering Period, without interest, and such participant's interest in
the Offering Period shall be automatically terminated. A participant's
withdrawal from an Offering Period will have no effect on his or her
eligibility to participate in subsequent Offering Periods that
commence after the termination of the Offering Period from which the
participant withdraws, but the participant will be required to deliver
a new participation agreement in order to participate in subsequent
Offering Periods under the Plan.
(b) A participant's withdrawal from an Offering Period shall not have any
effect upon his or her eligibility to participate in any similar plan,
which may hereafter be adopted by Fiserv.
11. Termination of Employment; Leave of Absence
Upon a participant's ceasing to be an Employee for any reason, his or her
participation in the Plan will terminate and he or she shall be deemed to have
elected to withdraw from the Plan and his or her payroll deductions accumulated
during the Offering Period but not yet used to exercise the option shall be
returned to such participant or, in the case of his or her death, subject to
applicable law, to the person or persons entitled thereto under Section 15
hereof, and such participant's option shall be automatically terminated.
Notwithstanding the preceding sentence, if a participant is terminated from
employment with the Company without cause, he or she will be entitled to
continue to participate in the Plan for a period no longer than the applicable
employment standards notice period. For purposes of this Section 11, a
participant will not be deemed to have terminated employment in the case of any
leave of absence approved by the Company.
7
<PAGE>
12. Interest
No interest shall accrue on the payroll deductions of a participant in the Plan.
13. Common Shares
(a) The Common Shares subject to issuance under the terms of the Plan
shall be authorized but unissued shares, previously issued shares
reacquired and held by Fiserv or shares purchased on the open market.
Subject to adjustment upon changes in capitalization of Fiserv as
provided in Section 19 hereof, the maximum aggregate number of Common
Shares which shall be made available for sale under the U.S. Plan and
the Foreign Plans, together, shall be five hundred thousand (500,000)
Common Shares, plus an annual increase to be added on the first day of
Fiserv's fiscal year beginning in 2001 equal to the least of (i) four
hundred thousand (400,000) Common Shares, (ii) one percent (1%) of the
Common Shares outstanding on such date or (iii) a lesser amount
determined by the Board. If, on a given Grant/Exercise Date, the
number of Common Shares with respect to which options are to be
exercised exceeds the number of Common Shares then available under the
Plan, Fiserv shall make a pro rata allocation of the Common Shares
remaining available for purchase in as uniform a manner as shall be
practicable and as it shall determine to be equitable.
(b) A participant shall have no interest or voting right in Common Shares
covered by his or her option until the option has been exercised.
(c) Common Shares to be delivered to a participant under the Plan upon
request of the transfer agent or securities brokerage firm pursuant to
Section 9 shall be registered solely in the name of the participant.
(d) Cash dividends attributable to Common Shares allocated to
participants' accounts as of the record date for which such cash
dividends are declared will be used to purchase additional full or
fractional Common Shares. Such purchases shall be made by the transfer
agent or securities brokerage firm selected by Fiserv to assist with
the Plan, on behalf of the participant, on the open market.
14. Administration
The Plan shall be administered by the Board or a committee appointed by the
Board. The Board or the committee shall have full and exclusive discretionary
authority to construe, interpret and apply the terms of the Plan, to determine
eligibility and to adjudicate all disputed claims filed under the Plan. Every
finding, decision and determination made by the Board or the committee shall, to
the full extent permitted by law, be final and binding upon all parties.
8
<PAGE>
15. Designation of Beneficiary
(a) A participant may file with the Company, on a form provided by the
Company, a written designation of a beneficiary who, subject to
applicable law, is to receive any shares and cash from the
participant's account under the Plan in the event of such
participant's death subsequent to a Grant/Exercise Date on which the
option is exercised but prior to delivery to such participant of such
Common Shares and cash.
(b) Subject to applicable law, the designation of beneficiary may be
changed by the participant at any time by delivering written notice to
the Company, on a form provided by the Company. In the event of the
death of a participant, and in the absence of a beneficiary validly
designated under the Plan who is living at the time of such
participant's death, the Board shall, subject to applicable law,
deliver such Common Shares and/or cash to the surviving legal spouse
(if any) of the participant, or if there is no surviving spouse, then
to the estate of the participant.
16. Transferability
Neither payroll deductions credited to a participant's account nor any rights to
exercise an option or to receive Common Shares under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way (other than as provided
in Section 15 hereof) by the participant. Any such attempt at assignment
transfer, pledge or other disposition shall be without effect, except that the
Company may treat such act as an election to withdraw from an Offering Period in
accordance with Section 10 hereof.
17. Use of Funds
All payroll deductions received or held by the Company under the Plan may be
used by the Company for any corporate purpose, and the Company shall not be
obligated to segregate such payroll deductions.
18. Reports
Individual accounts shall be maintained for each participant in the Plan.
Statements of account shall be given to participating Employees after the end of
each Offering Period setting forth with respect to such Offering Period the
number of Common Shares purchased and the price per share thereof, and also
setting forth the total number of Common Shares then held in each account.
9
<PAGE>
19. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,
Merger or Asset Sale
(a) Changes in Capitalization. Subject to any required action by the
shareholders of Fiserv, the Reserves, the maximum number of Common
Shares each participant may purchase per Offering Period (pursuant to
Section 7), as well as the price per Common Share and the number of
Common Shares covered by each option under the Plan that has not yet
been exercised, shall be proportionately adjusted for any increase or
decrease in the number of issued Common Shares resulting from a stock
split, reverse stock split, stock dividend, combination or
reclassification of the common stock of Fiserv or any other increase
or decrease in the number of Common Shares effected without receipt of
consideration by Fiserv; provided however, that conversion of any
convertible securities of Fiserv shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be
made by the Board, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no
issuance by Fiserv of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number
or price of Common Shares subject to an option.
(b) Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of Fiserv, the Offering Period then in progress shall
be shortened by setting a new Grant/Exercise Date (the "New
Grant/Exercise Date"), and shall terminate immediately prior to the
consummation of such proposed dissolution or liquidation, unless
provided otherwise by the Board. The New Grant/Exercise Date shall be
before the date of Fiserv's proposed dissolution or liquidation. The
Board shall notify each participant in writing, at least twenty-one
(21) business days prior to the New Grant/Exercise Date, that the
Grant/Exercise Date for the participant's option has been changed to
the New Grant/Exercise Date and that the participant's option shall be
exercised automatically on the New Grant/Exercise Date, unless prior
to such date the participant has withdrawn from the Offering Period as
provided in Section 10 hereof.
(c) Merger or Asset Sale. In the event of a proposed sale of all or
substantially all of the assets of Fiserv, or the merger of Fiserv
with or into another corporation, each outstanding option shall be
assumed or an equivalent option substituted by the successor
corporation or a parent or subsidiary of the successor corporation. In
the event that the successor corporation refuses to assume or
substitute for the option, the Offering Period then in progress shall
be shortened by setting a new Grant/Exercise Date (the "New
Grant/Exercise Date"). The New Grant/Exercise Date shall be before the
date of Fiserv's proposed sale or merger. The Board shall notify each
participant in writing, at least twenty-one (21) business days prior
to the New Grant/Exercise Date, that the Grant/Exercise Date for the
participant's option has been changed to the New Grant/Exercise Date
and that the participant's option shall be exercised automatically on
the New Grant/Exercise Date, unless prior to such date the participant
has withdrawn from the Offering Period as provided in Section 10
hereof.
10
<PAGE>
20. Amendment or Termination
(a) The Board may at any time and for any reason terminate or amend the
Plan. Except as provided in Section 19, no such termination can affect
options previously granted. Nevertheless, an Offering Period may be
terminated by the Board of Directors on any Grant/Exercise Date if the
Board determines that the termination of the Offering Period or the
Plan is in the best interest of Fiserv and its shareholders. Except as
provided in Section 19 and Section 20 hereof, no amendment may make
any change in any option theretofore granted that adversely affects
the rights of any participant. To the extent necessary to comply with
any applicable law, regulation or stock exchange rule, Fiserv shall
obtain shareholder approval in such a manner and to such a degree as
required.
(b) Without shareholder approval or consent and without regard to whether
any participant rights may be considered to have been "adversely
affected," the Board (or its committee) shall be entitled to change
the Offering Periods, limit the frequency and/or number of changes in
the amount withheld during an Offering Period, establish, subject to
Section 7, the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess
of the amount designated by a participant in order to adjust for
delays or mistakes in the Company's processing of properly completed
withholding elections, establish reasonable waiting and adjustment
periods and/or accounting and crediting procedures to ensure that
amounts applied toward the purchase of Common Shares for each
participant properly correspond with amounts withheld from the
participant's Compensation, and establish such other limitations or
procedures as the Board (or its committee) determines in its sole
discretion advisable, that are consistent with the Plan.
(c) In the event the Board determines that the ongoing operation of the
Plan may result in unfavorable financial accounting consequences, the
Board may, in its discretion and, to the extent necessary or
desirable, modify or amend the Plan to reduce or eliminate such
accounting consequences including, but not limited to:
11
<PAGE>
(i) altering the Purchase Price for any Offering Period, including an
Offering Period underway at the time of the change in Purchase
Price;
(ii) shortening any Offering Period so that the Offering Period ends
on a new Grant/Exercise Date, including an Offering Period
underway at the time of the Board action; and
(iii) allocating Common Shares.
Such modifications or amendments shall not require shareholder approval or the
consent of any Plan participants.
21. Notices
All notices or other communications by a participant to the Company under or in
connection with the Plan shall be deemed to have been duly given when received
in the form specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.
22. Conditions Upon Issuance of Common Shares
Common Shares shall not be issued with respect to an option unless the exercise
of such option and the issuance and delivery of such Common Shares pursuant
thereto shall comply with all applicable provisions of law, domestic or foreign,
including, without limitation, the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the Common Shares may then be listed, and shall be further subject to the
approval of counsel for Fiserv with respect to such compliance.
As a condition to the exercise of an option, Fiserv may require the person
exercising such option to represent and warrant at the time of any such exercise
that the Common Shares are being purchased only for investment and without any
present intention to sell or distribute such shares if, in the opinion of
counsel for Fiserv, such a representation is required by any of the
aforementioned applicable provisions of law.
23. Term of Plan
The Plan shall become effective on ___________, 2000. It shall continue in
effect for a term of ten (10) years unless sooner terminated under Section 20
hereof.
24. No Employment Rights
The Plan does not, directly or indirectly, create in any Employee or class of
Employees any right with respect to continuation of employment by the Company,
and it may not be deemed to interfere in any way with the Company's right to
terminate, or otherwise modify, an Employee's employment at any time.
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<PAGE>
25. Effect of Plan
The provisions of the Plan, in accordance with its terms, will be binding upon,
and inure to the benefit of, all successors of each Employee participating in
the Plan including, without limitation, the Employee's estate and the executors,
administrators or trustees thereof, heirs and legatees, and any receiver,
trustee in bankruptcy or representative of creditors of the Employee.
26. Governing Law
The Plan will be construed, interpreted, applied and enforced in accordance with
the laws of the United States and the State of Wisconsin, other than with
respect to laws regarding choice of laws, except to the extent that the
Wisconsin state law is preempted by any United States federal law.
13
FISERV, INC.
SINGAPORE EMPLOYEE STOCK PURCHASE PLAN
1. Purpose.
The purpose of the Plan is to provide employees of Fiserv Singapore and
Designated Subsidiaries with an opportunity to purchase Common Stock of Fiserv
through accumulated payroll deductions.
The Plan was approved by the Board of Directors of Fiserv and will be
effective on March 8, 2000. The Employee Stock Purchase Plan effective in the
United States (the "U.S. Plan") will be presented for approval by the Fiserv
shareholders at the annual shareholder meeting to be held in March, 2000. If the
Fiserv shareholders do not approve the U.S. Plan, this Plan will terminate and
any amounts deducted from participant payroll checks will be refunded to the
Plan participants.
2. Definitions.
(a) "Board" means (i) the Board of Directors of Fiserv or (ii) if and to
the extent that the Board has appointed a committee, whose members
need not be members of the Board of Directors, to exercise some or all
of the functions of the Board hereunder, such committee.
(b) "Common Stock" means the Common Stock of Fiserv.
(c) "Company" means Fiserv Singapore and any other Designated Subsidiary
of Fiserv. Except where the context clearly requires otherwise, any
reference to "Company" in this Plan shall, with respect to a
particular Employee, mean the entity by which he or she is employed.
(d) "Compensation" means the total wages, bonuses, commissions, and
overtime pay compensation paid with respect to an Offering Period by
the Company to an Employee for services performed during such Offering
Period, but excluding (i) extra compensation based upon special
arrangements; (ii) deferred compensation; (iii) reimbursed expenses
(including, but not limited to, moving expenses); (iv) expense
allowances (including, but not limited to, travel and entertainment
expense allowance); (v) stock options and any gain or income
attributable thereto; (vi) imputed income with respect to any group
life insurance program maintained by the Company on behalf of an
Employee; (vii) referral payments, and (viii) other extra compensation
(including, but not limited to, cash and non-cash fringe benefits).
<PAGE>
(e) "Designated Subsidiary" means any Subsidiary that has been designated
by the Board from time to time in its sole discretion as eligible to
participate in the Plan.
(f) "Employee" means a person employed by the Company on or after March 8,
2000, whose customary employment with the Company is more than five
(5) months in any calendar year. Notwithstanding the preceding
sentence, (i) any individual performing services for the Company as an
independent contractor or other contract service provider under the
terms of a contract, agreement or other special arrangement between
the Company and the individual, or other third party, that the parties
do not contemplate being an employment relationship, and (ii) any
employees or groups of employees excluded from the Plan by the Board
shall not be considered as an Employee for any purpose under the Plan.
(g) "Enrollment Date" means the first day of each Offering Period.
(h) "Fair Market Value" means, as of any date, the closing sales price for
a share of Common Stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system for the last market
trading day on the date of such determination, as reported in The Wall
Street Journal or such other source as the Board deems reliable.
(i) "Fiserv" means Fiserv, Inc., a Wisconsin corporation.
(j) "Fiserv Singapore" means Fiserv (ASPAC) Pte Ltd.
(k) "Foreign Plans" means the Plan, the Fiserv, Inc. Australian Employee
Stock Purchase Plan, the Fiserv, Inc. Canadian Employee Stock Purchase
Plan, the Fiserv Group Savings-Related Share Option Plan, and other
plans so designated in the sole discretion of the Board.
(l) "Grant/Exercise Date" means the last Trading Day of each Offering
Period.
(m) "Offering Period" means each of the calendar quarters of each year.
The duration of Offering Periods may be changed pursuant to Section 4
of this Plan.
(n) "Plan" means this Singapore Employee Stock Purchase Plan.
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<PAGE>
(o) "Purchase Price" means an amount equal to 85% of the Fair Market Value
of a share of Common Stock on the Grant/Exercise Date, provided,
however, that the Purchase Price may be adjusted by the Board pursuant
to Section 20.
(p) "Reserves" means the number of shares of Common Stock covered by each
option under the Plan that have not yet been exercised and the number
of shares of Common Stock that have been authorized for issuance under
the Plan but not yet placed under option.
(q) "Subsidiary" means a domestic or foreign corporation, of which not
less than 50% of the voting shares are held by Fiserv or a Subsidiary,
whether or not that entity now exists or is hereafter organized or
acquired by Fiserv or a Subsidiary.
(r) "Trading Day" means a day on which United States national stock
exchanges and the NASDAQ system are open for trading.
3. Eligibility.
(a) Any Employee who is employed by the Company on the date the Plan
becomes effective, as specified in Section 1, and thereafter, on a
given Enrollment Date, including an Employee who is on an authorized
leave of absence on such dates, shall be eligible to participate in
the Plan.
(b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) to the extent
that, immediately after the grant, such Employee would own capital
stock of Fiserv or of any Subsidiary and/or hold outstanding options
to purchase such stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of the capital
stock of Fiserv or of any Subsidiary, or (ii) to the extent that his
or her rights to purchase stock under all employee stock purchase
plans of Fiserv and its subsidiaries accrues at a rate that exceeds
twenty-five thousand United States dollars (U.S.$25,000) worth of
stock (determined at the fair market value of the shares on the
Grant/Exercise Date and converted into Singapore dollars at the
exchange rate prevailing on such date in the manner referred to in the
last paragraph of Section 7) for each calendar year in which such
option is outstanding at any time.
4. Offering Periods.
The Plan shall be implemented by consecutive Offering Periods with a new
Offering Period commencing on the first day of the calendar quarters of each
year, or on such other date as the Board shall determine, and continuing
thereafter until terminated in accordance with Section 20 hereof. The Board
shall have the power to change the duration of Offering Periods (including the
commencement dates thereof) with respect to future offerings without stockholder
approval if such change is announced at least five (5) days prior to the
scheduled beginning of the first Offering Period to be affected thereafter.
3
<PAGE>
5. Participation.
(a) An eligible Employee may become a participant in the Plan by
completing a participation agreement provided by the Company
authorizing payroll deductions and filing it with the Company's
payroll office at least ten (10) business days prior to the applicable
Enrollment Date.
(b) Payroll deductions for a participant shall commence on the first
payroll following the Enrollment Date and shall end on the last
payroll in the Offering Period to which such authorization is
applicable, unless sooner terminated by the participant as provided in
Section 10 hereof.
(c) Notwithstanding paragraphs 5(a) and (b) above, for purposes of
participation in the Plan for the year 2000 only, a participant who
has completed and filed a participation agreement may make a one-time
lump sum contribution, by personal check at the time of enrollment for
an amount not exceeding the total payroll deductions that would have
been made (prior to the commencement of deductions under paragraph
5(b)), had the participation agreement taken effect as of the first
payroll for the year 2000.
6. Payroll Deductions.
(a) At the time a participant files his or her participation agreement, he
or she shall elect to have payroll deductions made on each pay day
during the Offering Period in any whole percentage, but not exceeding
ten percent (10%) of the Compensation which he or she receives on each
pay day during the Offering Period. Subject to paragraph 5(c) above,
contributions to the Plan other than by payroll deduction are not
permitted. Unless the Board, in the future, determines otherwise, the
maximum amount that may be deducted from any participant's
Compensation for the purpose of purchasing Common Stock under this
Plan shall not exceed twenty-one thousand two hundred and fifty United
States dollars (U.S.$21,250) in any single calendar year (determined
at the Fair Market Value of the Common Stock on the Grant/Exercise
Date and converted into Singapore dollars at the exchange rate
prevailing on such date in the manner referred to in the last
paragraph of Section 7). Any amount deducted that exceeds U.S.$21,250
shall be credited to the participant's account and applied to the
following year's contributions or, if such participant discontinues
participation in the Plan pursuant to paragraph 6(c) below, returned
to the participant. A participant who is under the age of 21 must have
a parent's or guardian's written permission to participate.
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<PAGE>
(b) A participant may not change the amount of payroll deductions during
an Offering Period, but may change the amount to be deducted for any
subsequent Offering Period by filing notice thereof at least ten (10)
business days prior to the Enrollment Date on which the subsequent
Offering Period commences.
(c) A participant may discontinue his or her participation in the Plan as
provided in Section 10 hereof, during an Offering Period by completing
and filing with the Company a form provided for such purpose.
(d) A participant's participation agreement shall remain in effect for
successive Offering Periods (including any portion of an Offering
Period during which the participant is on an authorized leave of
absence, although payroll deductions will be discontinued for any
period for which the participant is not receiving Compensation),
unless terminated prior to an Offering Period as provided in Section
10 hereof.
(e) All payroll deductions made for a participant shall be credited to an
unfunded and unsecured bookkeeping account maintained on behalf of the
participant and deposited with the general funds of the Company
(f) Notwithstanding the foregoing, to the extent necessary to comply with
Section 3(b) hereof, a participant's payroll deductions may be
decreased to zero percent (0%) at any time during an Offering Period.
Payroll deductions shall recommence at the rate provided in such
participant's participation agreement for the first Offering Period
that has a Grant/Exercise Date in the following calendar year, unless
terminated by the participant as provided in Section 10 hereof.
(g) At the time the option is exercised, in whole or in part, or at the
time some or all the Common Stock issued under the Plan is disposed
of, the participant must make adequate provision for the tax
obligations, if any, that arise upon the exercise of the option or the
disposition of the Common Stock. At any time, the Company may, but
shall not be obligated to, withhold from the participant's
compensation the amount necessary for the Company to meet applicable
withholding obligations, including any withholding required to make
available to Fiserv any tax deductions or benefits attributable to
sale or other disposition of Common Stock by the Employee.
5
<PAGE>
7. Grant of Option.
On the Grant/Exercise Date of each Offering Period, each eligible
Employee participating in such Offering Period shall be granted an option to
purchase on the Grant/Exercise Date of such Offering Period (at the applicable
Purchase Price) up to a number of shares of the Common Stock determined by
dividing such Employee's accumulated payroll deductions as of the Grant/Exercise
Date by the applicable Purchase Price; provided that in no event shall an
Employee be permitted to purchase during each Offering Period more than two
thousand five hundred (2,500) shares (subject to any adjustment pursuant to
Section 19), and provided further that such purchase shall be subject to the
limitations set forth in Sections 3(b) and 13 hereof. Exercise of the option
shall occur as provided in Section 8 hereof, unless the participant has
withdrawn pursuant to Section 10 hereof. The Option shall expire on the last day
of the Offering Period.
Amounts accumulated in a participant's account shall be converted into U.S.
dollars on each Grant/Exercise Date by reference to the New York foreign
exchange selling rates reported in The Wall Street Journal for the last business
day immediately preceding such Grant/Exercise Date.
8. Exercise of Option.
Unless a participant withdraws from the Plan, at least ten (10) business
days prior to the Grant/Exercise Date, as provided in Section 10 hereof, his or
her option for the purchase of shares shall be exercised automatically on the
Grant/Exercise Date, and the maximum number of shares (including fractional)
shall be purchased for such participant at the applicable Purchase Price with
the accumulated payroll deductions accumulated during the Offering Period.
During a participant's lifetime, a participant's option to purchase shares
hereunder is exercisable only by him or her.
9. Delivery.
As soon as administratively practicable following the Grant/Exercise Date,
the shares of Common Stock purchased on behalf of a participant pursuant to the
exercise of his or her option will be credited to an account with a transfer
agent or a securities brokerage firm, as determined by Fiserv, in the name of
the participant. By electing to participate in the Plan, a participant will be
deemed to authorize the establishment of an account in his or her name with the
transfer agent or securities brokerage firm selected by Fiserv. A participant
may request that the transfer agent or securities brokerage firm arrange,
subject to any applicable fee, for the delivery to the participant or an account
designated by the participant of some or all of the Common Stock held in the
participant's account. If the participant desires to sell some or all of his or
her shares of Common Stock held in his or her account, he or she may do so (i)
by disposing of the shares of Common Stock through the transfer agent or
securities brokerage firm, subject to any applicable fee, or (ii) through such
other means as Fiserv may permit.
6
<PAGE>
10. Withdrawal.
(a) At any time during an Offering Period, a participant may terminate his
or her payroll deductions under the Plan and withdraw from the
Offering Period by delivering to the Company a notice of withdrawal in
such form as the Company provides. Such withdrawal may be elected at
any time, but must be received no later than ten (10) business days
prior to the end of the Offering Period. Upon withdrawal from the
Offering Period by a participant, the Company shall distribute to such
participant all of his or her accumulated payroll deductions under the
Offering Period, without interest, and such participant's interest in
the Offering Period shall be automatically terminated. A participant's
withdrawal from an Offering Period will have no effect on his or her
eligibility to participate in subsequent Offering Periods that
commence after the termination of the Offering Period from which the
participant withdraws, but the participant will be required to deliver
a new participation agreement in order to participate in subsequent
Offering Periods under the Plan.
(b) A participant's withdrawal from an Offering Period shall not have any
effect upon his or her eligibility to participate in any similar plan,
which may hereafter be adopted by Fiserv.
11. Termination of Employment; Leave of Absence.
Upon a participant's ceasing to be an Employee for any reason, he or she
shall be deemed to have elected to withdraw from the Plan and his or her payroll
deductions accumulated during the Offering Period but not yet used to exercise
the option shall be returned to such participant or, in the case of his or her
death, to the person or persons entitled thereto under Section 15 hereof, and
such participant's option shall be automatically terminated. The preceding
sentence notwithstanding, a participant who receives payment in lieu of notice
of termination of employment shall be treated as continuing to be an Employee
for the participant's customary number of hours per week of employment during
the period in which the participant is subject to such payment in lieu of
notice. For purposes of this Section 11, a participant will not be deemed to
have terminated employment in the case of any leave of absence approved by the
Company.
12. Interest.
No interest shall accrue on the payroll deductions of a participant in the
Plan.
7
<PAGE>
13. Stock.
(a) Subject to adjustment upon changes in capitalization of Fiserv as
provided in Section 19 hereof, the maximum aggregate number of shares
of the Common Stock that shall be made available for sale under the
U.S. Plan and the Foreign Plans shall be five hundred thousand
(500,000) shares, plus an annual increase to be added on the first day
of Fiserv's fiscal year beginning in 2001 equal to the least of (i)
four hundred thousand (400,000) shares, (ii) one percent (1%) of the
shares of Common Stock outstanding on such date or (iii) a lesser
amount determined by the Board. If, on a given Grant/Exercise Date,
the number of shares with respect to which options are to be exercised
exceeds the number of shares then available under the Plan, Fiserv
shall make a pro rata allocation of the shares remaining available for
purchase in as uniform a manner as shall be practicable and as it
shall determine to be equitable.
(b) A participant shall have no interest or voting right in shares covered
by his or her option until the option has been exercised.
(c) Shares to be delivered to a participant under the Plan shall be
registered solely in the name of the participant.
(d) Cash dividends attributable to shares allocated to participants'
accounts as of the record date for which such cash dividends are
declared will be used to purchase additional full or fractional shares
of stock.
14. Administration.
The Plan shall be administered by the Board or a committee appointed by the
Board. The Board or the committee shall have full and exclusive discretionary
authority to construe, interpret and apply the terms of the Plan, to determine
eligibility and to adjudicate all disputed claims filed under the Plan. Every
finding, decision and determination made by the Board or the committee shall, to
the full extent permitted by law, be final and binding upon all parties.
15. Designation of Beneficiary.
(a) A participant may file with the Company, on a form provided by the
Company, a written designation of a beneficiary who is to receive any
shares and cash from the participant's account under the Plan in the
event of such participant's death subsequent to a Grant/Exercise Date
on which the option is exercised but prior to delivery to such
participant of such shares and cash.
8
<PAGE>
(b) The designation of beneficiary may be changed by the participant at
any time by delivering written notice to the Company, on a form
provided by the Company. In the event of the death of a participant,
and in the absence of a beneficiary validly designated under the Plan
who is living at the time of such participant's death, the Board shall
deliver such shares and/or cash to the surviving legal spouse (if any)
of the participant, or if there is no surviving spouse, then to the
estate of the participant.
16. Transferability.
Neither payroll deductions credited to a participant's account nor any
rights to exercise an option or to receive shares under the Plan may be
assigned, transferred, pledged or otherwise disposed of in any way (other than
as provided in Section 15 hereof) by the participant. Any such attempt at
assignment transfer, pledge or other disposition shall be without effect, except
that the Company may treat such act as an election to withdraw from an Offering
Period in accordance with Section 10 hereof.
17. Use of Funds.
All payroll deductions received or held by the Company under the Plan may
be used by the Company for any corporate purpose, and the Company shall not be
obligated to segregate such payroll deductions.
18. Reports.
Individual accounts shall be maintained for each participant in the Plan.
Statements of account shall be given to participating Employees after the end of
each Offering Period setting forth with respect to such Offering Period the
number of shares purchased and the price per share thereof, and also setting
forth the total number of shares then held in each account.
19. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,
Merger or Asset Sale.
(a) Changes in Capitalization. Subject to any required action by the
stockholders of Fiserv, the Reserves, the maximum number of shares
each participant may purchase per Offering Period (pursuant to Section
7), as well as the price per share and the number of shares of Common
Stock covered by each option under the Plan that has not yet been
exercised, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from
a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or
decrease in the number of shares of Common Stock effected without
receipt of consideration by Fiserv; provided however, that conversion
of any convertible securities of Fiserv shall not be deemed to have
been "effected without receipt of consideration." Such adjustment
shall be made by the Board, whose determination in that respect shall
be final, binding and conclusive. Except as expressly provided herein,
no issuance by Fiserv of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number
or price of shares of Common Stock subject to an option.
9
<PAGE>
(b) Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of Fiserv, the Offering Period then in progress shall
be shortened by setting a new Grant/Exercise Date (the "New
Grant/Exercise Date"), and shall terminate immediately prior to the
consummation of such proposed dissolution or liquidation, unless
provided otherwise by the Board. The New Grant/Exercise Date shall be
before the date of Fiserv's proposed dissolution or liquidation. The
Board shall notify each participant in writing, at least twenty-one
(21) business days prior to the New Grant/Exercise Date, that the
Grant/Exercise Date for the participant's option has been changed to
the New Grant/Exercise Date and that the participant's option shall be
exercised automatically on the New Grant/Exercise Date, unless prior
to such date the participant has withdrawn from the Offering Period as
provided in Section 10 hereof.
(c) Merger or Asset Sale. In the event of a proposed sale of all or
substantially all of the assets of Fiserv, or the merger of Fiserv
with or into another corporation, each outstanding option shall be
assumed or an equivalent option substituted by the successor
corporation or a parent or subsidiary of the successor corporation. In
the event that the successor corporation refuses to assume or
substitute for the option, the Offering Period then in progress shall
be shortened by setting a new Grant/Exercise Date (the "New
Grant/Exercise Date"). The New Grant/Exercise Date shall be before the
date of Fiserv's proposed sale or merger. The Board shall notify each
participant in writing, at least twenty-one (21) business days prior
to the New Grant/Exercise Date, that the Grant/Exercise Date for the
participant's option has been changed to the New Grant/Exercise Date
and that the participant's option shall be exercised automatically on
the New Grant/Exercise Date, unless prior to such date the participant
has withdrawn from the Offering Period as provided in Section 10
hereof.
10
<PAGE>
20. Amendment or Termination.
(a) The Board may at any time and for any reason terminate or amend the
Plan. Except as provided in Section 19, no such termination can affect
options previously granted. Nevertheless, an Offering Period may be
terminated by the Board of Directors on any Grant/Exercise Date if the
Board determines that the termination of the Offering Period or the
Plan is in the best interest of Fiserv and its stockholders. Except as
provided in Section 19 and Section 20 hereof, no amendment may make
any change in any option theretofore granted that adversely affects
the rights of any participant. To the extent necessary to comply with
any applicable law, regulation or stock exchange rule, Fiserv shall
obtain shareholder approval in such a manner and to such a degree as
required.
(b) Without stockholder approval or consent and without regard to whether
any participant rights may be considered to have been "adversely
affected," the Board (or its committee) shall be entitled to change
the Offering Periods, limit the frequency and/or number of changes in
the amount withheld during an Offering Period, establish, subject to
Section 7, the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess
of the amount designated by a participant in order to adjust for
delays or mistakes in the Company's processing of properly completed
withholding elections, establish reasonable waiting and adjustment
periods and/or accounting and crediting procedures to ensure that
amounts applied toward the purchase of Common Stock for each
participant properly correspond with amounts withheld from the
participant's Compensation, and establish such other limitations or
procedures as the Board (or its committee) determines in its sole
discretion advisable, that are consistent with the Plan.
(c) In the event the Board determines that the ongoing operation of the
Plan may result in unfavorable financial accounting consequences, the
Board may, in its discretion and, to the extent necessary or
desirable, modify or amend the Plan to reduce or eliminate such
accounting consequences including, but not limited to:
(i) altering the Purchase Price for any Offering Period, including an
Offering Period underway at the time of the change in Purchase
Price;
(ii) shortening any Offering Period so that the Offering Period ends
on a new Grant/Exercise Date, including an Offering Period
underway at the time of the Board action; and
11
<PAGE>
(iii) allocating shares.
Such modifications or amendments shall not require stockholder approval or
the consent of any Plan participants.
21. Notices.
All notices or other communications by a participant to the Company under
or in connection with the Plan shall be deemed to have been duly given when
received in the form specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.
22. Conditions Upon Issuance of Shares.
Shares shall not be issued with respect to an option unless the exercise of
such option and the issuance and delivery of such shares pursuant thereto shall
comply with all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the shares may
then be listed, and shall be further subject to the approval of counsel for
Fiserv with respect to such compliance.
As a condition to the exercise of an option, Fiserv may require the person
exercising such option to represent and warrant at the time of any such exercise
that the shares are being purchased only for investment and without any present
intention to sell or distribute such shares if, in the opinion of counsel for
Fiserv, such a representation is required by any of the aforementioned
applicable provisions of law.
23. Term of Plan.
The Plan shall become effective on March 8, 2000. It shall continue in
effect for a term of ten (10) years unless sooner terminated under Section 20
hereof.
24. No Employment Rights.
The Plan does not, directly or indirectly, create in any Employee or class
of Employees any right with respect to continuation of employment by the
Company, and it may not be deemed to interfere in any way with the Company's
right to terminate, or otherwise modify, an Employee's employment at any time.
12
<PAGE>
25. Effect of Plan.
The provisions of the Plan, in accordance with its terms, will be binding
upon, and inure to the benefit of, all successors of each Employee participating
in the Plan including, without limitation, the Employee's estate and the
executors, administrators or trustees thereof, heirs and legatees, and any
receiver, trustee in bankruptcy or representative of creditors of the Employee.
26. Governing Law.
The Plan will be construed, interpreted, applied and enforced in accordance
with the laws of the United States and the State of Wisconsin, other than with
respect to laws regarding choice of laws, except to the extent that the
Wisconsin state law is preempted by any United States federal law.
13
The Fiserv Group
Savings-Related
Share Option Plan
Adopted on 17 March 2000
<PAGE>
CONTENTS
1. Name of the Plan......................................................1
2. Definitions and Interpretation........................................1
3. Invitations to Apply for Options......................................3
4. Adjustment of Application.............................................5
5. Deductions of SAYE Contributions......................................5
6. Grant of Options......................................................5
7. Option Certificates...................................................5
8. Non-Transferability of Options........................................5
9. Limitations on Grants.................................................6
10. Exercise of Options...................................................6
11. Takeovers and Liquidations............................................7
12. Exchange of Options...................................................8
13. Variation of Share Capital............................................9
14. Manner of Exercise of Options.........................................9
15. General..............................................................10
i
<PAGE>
The Fiserv Group Savings-Related Share Option Plan
1. Name of the Plan
The Plan will be known as The Fiserv Group Savings-Related Share Option Plan.
2. Definitions and Interpretation
2.1 For the purposes of the Plan, unless the context otherwise requires, the
following words and expressions shall have the following meanings:-
"the Adoption Date" means the date on which the Plan is
approved by the Board of Inland Revenue;
"the Appointed Authority" means any building society within the
meaning of the Building Societies Act 1986
or any institution authorised by the
Banking Act 1987 with which the UK Board
may require Eligible Employees to enter
into a Savings Contract as a condition
of the grant of an Option;
"the Appropriate Period" has the same meaning as in paragraph
15(2) of Schedule 9;
"Associated Company" has the same meaning as in Section 187(2)
of the Taxes Act;
"the Auditors" means the auditors for the time being of
the Company (acting as experts and not as
arbitrators);
"the Board" means the board of directors of the
Company or a duly authorised committee
thereof;
"Bonus Date" means either
(i) subject to (iii) below, the date
specified in the application for the
grant of an Option (being the date on
which a bonus becomes payable under a
Savings Contract);
(ii) where no choice of bonus date is
offered in the invitation to the
Eligible Employee, the date specified
in the invitation as the bonus date;
or
(iii) any replacement or alternative bonus
date applicable by virtue of the
operation of Rule 3;
"the Company" means Fiserv Inc., a Wisconsin
corporation;
"Control" has the same meaning as in Section 840
of the Taxes Act and controlled shall
be construed accordingly;
1
<PAGE>
"Date of Grant" means the date on which an Option is,
was, or is to be granted under the Plan;
"Eligible Employee" means any person who is at both the date
on which invitation(s) are despatched
by the UK Board pursuant to Rule 3.1
and at the relevant Date of Grant
either:-
(a)(i) a Full-Time Director or
Qualifying Employee; and
(ii) is not precluded by paragraph 8
of Schedule 9 from participating
in the Plan; and
(iii) is chargeable to tax in respect
of his office or employment under
Case I of Schedule E; or
(b) is an employee or director of any
Participating Company nominated
by the UK Board (having consulted
the Board) to be an Eligible
Employee;
"Full-Time Director" means a director of a Participating
Company whose terms of employment
require him to work for at least
twenty-five hours per week (excluding
meal breaks);
"Group" means the UK Company and its
Subsidiaries;
"Market Value" means on any day the amount determined
to be the market value of an Ordinary
Share in accordance with the provisions
of Part VIII of the Taxation of
Chargeable Gains Act 1992 and
agreed in advance for the purposes
of the Plan with the Inland Revenue
Shares Valuation Division;
"Option" means an option to acquire Plan Shares
granted pursuant to the Plan;
"Option Certificate" means a certificate evidencing an
Option issued in accordance with
Rule 9;
"Option Price" means the price at which each Plan
Share subject to an Option may be
acquired on the exercise of that Option
being, subject to Rule 13, not less
than the higher of:-
(i) the nominal value of a Plan Share;
and
(ii) 80% or such other percentage as is
permitted by paragraph 25(b) of
Schedule 9 of the Market Value of
a Plan Share on the day the
Option was issued pursuant to
Rule 3;
"Ordinary Shares" means the shares of common stock of the
Company;
"Participant" means any person who for the time being
participates in the Plan;
2
"Participating Company" means the UK Company
and any Subsidiary which has been
nominated by the Board to be a
Participating Company;
"the Plan" means the Fiserv Group Saving related
Share Option Plan constituted and
governed by the Rules;
"Plan Period" means the period of 1 years commencing
on the Adoption Date;
"Plan Shares" means Ordinary Shares which satisfy the
conditions specified in Paragraphs 10-14
inclusive of Schedule 9 to be acquired
by a Participant on the exercise by him
of an Option;
"Qualifying Employee" means an employee of Participating
Company (who is not a director);
"Record Date" in relation to any particular payment
of dividend or the making of any other
distribution to the Company's
stockholders means the date on which any
such stockholder must be duly recognised
by the Company as such in order to have
the right to receive such dividend or
other distribution;
"Rules" means these rules as from time to time
amended;
"Savings Contract" means a contract under a certified
contractual savings plan, within the
meaning of Section 326(2) of the Taxes
Act and which has been approved by the
Board of Inland Revenue for the purposes
of Schedule 9;
"Schedule 9" means Schedule 9 to the Taxes Act;
"Specified Age" [60];
"Subsidiary" means a body corporate of which the UK
Company has Control and which is a
subsidiary of the Company within the
meaning of Section 736 of the Companies
Act 1985;
"Subsisting Option" means an Option which has neither
lapsed nor been exercised; and
"Taxes Act" means the Income and Corporation Taxes
Act 1988;
"UK Board" means the board of directors of the UK
Company or a duly authorised committee
thereof;
"UK Company" means Fiserv (Europe) Limited,
registered as company number 02467435.
2.2 Where the context so permits the singular shall include the plural and vice
versa and the masculine shall include the feminine.
2.3 Reference to any Act shall include any statutory modification, amendment or
re-enactment thereof.
3
3. Invitations to Apply for Options
3.1 Subject to any limitations referred to herein, the UK Board may, with the
consent of the Board, with effect from the Adoption Date at any time during
the Plan Period invite every Eligible Employee to apply for the grant of an
Option on the terms of the Plan.
3.2 An invitation to an Eligible Employee shall specify the following:-
(A) the date, being not less than 14 days after the issue of the
invitation, by which an application must be made;
(B) the Option Price or the formula for determining the Option Price;
(C) the applicable Bonus Date or any choice of Bonus Date which may be
offered by the UK Board, with the consent of the Board; and
(D) the maximum permitted aggregate monthly savings contribution, being
the lesser of (a) (pound) 250 or such other maximum specified in
paragraph 24 of Schedule 9 as the same is from time to time amended
and (b) such sum (being a multiple of (pound)1 and not less than
(pound)5) as the UK Board, having consulted the Board, decides shall
apply to every Eligible Employee in respect of that invitation.
3.3 Each invitation shall be accompanied by a proposal form for a Savings
Contract and an application form. The applicant shall at the time of making
an application for the grant of an Option state:-
(A) the maximum monthly savings contribution (being a multiple of(pound)1
and not less than(pound)5) which he wishes to make under the related
Savings Contract;
(B) that his proposed monthly savings contribution, when added to any
monthly savings contributions then being made under any other Savings
Contract linked to an Option granted under the Plan or any other plan
approved under Schedule 9, will not exceed the maximum permitted
aggregate monthly savings contribution specified in the invitation;
(C) the relevant Bonus Date; and
(D) whether, for the purpose of determining the number of Plan Shares over
which an Option is to be granted, the repayment under the Savings
Contract is to be taken as including the maximum bonus, the standard
bonus or no bonus;
and shall authorise the UK Board to enter on the Savings Contract proposal
form such monthly savings contribution, not exceeding the maximum stated on
the application form, as shall be determined pursuant to Rule 4 below.
Subject to the aforesaid the invitation may be given in such manner and
form as the UK Board may from time to time prescribe.
3.4 Each application shall be deemed to be for an Option over the largest whole
number of Plan Shares which can be bought at the Option Price with the
expected repayment under the related Savings Contract at the appropriate
Bonus Date.
3.5 Each application shall be valid only if:-
4
<PAGE>
(A) it is received by the UK Company not later than the date specified for
this purpose in the invitation;
(B) it contains an agreement by the Eligible Employee to be bound by all
such terms or conditions as may have been specified in the invitation
or as are specified in the Rules;
(C) it is accompanied by a proposal form duly signed and completed save
for the amount of the monthly contributions; and
(D) it is made in such form and manner as the UK Board may in its
discretion allow.
4. Adjustment of Application
4.1 If the UK Company receives valid applications for Option over an aggregate
number of Plan Shares which would cause any of the limits in Rule 9 to be
exceeded then the following steps shall be carried out successively to the
extent necessary to eliminate the excess:-
(A) each election for the maximum bonus to be included in the repayment
under the Savings Contract shall be deemed to be an election for only
the standard bonus to be so included;
(B) each election for a bonus to be included in the repayment under the
Savings Contract shall be deemed to be an election for no bonus (or
only part of the bonus) to be so included;
(C) the excess over(pound)5 of the monthly savings contribution chosen by
each applicant shall be reduced pro rata to the extent necessary; and
(D) applications shall be selected by lot, each based on a monthly savings
contribution of(pound)5 and the inclusion of no bonus in the amount
applied in the purchase of Shares.
4.2 Each application shall be deemed to have been modified o withdrawn in
accordance with the application of the foregoing provisions and the UK
Board shall complete each Savings Contract proposal form to reflect any
reduction in monthly savings contributions resulting therefrom.
5. Deductions of SAYE Contributions
Contributions to any Savings Contract shall be payable by means of regular
deductions from the wage or salary remitted by the UK Company or a Subsidiary to
the Eligible Employee's account with the Appointed Authority PROVIDED THAT if
and so long as payment by such means is rendered temporarily impracticable by
reason of maternity leave, prolonged sick leave or other similar circumstances,
the Eligible Employee may pay such contributions by any reasonable means agreed
between the UK Company or the Subsidiary, the Eligible Employee and the
Appointed Authority.
6. Grant of Options
Not later than 30 days after the day the invitations to apply for Options were
issued pursuant to Rule 3 (or 42 days in the event of an adjustment under Rule
4) the UK Board shall grant, or procure the grant of, an Option to each
applicant who is still an Eligible Employee over the number of Plan Shares for
which, pursuant to Rule 3.5 (and subject to Rule 4) he is deemed to have
applied.
5
<PAGE>
7. Option Certificates
As soon as reasonably practicable after Options have been granted the UK Board
shall issue an Option Certificate in respect of each Option in such form, not
inconsistent with these Rules, as the UK Board may determine carrying a
statement to the effect of Rule 8.
8. Non-Transferability of Options
An Option and an invitation shall be personal to the Eligible Employee to whom
it is granted or made and shall not be capable of assignment. Any purported
charge, pledge, assignment, disposal of or dealing with an Option shall cause
the Option to lapse forthwith.
9. Limitations on Grants
9.1 The UK Board may, at the direction of the Board, before issuing invitations
on any occasion, determine a limit on the number of Ordinary Shares which
are to be available in respect of that invitation in order to ensure that
Ordinary Shares remain available for subsequent invitations.
9.2 No Option shall be granted to an Eligible Employee if the monthly savings
contribution under the related Savings Contract, when added to the monthly
savings contributions then being made under any other Savings Contract,
would exceed the maximum specified in paragraph 24 of Schedule 9.
10. Exercise of Options
10.1 Subject to Rules 10.2 and 14 any Subsisting Option may be exercised in
whole or in part at any time following the earliest of the following
events:-
(A) the relevant Bonus Date;
(B) the death of the Participant;
(C) the Participant ceasing to be a director or employee of a
Participating Company by reason of:-
(1) his retirement on reaching the Specified Age or at any other age
at which he is bound to retire in accordance with the terms of
his contract of employment;
(2) injury or disability recognised as such expressly by the UK Board
in writing for the purposes of this paragraph;
(3) dismissal by reason of redundancy (within the meaning of the
Employment Rights Act 1996);
6
<PAGE>
(4) the company by which he is employed (if not the UK Company)
ceasing to be a Subsidiary;
(5) the business or part of a business to which that office or
employment relates being transferred to a person who is neither
an Associated Company nor a company of which the Company has
Control; or
(6) the Participant ceasing to be a director or employee of a
Participating Company more than three years after the relevant
Date of Grant for any reason other than death or an event
specified in sub-paragraph (C) (1) to (5) of Rule 10.1;
(D) the relevant Bonus Date, where the Participant holds an office or
employment in a company which is not a Participating Company but which
is an Associated Company of the Company or a company of which the
Company has control; and
(E) the occurrence of the event or events referred to in Rule 11 which by
the terms thereof cause an Option to become exercisable.
10.2 An Option shall lapse on the earliest of the following events:-
(A) except where the Participant has died, the expiry of six months
following the relevant Bonus Date;
(B) where the Participant has died during the six months following the
Bonus Date, the first anniversary of the Bonus Date;
(C) where the Participant has died before the Bonus Date, the first
anniversary of his death;
(D) unless the Participant has died, the expiry of six months after the
Option has first become exercisable by virtue of sub-paragraph (C) or
(E) of Rule 10.1;
(E) the Participant ceasing to be a director or employee of the UK Company
or a Subsidiary for any reason other than death or the reasons
specified in Rule 10.1(C); and
(F) the Participant being adjudicated bankrupt.
10.3 If a Participant continues to be employed by a Participating Company after
the date on which he reaches the Specified Age he may exercise any
Subsisting Option within six months following that date.
10.4 No person shall be treated for the purposes of this Rule 10 as ceasing to
be employed by a Participating Company until he is no longer employed by
the UK Company, any Associated Company or a company of which the Company
has Control.
10.5 A female Participant whose employment has been terminate in circumstances
such that, pursuant to the Employment Rights Act 1996 she has a right to
return to work shall be deemed for the purposes of the Rules not to have
ceased to be employed by a Participating Company until such time as she is
no longer capable, pursuant to the said Act, of exercising a right to
return to work and has not exercised such right.
7
<PAGE>
11. Takeovers and Liquidations
11.1 If at any time a general offer is made to acquire the whole of the issued
ordinary share capital of the Company or the part thereof which is not
already owned by the offeror and/or any company controlled by the offeror
and/or persons acting in concert with the offeror and such offer has become
or been declared unconditional a Participant may at any time within 6
months of the date upon which the offer becomes or is declared
unconditional exercise any Subsisting Options (either in whole or in part)
which are then held by him. At the end of the 6 month period, all
Subsisting Options shall lapse.
11.2 If the offeror becomes entitled or bound to acquire any Ordinary Shares of
the Company a Participant shall be entitled (subject to Rule 14) to
exercise any Subsisting Options (either in whole or in part) which he holds
at any time that the offeror is so entitled or bound. Upon the offeror
ceasing to be either so entitled or bound all Subsisting Options shall
lapse.
11.3 If the Court sanctions a compromise or arrangement proposed for the purpose
of or in connection with a scheme for the reconstruction of the Company or
its amalgamation with any other company or companies, a Participant shall
be entitled (subject to Rule 14) to exercise any Subsisting Options (either
in whole or in part) which he holds within the period of [6 months]
following the date of sanction by the Court and upon the expiry of such
period all Subsisting Options shall lapse.
11.4 If a notice of a meeting to consider a resolution for any other voluntary
winding up of the Company shall be given, a Participant shall forthwith and
until the commencement of the winding up be entitled (subject to Rule 14)
to exercise any Subsisting Option then held by him before the date on which
such resolution is duly passed. Subject to the foregoing provisions of this
Rule all Subsisting Options shall lapse on the winding up of the Company.
11.5 Upon the Board becoming aware that any of the events referred to above has
happened the effect thereof shall be notified forthwith to the
Participants.
12. Exchange of Options
12.1 This Rule 12 applies where a company ( the Acquiring Company ):-
(A) obtains Control of the Company as a result of making:-
(1) a general offer to acquire the whole o the issued share capital
of the Company (other than that which is already owned by it)
made on a condition such that if satisfied the Acquiring Company
will have Control of the Company; or
(2) a general offer to acquire all the Ordinary Shares (or such
Ordinary Shares as are not already owned by the Acquiring
Company); or
(B) obtains Control of the Company in pursuance of compromise or
arrangement sanctioned by the Court; or
8
<PAGE>
(C) becomes bound or entitled to acquire Ordinary Shares.
12.2 If as a result of the events specified in Rule 12.1(A) o 12.1(B) the
Acquiring Company has obtained Control of the Company, or if the Acquiring
Company becomes bound or entitled to acquire shares in the Company as
specified in Rule 12.1(C), any such Subsisting Option may at any time
during the Appropriate Period (and with the agreement of the Acquiring
Company) be released by the Participant for a new Option which satisfies
the conditions that it:-
(A) is over shares in the Acquiring Company or a company which has Control
of the Acquiring Company which satisfy the conditions specified in
paragraphs 10 to 14 inclusive of Schedule 9 (and the terms Ordinary
Shares and Plan Shares in this Plan shall thereafter be construed
accordingly);
(B) is the right to acquire such number of Plan Shares as have on
acquisition of the new Option an aggregate market value equal to the
aggregate market value of the Plan Shares subject to the old Option
immediately before its release;
(C) has an Option Price per Plan Share such that the total amount payable
on exercise is equal to the total amount payable on exercise of the
old Option; and
(D) is otherwise in identical terms to the old Option and for this purpose
references to the Company in Rule 10, 11, 12, 13, 14, 15 and the
definitions shall, unless the context otherwise requires, be deemed to
refer to the Acquiring Company or, as the case may be, to the other
company over whose shares the new Option is granted.
The new Option shall for all other purposes of the Plan be treated as
having been acquired at the same time as the old Option in respect of which
it is granted.
12.3 The provisions of this Rule 12 shall apply with any consequential
amendments in the event that Control of the Acquiring Company itself
changes as a result of the events specified in Rule 12.1 above.
13. Variation of Share Capital
13.1 In the event of any variation in or reorganisation of the share capital of
the Company whether by way of capitalisation or offer by way of rights or
reduction, sub-division or consolidation of shares then the number of Plan
Shares subject to any Option and the Option Price shall be adjusted by the
Board in such manner as the Auditors confirm in writing to be fair and
reasonable provided that:-
(A) the aggregate amount payable on the exercise of an Option in full is
not increased;
(B) the Option Price is not reduced below the nominal value of an Ordinary
Share;
(C) no adjustment shall be made without the prior approval of the Board of
Inland Revenue; and
9
<PAGE>
(D) following the adjustment the Ordinary Shares subject to the Option
continue to satisfy the conditions specified in paragraphs 10 to 14
inclusive of Schedule 9.
13.2 The UK Board shall notify each Participant of any adjustment made pursuant
to this Rule 13 as soon as practicable thereafter.
14. Manner of Exercise of Options
14.1 No Option may be exercised by an individual at any time when he is, or by
the personal representatives of an individual who at the date of his death
was, precluded by paragraph 8 of Schedule 9 from participating in the Plan.
14.2 No Option may be exercised at any time when the shares which may thereby be
acquired are not Plan Shares as defined in Rule 2.
14.3 An Option shall be exercised by the Participant, or his personal
representatives, as the case may be, giving notice in writing in such form
as may be determined by the UK Board specifying the number of Plan Shares
in respect of which he wishes to exercise the Option and accompanied by the
appropriate payment in full (which shall not exceed the sum obtained by way
of repayment under the related Savings Contract). Such notice shall take
effect on the date of its receipt by the UK Company.
14.4 Subject to any necessary consents and to an Option having been exercised in
accordance with the provisions of this Rule 14, the UK Company shall as
soon as practicable and in any event not later than 30 days after the
exercise of an Option procure an allotment or the transfer to the
Participant of the number of Plan Shares specified in the notice exercising
the Option.
14.5 For the purposes of Rule 14.3 above, any repayment under the Savings
Contract shall exclude the repayment of any contribution the due date for
payment of which falls more than one month after the date on which
repayment is made.
14.6 All Plan Shares allotted pursuant to the exercise of any Option shall as to
voting, dividend, transfer and other rights including those arising in the
liquidation of the Company, rank equally in all respects and as to one
class with the Ordinary Shares of the Company in issue as at the date of
such allotment, save that any allotment made after the earlier of the date
of announcement of a proposed dividend or other distribution and the Record
Date of a proposed dividend or other distribution shall be made upon terms
that the Ordinary Shares so allotted are not entitled to participate
therein.
15. General
15.1 Participation in the Plan by a Participant is a matter entirely separate
from, and shall not affect, his pension rights and terms of employment and,
in particular (but without prejudice to the generality of the foregoing),
if a Participant shall for any reason cease to be employed by or hold
office in a Participating Company, he shall not be entitled by way of
compensation for loss or otherwise howsoever, to any sum or benefit to
compensate him for the loss of any right or benefit under the Plan.
10
<PAGE>
15.2 The UK Company shall maintain all necessary books of account and records
relating to the Plan.
15.3 The Plan shall in all respects be administered by the UK Board which may
make such Rules not being inconsistent with the terms and conditions hereof
for the conduct of the Plan as the UK Board thinks fit. Any dispute
regarding the interpretation of the Rules or the terms of any Option shall
be determined by the UK Board (upon such advice as it shall consider
necessary) and its decision shall be final and binding.
15.4 A Participant who is a director of the UK Company may notwithstanding his
interest, vote on any resolution of the UK Board concerning the Plan (other
than in respect of his own participation therein) and may retain any
benefits under the Plan.
15.5 The UK Board may, with the consent of the Board, alter this Plan in any
respect except that:-
(A) no alteration may be made which would alter to the disadvantage of a
Participant any rights already accrued to him except with his prior
written consent; and
(B) following the approval of the Plan under Schedule 9, no alteration
shall have effect until approved by the Board of Inland Revenue.
15.6 The cost of establishing and operating the Plan shall be borne by the
Participating Companies in such proportions as the Board shall determine.
15.7 Any notice or document may be given by the Company or the UK Company to any
Eligible Employee or Participant either personally or by first class post
to his last known address, and to the Company or the UK Company either
personally or by first class post to 5 Roundwood Avenue, Stockley Park,
Uxbridge, Middlesex UV11 1AX. Items sent by post shall be prepaid and shall
be deemed to have been received 72 hours after posting.
15.8 The UK Company will ensure that the Company keeps sufficient authorised but
unissued Ordinary Shares or has under its control sufficient issued
Ordinary Shares to permit the exercise of all unexercised Options.
15.9 The Board or the Company in general meeting may at any time terminate the
Plan and in such event no further Options will be granted, but the
subsisting rights of Participants will not thereby be affected.
11
Exhibit 5.1
OPINION AND CONSENT OF
CHARLES W. SPRAGUE
April 7, 2000
Fiserv, Inc.
255 Fiserv Drive
Brookfield, WI 53045
Fiserv, Inc.
Registration Statement on Form S-8
Dear Sirs:
I have acted as counsel to Fiserv, Inc., a Wisconsin corporation (the
"Company"), in connection with its Registration Statement on Form S-8 (the
"Registration Statement"), filed under the Securities Act of 1933 (the "Act"),
relating to the offer and proposed sale of up to 2,000,000 shares of the
Company's common stock (the "Shares") and related Preferred Stock Purchase
Rights (the "Rights") pursuant to the Fiserv, Inc. Employee Stock Purchase Plan,
the Canadian Employee Stock Purchase Plan, the Fiserv Group Savings-Related
Share Option Plan, the Singapore Employee Stock Purchase Plan, and the
Australian Employee Stock Purchase Plan (collectively the "Plans").
In that connection, I have examined originals, or copies certified or otherwise
identified to my satisfaction of such documents, corporate records and other
instruments as I have deemed necessary or appropriate for purposes of this
opinion, including the Restated Articles of Incorporation and By-Laws, as
amended, of the Company.
Based upon the foregoing, I am of the opinion that:
1. Fiserv has been duly organized and is validly existing as a corporation
under the laws of the State of Wisconsin.
2. The Shares have been duly authorized and are validly issued and fully paid
and nonassessable, except as provided in Section 180.0622(b) of the
Wisconsin Business Corporation Law.
3. The Rights to be issued with the Common Stock when issued pursuant to the
terms of Fiserv's Rights Agreement will be validly issued.
I hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to me under "Legal Matters" in each Prospectus
comprising a part of the Registration Statement. By giving the foregoing
consent, I do not admit that I come within the category of persons whose consent
is required under Section 7 of the Act.
Very truly yours,
/S/CHARLES W. SPRAGUE
Charles W. Sprague
Executive Vice President,
General Counsel and Secretary
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Fiserv, Inc. on Form S-8 of our reports dated January 28, 2000,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Fiserv, Inc. for the year ended December 31, 1999.
/S/DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Milwaukee, Wisconsin
April 7, 2000
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statements on Form S-8 covering
Common Stock of Fiserv, Inc., any or all amendments or post-effective amendments
to such Registration Statements, and to file the same, with all exhibits
thereto, and other documents therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
the 7 th day of April, 2000.
/S/ LESLIE M. MUMA
- --------------------
Leslie M. Muma
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statements on Form S-8 covering
Common Stock of Fiserv, Inc., any or all amendments or post-effective amendments
to such Registration Statements, and to file the same, with all exhibits
thereto, and other documents therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
the 7th day of April, 2000.
/S/ DONALD F. DILLON
- ---------------------
Donald F. Dillon
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statements on Form S-8 covering
Common Stock of Fiserv, Inc., any or all amendments or post-effective amendments
to such Registration Statements, and to file the same, with all exhibits
thereto, and other documents therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
the 7th day of April, 2000.
/S/ GEORGE D. DALTON
- ---------------------
George D. Dalton
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statements on Form S-8 covering
Common Stock of Fiserv, Inc., any or all amendments or post-effective amendments
to such Registration Statements, and to file the same, with all exhibits
thereto, and other documents therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
the 7th day of April, 2000.
/S/ DANIEL P. KEARNEY
- ---------------------
Daniel P. Kearney
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statements on Form S-8 covering
Common Stock of Fiserv, Inc., any or all amendments or post-effective amendments
to such Registration Statements, and to file the same, with all exhibits
thereto, and other documents therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
the 7th day of April, 2000.
/S/ GERALD J. LEVY
- ------------------
Gerald J. Levy
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statements on Form S-8 covering
Common Stock of Fiserv, Inc., any or all amendments or post-effective amendments
to such Registration Statements, and to file the same, with all exhibits
thereto, and other documents therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
the 7 th day of April, 2000.
/S/ L. WILLIAM SEIDMAN
- ----------------------
L. William Seidman
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statements on Form S-8 covering
Common Stock of Fiserv, Inc., any or all amendments or post-effective amendments
to such Registration Statements, and to file the same, with all exhibits
thereto, and other documents therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
the 7th day of April, 2000.
/S/ THEKLA R. SHACKELFORD
- -------------------------
Thekla R. Shackelford
