NetSpend 2014 Annual Report Download - page 73

Employee stock options granted during or after 2006 (other than performance-based stock options) generally
become exercisable in three equal annual installments on the anniversaries of the date of grant and expire ten
years from the date of grant. Vesting for stock options granted during the years 2006 through 2009 (other than
performance-based stock options) accelerate upon retirement for employees who have reached age 62 and who
also have no less than fifteen years of service, or are 65, at the date of their election to retire. For stock options
granted during the years 2006 through 2009, share-based compensation expense is fully recognized for plan
participants upon meeting the retirement eligibility requirements of age and service. Employees not retirement
eligible who terminate employment only received the shares for the full vesting periods completed.
Stock options granted during 2010 and 2011 generally become exercisable in three equal annual installments on
the anniversaries of the date of grant and expire ten years from the date of grant. These options vest on a pro-
rata basis upon retirement based upon the number of months employed during the year of retirement. For stock
options granted during 2010 and 2011, share-based compensation expense is fully recognized for plan
participants upon meeting the retirement eligibility requirements of age and service. Employees not retirement
eligible who terminate employment only received the shares for the full vesting periods completed.
Stock options granted subsequent to 2011 generally become exercisable in three equal annual installments on
the anniversaries of the date of grant and expire ten years from the date of grant. For employees who retire
during the first 18 months of the options term, the options vest on a pro-rata basis based upon the number of
months employed during the year of retirement. If the employee retires after the 18-month period, vesting is
accelerated upon retirement. When an employee meets the requirements for retirement eligibility after the 18-
month period but before the final vesting period, the employee is fully vested in the options at that time.
Employees not retirement eligible who terminate employment only received the shares for the full vesting
periods completed.
Stock options granted prior to 2006 generally become exercisable at the end of a two to three-year period and
expire ten years from the date of grant. Vesting for stock options granted prior to 2006 accelerates upon
retirement for plan participants who have reached age 50 and who also have no less than fifteen years of service
at the date of their election to retire. Share-based compensation expense is recognized in income over the
remaining nominal vesting period with consideration for retirement eligibility.
Long-Term Incentive Plans
TSYS maintains the Total System Services, Inc. 2012 Omnibus Plan, Total System Services, Inc. 2007 Omnibus
Plan, Total System Services, Inc. 2002 Long-Term Incentive Plan,Total System Services, Inc. 2000 Long-Term
Incentive Plan and the Amended and Restated NetSpend Holdings Inc. 2004 Equity Incentive Plan for Options
and Restricted Shares Assumed by Total System Services, Inc. to advance the interests of TSYS and its
shareholders through awards that give employees and directors a personal stake in TSYS’ growth, development
and financial success. Awards under these plans are designed to motivate employees and directors to devote
their best efforts to the business of TSYS. Awards will also help TSYS attract and retain the services of employees
and directors who are in a position to make significant contributions to TSYS’ success.
The plans are administered by the Compensation Committee of the Company’s Board of Directors and enable
the Company to grant nonqualified and incentive stock options, stock appreciation rights, restricted stock and
restricted stock units, performance units or performance shares, cash-based awards, and other stock-based
awards.
All stock options must have a maximum life of no more than ten years from the date of grant. The exercise price
will not be less than 100% of the fair market value of TSYS’ common stock at the time of grant. Any shares related
to awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares,
are settled in cash in lieu of shares, or are exchanged with the Committee’s permission, prior to the issuance of
shares, for awards not involving shares, shall be available again for grant under the various plans. The aggregate
number of shares of TSYS stock which may be granted to participants pursuant to awards granted under the
various plans may not exceed the following: Total System Services, Inc. 2012 Omnibus Plan -17 million shares;
Total System Services, Inc. 2007 Omnibus Plan -5 million shares; Total System Services, Inc. 2002 Long-Term
Incentive Plan -9.4 million shares; and Total System Services, Inc. 2000 Long-Term Incentive Plan -2.4 million
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