2003 INCENTIVE COMPENSATION PLAN
ESTABLISHMENT OF PLAN
1.1 PLAN ADOPTION. CheckFree Corporation, a Delaware Corporation
("Corporation"), hereby adopts the CheckFree 2003 Incentive Compensation Plan
("Plan"), subject to the approval of the Corporation's stockholders. The Plan
shall become effective upon the date provided in Section 8.1 of the Plan (the
"Effective Date") and shall remain in effect for a period of 5 years from such
approval, subject to the right of the Board of Directors to amend or terminate
1.2 PURPOSE. The purpose of the Plan is to optimize the growth and
profitability of the Corporation by providing to key associates incentives that
encourage, recognize, and reward exceptional levels of corporate, business unit,
or individual performance. The Plan's intent is to use award dollars as a clear
communication vehicle linking the interests of eligible key associates with the
interests of the Corporation by establishing a direct link between performance
and incentive payments.
The following terms used in the Plan shall have the meanings set forth
2.1 "Associate" means any full-time, active employee of the Corporation.
2.2 "Award" means, individually or collectively, a grant under this Plan of
an opportunity to earn a cash bonus payment upon the terms and conditions set
forth in the action of the Committee granting the Award.
2.3 "Change in Control" of the Corporation shall be deemed to have occurred
as of the first day that any one or more of the following conditions shall have
(a) Any Person (other than a Person in control of the Corporation as
of the Effective Date of the Plan, or other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Corporation, or a
corporation owned directly or indirectly by the stockholders of the Corporation
in substantially the same proportions as their ownership of voting securities of
the Corporation) becomes the Beneficial Owner, directly or indirectly, of
securities of the Corporation representing a majority of the combined voting
power of the Corporation's then outstanding securities; or
(b) The stockholders of the Corporation approve: (i) a plan of
complete liquidation of the Corporation; or (ii) an agreement for the sale or
disposition of all or substantially all the Corporation's assets; or (iii) a
merger, consolidation, or reorganization of the Corporation with or involving
any other corporation, other than a merger, consolidation, or reorganization
that would result in the voting securities of the Corporation outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) at least a majority of the combined voting power of the voting
securities of the Corporation (or such surviving entity) outstanding immediately
after such merger, consolidation, or reorganization.
However, in no event shall a "Change in Control" be deemed to have
occurred, with respect to a Participant, if the Participant is part of a
purchasing group which consummates the Change in Control transaction. A
Participant shall be deemed "part of a purchasing group" for purposes of the
preceding sentence if the Participant is an equity participant or has been
identified as a potential equity participant in the purchasing company or group
(except for: (i) passive ownership of less than three percent (3%) of the stock
of the purchasing company; or (ii) ownership of equity participation in the
purchasing company or group which is otherwise not significant, as determined
prior to the Change in Control by a majority of the nonemployee continuing
For purposes of this definition of Change in Control, "Person" shall
have the meaning ascribed to such term in Section 3(a)(9) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and used in Section 13(d)
and 14(d) thereof, including a "group" as defined in Section 13(d) thereof, and
"Beneficial Owner" shall have the meaning ascribed to such term in Rule 13d-3 of
the General Rules and Regulations under the Exchange Act.
2.4 "Code" means the Internal Revenue Code of 1986, as amended from time to
2.5 "Committee" has the meaning set forth in Section 3.1 herein.
2.6 "Corporation" means CheckFree Corporation, a Delaware corporation,
together with any parent, subsidiary or successor thereto.
2.7 "Covered Officer" means a Participant who is anticipated to be one of
the group of "covered employees," as defined in the Code and the regulations
under Code Section 162(m), or any successor statute.
2.8 "Director" means any individual who is a member of the Board of
Directors of the Corporation.
2.9 "Disability" means any injury of the body or any disorder of the body
or mind which renders the Participant unable to perform the material and
substantial duties of his regular employment by the Corporation at the time of
his termination of employment with the Corporation. The Corporation's
determination that a termination of employment was not due to Disability may be
disputed by a Participant for purposes of determining any Award payable under
Section 5.4 of this Plan upon written notice to the Corporation's Chief
Financial Officer within 30 days after the Participant's termination of
employment. If so disputed, the Corporation will promptly select a physician,
the Participant will promptly select a physician, and the physicians so selected
will select a third physician ("Independent Physician") who will make a binding
determination of Disability. The Participant will make himself available for and
submit to examinations by such physicians as may be directed by the Corporation.
Failure of the Participant to submit to any examination or failure of the
Independent Physician to render his determination within 90 days of the date of
the notice that the Participant disputed the Corporation's determination shall
constitute acceptance of the Corporation's determination as to Disability.
2.10 "Effective Date" shall have the meaning ascribed to such term in
Section 1.1 hereof.
2.11 "Participant" means any Associate who has outstanding an Award granted
under the Plan.
2.12 "Performance-based Exception" means the performance-based exception
from the tax deductibility limitations of Code Section 162(m).
2.13 "Parent" means any corporation, partnership, joint venture or other
entity which has a majority voting interest in the Corporation.
2.14 "Subsidiary" means any corporation, partnership, joint venture or
other entity in which the Corporation has a majority voting interest.
3.1 THE COMMITTEE. The Plan will be administered by the Stock Option and
Compensation Committee ("Committee") of the Board of Directors of the
Corporation composed of two or more "outside directors" within the meaning of
Code Section 162(m).
3.2 AUTHORITY. The Committee shall have the full power to select key
Associates who shall participate in the Plan; determine the size, terms and
conditions of Awards in a manner consistent with the Plan; interpret and
construe the Plan; and adopt such rules, regulations, and procedures for the
administration of the Plan as the Committee deems necessary or advisable.
3.3 DECISIONS BINDING. The Committee's interpretations of the Plan, and all
decisions and determinations made by the Committee, shall be conclusive and
binding on all parties, including the Corporation and any Participant or other
person claiming a right to payment with respect to an Award under the Plan.
4.1 ASSOCIATES; COVERED OFFICERS. All persons deemed by the Committee to be
key Associates are eligible to be granted Awards under the Plan. Not later than
90 days after the beginning of each fiscal year of the Corporation, the
Committee will identify those Covered Officers whose compensation is anticipated
to be affected by the Code Section 162(m) limitation on the deductibility of
compensation and assign each such Covered Officer to a separate Participant
group for the purposes of defining their Awards under the Plan.
4.2 PARTIAL YEAR PARTICIPATION. Persons who become key Associates of the
Corporation after the date of the Committee's initial grant of Awards but prior
to the end of the fiscal year, whether due to promotion, transfer or initial
commencement of employment with the Corporation, may be granted Awards by the
Committee on a partial year basis. In each such case, the Committee shall
specify the terms and conditions of such Award, including any pro rata
allocations of the performance measures to such partial year Participants.
5.1 PERFORMANCE MEASURES. For each fiscal year, the Committee shall first
establish written annual performance goals based on any one or more of the
following objective performance measures: revenues, market share, earnings per
share (actual or targeted growth), income or loss from operations, income or
loss before taxes, income or loss before extraordinary items, income or loss
before taxes and extraordinary items, net income or loss, net income or loss per
common share, cash flow, free cash flow, price of the Corporation's common
stock, shareholder return, return on equity, return on investment, return on
capital, economic profit, or economic value added. Subject to the terms of the
Plan, each of the performance goals may be defined by the Committee on a
corporate, affiliate, business unit or individual basis, and may include or
exclude specified extraordinary or non-recurring items and may be measured
before or after applicable taxes. Each performance goal shall have a minimum
performance standard below which no payments will be made. The performance goals
may be based on an analysis of historical performance and growth expectations,
financial results of other comparable businesses, and progress towards achieving
the Corporation's long-range strategic plan for the business. The performance
goals and determination of results shall be based entirely on objective measures
for all identified Covered Officers.
5.2 GRANT OF PERFORMANCE AWARDS. Performance goals based on the
pre-established performance measures and the potential Awards that will be
payable upon attainment of those performance goals, expressed as a percentage of
base salary as of July 1 of each fiscal year, will be established in writing by
the Committee not later than 90 days after the commencement of the fiscal year
to which the goals relate and, for performance periods shorter than one year,
prior to the completion of 25% of such period. The target incentive compensation
for each selected Participant will be based on the level and functional
responsibility of his or her position, size of the business for which the
Participant is responsible, and competitive practices. Performance goals may
differ for Awards granted to any one Participant or to different Participants.
The Committee may determine that any Award shall be based on more than one
performance measure. The Committee may increase or decrease individual awards
based upon extraordinary circumstances; provided, however, the Committee may not
use any discretion to increase or otherwise modify award results for Covered
Officers except as permitted under Code Section 162(m).
5.3 AWARD AGREEMENTS. The Committee may require that any Award be evidenced
by a written agreement which may contain such terms and conditions as the
Committee may require. In the event of any conflict between such Award
agreements and the Plan, however, the terms of the Plan shall control.
5.4 PAYMENT OF AWARDS. Unless payment is deferred as provided in Section
5.6, Awards will be payable in cash, annually, after the date the Corporation's
audited financial statements have been certified by the Corporation's auditor
for the relevant fiscal year of computation; provided that awards will be paid
to Covered Officers only after the Committee has certified in writing in the
minutes of a committee meeting or otherwise that the performance goals
applicable to Covered Officers and any other material terms of the Plan have
been satisfied. No Award will be paid to any Participant who is not employed by
the Corporation on the last day of the fiscal year to which the Award relates
except as determined by the Committee; provided, however, the Participant shall
be paid in accordance with Sections 6.1 and 6.2 in the event that a Change in
Control of the Corporation has occurred during the fiscal year; provided
further, in the event of a Participant's death or a termination of a
Participant's employment by the Corporation prior to the last day of the fiscal
year by reason of Disability, the Participant or his estate shall be paid, at
the same time that other Awards are paid, an amount based upon the actual
achievement of the relevant performance objectives for that fiscal year,
pro-rated for the number of days that elapsed within the fiscal year prior to
such termination of employment; and provided further, the Committee may not use
its discretion to increase or otherwise modify award results for Covered
Officers except as permitted under Section 162(m) of the Code. Awards are
subject to income and other payroll tax withholding by the Corporation.
5.5 MAXIMUM AWARD. The annual Award payable to any Participant under the
Plan shall not exceed $2 million.
5.6 DEFERRALS. The Committee may permit a Participant to defer such
Participant's receipt of payment of an Award that would otherwise be due to the
Participant. In any such case, the Committee shall, in its sole discretion,
determine the rules and procedures for such deferral.
5.7 ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NON-RECURRING EVENTS. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
non-recurring events (including, without limitation, acquisitions or
dispositions of assets or businesses) affecting the Corporation or the financial
statements of the Corporation or of changes in applicable laws, regulations, or
accounting principles, whenever the Committee determines that such adjustments
are appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan; provided,
however, the Committee may not use any discretion to modify award results for
Covered Officers except as permitted under Code Section 162(m).
CHANGE IN CONTROL
6.1 PRO RATA AWARDS. In the event of a Change in Control of the
Corporation, there shall be paid out to Participants an amount based upon an
assumed achievement of the relevant performance objectives at the 100% target
level for the fiscal year, pro rated for the number of days that elapsed within
the fiscal year prior to the Change in Control.
6.2 PAYMENT. Not later than 30 days following the effective date of the
Change in Control, the pro rata payments provided in Section 6.1 hereof shall be
paid to all Participants of the Plan who are employed by the Corporation on the
day immediately preceding the day when the Change in Control becomes effective,
and following such payment, the Corporation or any successor thereto shall have
no further obligations under this Plan.
7.1 GUIDELINES. From time to time the Committee may adopt written
guidelines for implementation and administration of the Plan.
7.2 NO RIGHT TO AWARDS. No Associate or other person shall have the right
to be selected to receive an Award under the Plan or, if so selected, to be
selected to receive a future Award.
7.3 NON-FUNDED PLAN. The Corporation will not be required to establish any
special or separate fund or make any other segregation of assets to assure the
payment of any award under the Plan, and all Participants shall be general
unsecured creditors with respect to any Awards payable to them.
7.4 NON-TRANSFERABILITY OF AWARDS. No Award granted under the Plan may be
sold, transferred, pledged, assigned or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution.
7.5 EXPENSES OF PLAN. The costs and expenses of administering the Plan will
be borne by the Corporation.
7.6 TAX WITHHOLDING. The Corporation shall have the right to withhold any
foreign, federal, state or local taxes as required by law.
7.7 LIMITATION ON RIGHTS CONFERRED. Nothing in the Plan, in any Award, or
in any action taken under the Plan shall confer on any Participant the right to
become or continue to be an employee of the Corporation or interfere in any way
with the right of the Corporation to terminate such Participant's employment at
7.8 GOVERNING LAW. The validity, construction and effect of the Plan, any
rules and regulations under the Plan, and any awards made under the Plan shall
be determined in accordance with the laws of the state of Delaware without
giving effect to principles of conflicts of laws, and any applicable federal
7.9 SUCCESSORS. All obligations under the Plan shall be binding upon and
inure to the benefit of any successor of the Corporation, whether such successor
is the result of a direct or indirect purchase of all or substantially all of
the business and assets of the Corporation or a merger, consolidation, or
reorganization, or otherwise.
7.10 SEVERABILITY. In the event that any provision of the Plan shall be
held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.
EFFECTIVE DATE; AMENDMENT; TERMINATION
8.1 EFFECTIVE DATE. The Plan will be submitted to the stockholders of the
Corporation for approval at the 2003 annual meeting of stockholders and, if
approved by a majority of votes cast, will become retroactively effective as of
July 1, 2003.
8.2 AMENDMENT; TERMINATION. The Corporation may at any time terminate or,
from time to time, amend the Plan by action of the Board of Directors or by
action of the Committee without stockholder approval unless such approval is
required to satisfy the applicable provisions of Code Section 162(m) or other
relevant laws. The Corporation and the Committee may amend the Plan and take
such other action as they may deem necessary or appropriate to comply with Code
Section 162(m) and regulations issued thereunder. No amendment or termination of
the Plan shall, without the written consent of the Participant, materially and
adversely affect the rights of the Participant under any previously granted and
8.3 CODE SECTION 162(M) COMPLIANCE. In the event that changes are made to
Code Section 162(m) to permit greater flexibility with respect to any Award
available under the Plan, the Committee may, subject to Section 8.2, make any
adjustments it deems appropriate. If the applicable tax or securities laws
change to permit the Committee discretion to alter the governing performance
goal measures set forth in Section 5.1 without obtaining stockholder approval of
such change, the Committee shall have sole discretion to make such changes
without obtaining stockholder approval. At all times when Code Section 162(m) is
applicable, all Awards granted under this Plan shall comply with the
requirements of Code Section 162(m); provided, however, that in the event the
Board of Directors of the Corporation determines that such compliance is not
desired with respect to any Award available for grant under the Plan, then
compliance with Code Section 162(m) will not be required.
By: /s/ Peter J. Kight
Peter J. Kight, President and Chief