First Usa Paymentech Inc Sample Contracts

Paymentech Inc – Press Release (April 15th, 1999)

EXHIBIT 99.1 Press Release Paymentech CONTACT: Paymentech, Inc. First Data Corporation Investors: Jean Krone Bono Investors: Collen D'Alessandro (214) 849-3750 (770) 857-7188 Media: Rodney D Bell Media: Colleen Emigh (214) 849-3776 (770) 857-7183 FOR IMMEDIATE RELEASE GOVERNMENT REQUESTS ADDITIONAL INFORMATION IN PAYMENTECH ACQUISITION DALLAS/ATLANTA--April 15, 1999--Paymentech, Inc. (NYSE: PTI) and First Data Corporation (NYSE: FDC) today announced that, in connection with the pending merger involving Paymentech, the parties have received a "second request" from the Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The second request will allow the Department to review certain add

Paymentech Inc – PAYMENTECH IN AGREEMENT FOR ACQUISITION OF OUTSTANDING SHARES (March 23rd, 1999)

EXHIBIT 99.1 PAYMENTECH Contacts: Investors/Analysts: Jean Krone Bono, CFA (214) 849-3750 Media: Rodney D Bell (214) 849-3776 FOR IMMEDIATE RELEASE PAYMENTECH IN AGREEMENT FOR ACQUISITION OF OUTSTANDING SHARES DALLAS - March 22, 1999 Paymentech, Inc. (NYSE: PTI) today announced it has signed a definitive merger agreement for the acquisition by First Data Corporation (NYSE: FDC) of Paymentech's outstanding shares of common stock, other than shares owned by BANK ONE CORPORATION (NYSE: ONE), at a price of $25.50 per share. Public ownership (approximately 16 million shares) represents approximately 45% of the outstanding shares. Bank One owns th

Paymentech Inc – STOCKHOLDER AGREEMENT (March 23rd, 1999)

EXHIBIT 10.1 EXECUTION COPY STOCKHOLDER AGREEMENT THIS STOCKHOLDER AGREEMENT (this "Agreement") is dated as of March 22, 1999, among First Data Corporation, a Delaware corporation ("FDC"), FDC Offer Corporation, a Delaware corporation and a direct wholly-owned subsidiary of FDC ("Holdco"), FB Merging Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Holdco ("Merger Sub"), BANK ONE CORPORATION, a Delaware corporation ("Bank One"), and First USA Financial, Inc., a Delaware corporation and wholly-owned subsidiary of Bank One ("First USA"). W I T N E S S E T H: WHEREAS, concurrently herewith, FDC, Merger Sub and Paymentech, Inc., a Delaware corporation (the "Company"), are entering into an Agreement and Plan of Merger, a form of which is

Paymentech Inc – CONTRIBUTION AGREEMENT (March 23rd, 1999)

EXHIBIT 10.2 EXECUTION COPY CONTRIBUTION AGREEMENT DATED AS OF MARCH 22, 1999 BETWEEN FIRST DATA CORPORATION AND BANK ONE CORPORATION TABLE OF CONTENTS SECTION PAGE ARTICLE I DEFINITIONS 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . 2 1.2. Interpretation . . . . . . . . . . . . . . . . . . . . . . 2 ARTICLE II PRELIMINARY TRANSACTIONS 2.1. Divestiture of Excluded Assets. . . . . . . . . . . . . . 2 2.2. Subsidia

Paymentech Inc – AGREEMENT AND PLAN OF MERGER (March 23rd, 1999)

EXHIBIT 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER AMONG FIRST DATA CORPORATION FB MERGING CORPORATION AND PAYMENTECH, INC. DATED AS OF MARCH 22, 1999 TABLE OF CONTENTS AGREEMENT AND PLAN OF MERGER ARTICLE I Page ---- THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Paymentech Inc – PAYMENTECH SIGNS LETTER OF INTENT WITH FIRST DATA (February 17th, 1999)

Exhibit 99 Contacts: -------- Investor: Jean Krone Bono, CFA (214) 849-3750 Media: Rodney D Bell (214) 849-3776 FOR IMMEDIATE RELEASE PAYMENTECH SIGNS LETTER OF INTENT WITH FIRST DATA FOR MERCHANT PROCESSING SERVICES DALLAS - Feb. 17, 1999 - Paymentech, Inc. (NYSE: PTI), the nation's third largest payment processor, today announced that it signed a letter

Paymentech Inc – EMPLOYEE STOCK PURCHASE PLAN (May 11th, 1998)

EXHIBIT 10.2 FIRST AMENDMENT TO THE EMPLOYEE STOCK PURCHASE PLAN OF PAYMENTECH, INC. WHEREAS, Paymentech, Inc. a Delaware corporation (the "Company"), has heretofore maintained the Employee Stock Purchase Plan of Paymentech, Inc. (formerly known as the Employee Stock Purchase Plan of First USA Paymentech, Inc.; the "Plan") for the benefit of its employees; and WHEREAS, the Company considers it advisable to amend the Plan to increase by 250,000 shares the number of shares of Common Stock of the Company, $.01 par, available for issuance under the Plan, making a total of 400,000 shares available for issuance under the Plan; and WHEREAS, the Board of Directors of the Company, pursuant to Section 17 of the Plan, authorized this amendment on April 22, 1998; NOW THEREFORE, effective as of April 22, 1998, (the "Effec

Paymentech Inc – PAYMENTECH, INC. 1996 RESTRICTED STOCK PLAN (May 11th, 1998)

EXHIBIT 10.1 FIRST AMENDMENT TO THE AMENDED AND RESTATED PAYMENTECH, INC. 1996 RESTRICTED STOCK PLAN ------------------------------------------- WHEREAS, Paymentech, Inc., a Delaware corporation (the "Company"), has heretofore maintained the Amended and Restated Paymentech, Inc. 1996 Restricted Stock Plan (the "Plan") for the benefit of certain of its employees; and WHEREAS, the Compensation Committee of the Board of Directors approved this amendment to the Plan on the date set forth below; NOW, THEREFORE, the Company hereby amends the Plan as follows: 1. Paragraphs (k), (l) and (m) of Section 2 are hereby deleted in their entirety. 2. The last sentence of Section 6(a) i

Paymentech Inc – SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (May 11th, 1998)

EXHIBIT 10.3 FIRST AMENDMENT TO THE PAYMENTECH SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Effective as of March 22, 1996) Pursuant to Section 10.1 of the Paymentech Supplemental Executive Retirement Plan (Effective as of March 22, 1996) (hereinafter the "Plan") the Plan, as amended to date, is hereby further amended, effective as of July 1, 1997, as follows: 1. Article 4 of the Plan is amended by addition of Section 4.6 to read as follows: "4.6 RULES OF CALCULATION In calculating amounts under Section 4.1(a), Section 4.2(a), Section 4.3(a), Section 4.4(a) (including amounts calculated under such Sections for purposes of Section 7.1) and under Section 6.2(a), the Participant's Compensation for a Plan Year shall include any

Paymentech Inc – PAYMENTECH, INC. 1996 STOCK OPTION PLAN (February 12th, 1998)

EXHIBIT 10.1 FIRST AMENDMENT TO THE AMENDED AND RESTATED PAYMENTECH, INC. 1996 STOCK OPTION PLAN --------------------------------------- WHEREAS, Paymentech, Inc. a Delaware corporation (the "Company"), has heretofore maintained the Amended and Restated Paymentech, Inc. 1996 Stock Option Plan (the "Plan") for the benefit of certain of its employees; and WHEREAS, the Company considers it advisable to amend the Plan to increase the number of shares of Common Stock of the Company, par value $.01 per share, subject to the Plan; and WHEREAS, based upon the approval of the stockholders of the Company at the Annual Stockholders Meeting on December 3, 1997, the Board of Directors of the Company, pursuant to Section 8 of the Plan, has the authority to amend the Pl

First Usa Paymentech Inc – SUBLEASE INCORPORATING PROVISIONS (September 26th, 1997)

EXHIBIT 10.14 SUBLEASE INCORPORATING PROVISIONS OF LEASE This SUBLEASE INCORPORATING PROVISIONS OF LEASE entered into as of June 2, 1997 (this "Sublease") between FIRST USA FINANCIAL, INC., a Delaware -------- corporation ("Sublessor"), and FIRST USA PAYMENTECH, INC., a Delaware --------- corporation ("Sublessee"). --------- W I T N E S S E T H: ------------------- A. Pursuant to that certain Lease Agreement dated as of December 14, 1994 (the "Original Lease"), Comerica Bank-Texas, a Texas state banking -------------- association ("Comerica") leased to Sublessor portions of

First Usa Paymentech Inc – STOCK OPTION PLAN (September 26th, 1997)

EXHIBIT 10.5 AMENDED AND RESTATED FIRST USA PAYMENTECH, INC. 1996 STOCK OPTION PLAN ----------------- WHEREAS, the First USA Paymentech, Inc. 1996 Stock Option Plan (as amended by the First Amendment thereto, the "Original Plan") was adopted by the Board of Directors of First USA Paymentech, Inc., a Delaware corporation (the "Company") as of February 7, 1996 and approved by the sole stockholder as of February 7, 1996 and later approved by a majority of the public stockholders, and WHEREAS, the Company believes the Original Plan should be amended due to the merger of First USA, Inc. and Banc One Corporation, and WHEREAS, this Amended and Restated First USA Paymentech, Inc. 1996 Stock Option Plan (the "Plan") incorporates modific

First Usa Paymentech Inc – EMPLOYMENT AGREEMENT (September 26th, 1997)

EXHIBIT 10.17 EMPLOYMENT AGREEMENT -------------------- AGREEMENT by and among First USA Paymentech, Inc., a Delaware corporation (the "Company"), and Pamela Patsley (the "Executive"), dated as of the 27th day of June, 1997. The Board of Directors of the Company (the "Board") has determined that it is in the best interest of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive pending the merger of First USA, Inc. and Banc One Corporation (the "Merger") pursuant to the Agreement and Plan of Merger dated as of January 19, 1997 (the "Merger Agreement"). Therefore, in order to accomplish this objective, the Board has caused the Company to enter into this Agreement. NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 1. Effective Date. The "Effective Date" shall mean July 1, 19

First Usa Paymentech Inc – RESTRICTED STOCK PLAN (September 26th, 1997)

EXHIBIT 10.6 AMENDED AND RESTATED FIRST USA PAYMENTECH, INC. 1996 RESTRICTED STOCK PLAN --------------------- WHEREAS, the First USA Paymentech, Inc. 1996 Restricted Stock Plan was adopted by the Board of Directors of First USA Paymentech, Inc., a Delaware corporation (the "Company") as of February 7, 1996 and approved by the sole stockholder as of February 7, 1996 and later approved by a majority of the public stockholders, and WHEREAS, the Company believes the Plan should be amended due to the merger of First USA, Inc. and Banc One Corporation, and WHEREAS, this Amended and Restated First USA Paymentech, Inc. 1996 Restricted Stock Plan (the "Plan") incorporates modifications to the Plan to eliminate (i) the participation of officers other than

First Usa Paymentech Inc – FIRST AMENDMENT TO INTERCOMPANY SERVICES AGREEMENT (September 26th, 1997)

EXHIBIT 10.2 FIRST AMENDMENT TO INTERCOMPANY SERVICES AGREEMENT -------------------------------------------------- This FIRST AMENDMENT TO INTERCOMPANY SERVICES AGREEMENT is entered into this 24th day of June, 1997, by and between First USA Management, Inc., a Delaware corporation ("First USA"), First USA Financial, Inc., a Delaware corporation ("First USA Financial"), and First USA Paymentech, Inc., a Delaware corporation (the "Company"). WHEREAS, as of June 23, 1997, First USA Financial is, by assignment, the owner of the Marks, as defined in the INTERCOMPANY SERVICES AGREEMENT dated as of March 21, 1996, by and between First USA and Company (the "Agreement"), and as identified in Appendix A of the Agreement; and WHEREAS, First USA Financial, as the new owner of the Marks, desires to license to Company all of the rights in and to the Marks and assume all of the obli

First Usa Paymentech Inc – EMPLOYMENT AGREEMENT (September 26th, 1997)

EXHIBIT 10.18 EMPLOYMENT AGREEMENT -------------------- AGREEMENT by and among First USA Paymentech, Inc., a Delaware corporation (the "Company"), and [name]* (the "Executive"), dated as of the ---------------------- 27th day of June, 1997. The Board of Directors of the Company (the "Board") has determined that it is in the best interest of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive pending the merger of First USA, Inc. and Banc One Corporation (the "Merger") pursuant to the Agreement and Plan of Merger dated as of January 19, 1997 (the "Merger Agreement"). Therefore, in order to accomplish this objective, the Board has caused the Company to enter into this Agreement. NOW, THEREFORE, IT IS HEREBY AGRE

First Usa Paymentech Inc – SUBLEASE INCORPORATING PROVISIONS (September 26th, 1997)

EXHIBIT 10.15 SUBLEASE INCORPORATING PROVISIONS OF LEASE This SUBLEASE INCORPORATING PROVISIONS OF LEASE entered into as of June 2, 1997 (this "Sublease") between FIRST USA FINANCIAL, INC., a Delaware -------- corporation ("Sublessor"), and FIRST USA PAYMENTECH, INC., a Delaware --------- corporation ("Sublessee"). --------- W I T N E S S E T H: ------------------- A. Pursuant to that certain Lease Agreement dated as of December 14, 1994 (the "Original Lease"), Elm Partners Limited, a Texas limited partnership -------------- ("EPL") leased to Sublessor portions of thos

First Usa Paymentech Inc – AMENDMENT TO SUBLEASE INCORPORATING (September 26th, 1997)

EXHIBIT 10.16 AMENDMENT TO SUBLEASE INCORPORATING PROVISIONS OF LEASE This AMENDMENT TO SUBLEASE INCORPORATING PROVISIONS OF LEASE ("Amendment") is made to be effective as of July 10, 1997 (the "Effective --------- --------- Date"), by and between First USA Financial, Inc. ("Sublessor") and First USA ---- --------- Paymentech, Inc. ("Sublessee"). --------- RECITALS: A. Sublessor and Sublessee entered into a certain Sublease Incorporating Provisions of Lease dated as of June 2, 1997 (the "Sublease") with respect to certain premises described therein. The Sublease is -------- a sublease of certain prem

First Usa Paymentech Inc – UNDERWRITING AGREEMENT (June 25th, 1997)

EXHIBIT 1.2 First USA Credit Card Master Trust Class A Floating Rate Asset Backed Certificates, Series 1997-4 Class B Floating Rate Asset Backed Certificates, Series 1997-4 UNDERWRITING AGREEMENT May 28, 1997 Bear, Stearns & Co. Inc. as Representative of the Underwriters set forth herein 245 Park Avenue New York, New York 10167 Ladies and Gentlement: First USA Bank, a Delaware chartered banking corporation (the "Bank"), has duly authorized the issuance and sale to Bear, Stearns & Co. Inc. (the "Representative"), J.P. Morgan Securities Inc., SBC Warburg Inc. and Banc One Capital Corporation, as underwriters (the "Class A Underwriters") of First USA Credit Card Master Trust $500,000,000

First Usa Paymentech Inc – POOLING AND SERVICING AGREEMENT (June 25th, 1997)

EXHIBIT 99.2 FIRST USA BANK Transferor and Servicer and THE BANK OF NEW YORK (DELAWARE) on behalf of the Certificateholders _____________________________ SERIES 1997-4 SUPPLEMENT Dated as of June 10, 1997 to POOLING AND SERVICING AGREEMENT Dated as of September 1, 1992, as amended _____________________________ $602,410,000 FIRST USA CREDIT CARD MASTER TRUST Series 1997-4 TABLE OF CONTENTS

First Usa Paymentech Inc – POOLING AND SERVICING AGREEMENT (June 25th, 1997)

EXHIBIT 99.1 FIRST USA BANK Transferor and Servicer and THE BANK OF NEW YORK (DELAWARE) on behalf of the Certificateholders _____________________________ SERIES 1997-3 SUPPLEMENT Dated as of June 10, 1997 to POOLING AND SERVICING AGREEMENT Dated as of September 1, 1992, as amended _____________________________ $602,410,000 FIRST USA CREDIT CARD MASTER TRUST Series 1997-3 TABLE OF CONTENTS Pa

First Usa Paymentech Inc – UNDERWRITING AGREEMENT (June 25th, 1997)

EXHIBIT 1.1 First USA Credit Card Master Trust Class A Floating Rate Asset Backed Certificates, Series 1997-3 Class B Floating Rate Asset Backed Certificates, Series 1997-3 UNDERWRITING AGREEMENT ---------------------- May 22, 1997 Bear, Stearns & Co. Inc. as Representative of the Underwriters set forth herein 245 Park Avenue New York, New York 10167 Ladies and Gentlemen: First USA Bank, a Delaware chartered banking corporation (the "Bank"), has duly authorized the issuance and sale to Bear, Stearns & Co. Inc. (the "Representative"), J.P. Morgan Securities Inc., Swiss Bank Corporation, London Branch and Banc One Capital Corporation, as underwriters (th

First Usa Paymentech Inc – INTERNATIONAL PURCHASE AGREEMENT (December 9th, 1996)

EXHIBIT 1.2 ______________________________________________________________________________ ______________________________________________________________________________ FIRST USA PAYMENTECH, INC. (a Delaware corporation) 1,360,000 Shares of Common Stock INTERNATIONAL PURCHASE AGREEMENT -------------------------------- Dated: [__________], 1996 ______________________________________________________________________________ ______________________________________________________________________________ TABLE OF CONTENTS INTERNATIONAL PURCHASE AGREEMENT.............................................. 1 SECTION 1. Representations and

First Usa Paymentech Inc – U.S. PURCHASE AGREEMENT (December 9th, 1996)

EXHIBIT 1.1 =============================================================================== FIRST USA PAYMENTECH, INC. (a Delaware corporation) 5,440,000 Shares of Common Stock U.S. PURCHASE AGREEMENT ----------------------- Dated: [_________], 1996 =============================================================================== TABLE OF CONTENTS U.S. PURCHASE AGREEMENT................................................................. 1 SECTION 1. Representations and Warranties...................................... 3 ------------------------------ (a) Representations and Warran