Nonemployee Director Stock Plan

EXHIBIT 10.9


Nonemployee Director Stock Plan
-------------------------------


BA Merchant Services, Inc.


November 1996


Contents - -------- - -----------------------------------------------------------
Page
----


Article 1. Establishment, Purpose, and Duration 1


Article 2. Definitions 1


Article 3. Administration 3


Article 4. Eligibility and Participation 3


Article 5. Nonqualified Stock Options 3


Article 6. Amendment, Modification, and Termination 6


Article 7. Miscellaneous 6


BA Merchant Services, Inc. - -------------------------- Nonemployee Director Stock Plan - ------------------------------- Article 1. Establishment, Purpose, and Duration - -----------------------------------------------


1.1 Establishment of the Plan. BA Merchant Services, Inc. (the
------------------------------- "Company") hereby establishes an incentive compensation plan to be known as the "BA Merchant Services, Inc. Nonemployee Director Stock Plan" (the "Plan"), as set forth in this document. The Plan permits the grant of Nonqualified Stock Options, subject to the terms and provisions set forth herein.


Upon approval by the Board of Directors of the Company, the Plan shall become effective as of the consummation of the Company's initial public offering (the "Effective Date"), and shall remain in effect as provided in Section 1.3 herein.


1.2 Purpose of the Plan. The purpose of the Plan is to promote the
------------------------- achievement of long-term objectives of the Company by linking the personal interests of Nonemployee Directors to those of Company shareholders, and to attract and retain Nonemployee Directors of outstanding competence.


1.3 Duration of the Plan. The Plan shall commence on the Effective Date
-------------------------- and shall remain in effect, subject to the right of the Board of Directors to terminate the Plan at any time pursuant to Article 6 herein. However, in no event may an Option be granted under the Plan on or after November 30, 2006.


Article 2. Definitions - ----------------------


Whenever used in the Plan, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized:


(a) "Award Agreement" means an agreement entered into by and between the
Company and a Nonemployee Director, setting forth the terms and
provisions applicable to an Option granted under the Plan.


(b) "Beneficial Owner" shall have the meaning ascribed to such term in
Rule 13d-3 of the General Rules and Regulations under the Exchange
Act.


(c) "Board" or "Board or Directors" means the Board of Directors of
the Company.


(d) "Code" means the Internal Revenue Code of 1986, as amended from time
to time.


(e) "Committee" means the Executive Personnel and Compensation Committee
of the Board of Directors of the Company.


(f) "Company" means BA Merchant Services, Inc., a Delaware corporation,
or any successor thereto as provided in Section 7.6 herein.


(g) "Director" means any individual who is a member of the Board of
Directors of the Company.


(h) "Disability" means a permanent and total disability, within the
meaning of Code Section 22(e)(3).


(i) "Employee" means any nonunion, salaried employee of the Company or
of the Company's Subsidiaries. For purposes of the Plan, an
individual whose only employment relationship with the Company is as
a Director, shall not be deemed to be an Employee.


(j) "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor Act thereto.


(k) "Fair Market Value" shall mean the closing price on the New York
Stock Exchange on the relevant date, or (if there were no sales on
such date) on the last trading date preceding the relevant date.


(l) "Nonemployee Director" means any individual who is a member of the
Board of Directors of the Company, but who is not otherwise an
Employee of the Company or an employee of BankAmerica Corporation or
any of its Subsidiaries.


(m) "Nonqualified Stock Option," "NQSO" or "Option" means an option to
purchase Shares, granted under Article 5 herein.


(n) "Option Price" means the price at which a Share may be purchased
under an Option.


(o) "Participant" means a Nonemployee Director of the Company who has
outstanding a viable Option granted under the Plan.


(p) "Person" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
thereof, including a "group" as defined in Section 13(d).


(q) "Shares" means the shares of Class A common stock of the Company,
par value $.01 per share.


(r) "Subsidiary" means any corporation in which the Company owns
directly, or indirectly through subsidiaries, at least fifty percent
(50%) of the total combined voting power of all classes of stock, or
any other entity (including, but not limited to, partnerships and
joint ventures) in which the Company owns at least fifty percent
(50%) of the combined equity thereof.


Article 3. Administration - -------------------------


3.1 The Executive Personnel and ...