Non-qualified Stock Option Agreement For Outside Directors

OUTSIDE DIRECTOR


Exhibit 10.3


FISERV, INC.


NON-QUALIFIED STOCK OPTION AGREEMENT


Employee/Optionee: [NAME] Date: [DATE OF BOARD MEETING]


Number of Shares of Common Stock Subject To This Agreement: [SHARES]


Pursuant to the Fiserv, Inc. Stock Option and Restricted Stock Plan (the "Plan"), the Board of Directors of Fiserv, Inc. (the "Company") has granted to you on this date an option (the "Option") to purchase the number of shares of the Company's Common Stock, $.01 par value (the "Common Stock"), set forth above. Such number of shares (as such may be adjusted as described in Section 9(a) below) is herein referred to as the "Option Shares". The terms and conditions of the Option are set out below.


The Option is intended to be (and will be treated as) a "non-qualified stock option" for Federal income tax purposes. The Option will not be treated either by you or the Company as an "incentive stock option", as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

1. Date of Grant . This Option is granted to you on the date first above written (the "Date of Grant"). 2. Termination of Option . Your right to exercise this Option (and to purchase the Option Shares) shall expire and terminate in all events on the earlier of (a) the close of business on the tenth anniversary of the Date of Grant, or (b) the date provided in Section 6 hereof.

3. Option Price . The purchase price to be paid upon the exercise of this Option will be [CLOSING PRICE] per share, being at least equal to the fair market value of such shares on the date hereof.

4. Provisions Relating to Exercise .

(a) Except as provided in Section 6 hereof, you may not exercise this Option at any time prior to [VEST DATE] . Commencing on [VEST DATE] , you will become entitled to exercise this Option with respect to 20% of the Option Shares. Commencing on each of the four succeeding anniversaries of [VEST DATE] , you will become entitled to exercise this Option with respect to an additional 20% of the Option Shares.

(b) Once you become entitled to exercise any part of this Option (and purchase Option Shares) as provided in Section 4(a) hereof, that right will continue

until the date on which this Option expires and terminates pursuant to Section 2 hereof. The right to purchase Option Shares under this Option is cumulative, so that if the full number of Option Shares purchasable in a period shall not be purchased, the balance may be purchased at any time or from time to time thereafter during the term of the Option.

(c) The Board of Directors, in its sole discretion, may at any time accelerate the time at which this Option first becomes exercisable by you with respect to any Option Shares.

(d) Notwithstanding any other provision in this Option Agreement, you agree that while a Member of the Board of Directors of the Company ("Member"), and for a period of 12 months thereafter, you will not, directly or indirectly, on your behalf or on behalf of any other individual, association or entity, as agent or otherwise:

(i) contact any of the clients of any Fiserv Group Company for whom you directly performed any services or had any direct business contact for the purpose of soliciting business or inducing such client to acquire any product or service that at any time during the term of this Agreement is provided or under development by any Fiserv Group Company from any entity other than a Fiserv Group Company; (ii) contact any of the clients or prospective clients of any Fiserv Group Company whose identity or other client specific information you discovered or gained access to as a result of your access to any Fiserv Group Company's confidential information for the purpose of soliciting or inducing any of such clients or prospective clients to acquire any project or service that at any time during the term of this Agreement is provided or under development by any Fiserv Group Company from any entity other than a Fiserv Group Company;

(iii) use any Fiserv Group Company's confidential information to solicit, influence or encourage any clients or potential clients of any Fiserv Group Company to divert or direct their business to you or any other person, association or entity by or with whom you are employed, associated, engaged as agent or otherwise affiliated; or

(iv) encourage, induce or entice any employee of any Fiserv Group Company with access to or possession of confidential information of any Fiserv Group Company to leave any Fiserv Group Company's employment.


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If you violate any of the above covenants, in addition to other remedies of law, your right to exercise this Option shall terminate immediately.

(e) The Company may cancel, rescind, suspend, withhold or otherwise limit or restrict any unexpired, unpaid or deferred part of the Option at any time if you are not in compliance with all applicable provisions of this Agreement and the Plan, or if you engage in any of the activities listed in Section 4(d). In addition, failure to comply with the provisions of Section 4(d) prior ...