Stock Ownership Guidelines, Share Retention Requirements and No Tax Gross-Ups Policy

TSYS® has adopted Stock Ownership Guidelines for members of the board and our executive officers. These guidelines require our executive officers to own shares of common stock having a value equal to five times base salary in the case of our Chairman and CEO, four times base salary in the case of our President and three times base salary for all other executive officers. 

Each of our directors must own common stock having a value equal to at least three times their annual cash retainer, which is currently $40,000. 

These ownership levels will be calculated annually. Executive officers and directors have five years to meet the minimum level with certain ownership thresholds that must be met in the interim period.

In addition, TSYS has adopted a Share Retention Policy for Senior Executives pursuant to which executive officers are required to retain ownership of at least 50% of all stock acquired by them through our equity compensation plans, net of taxes and transaction costs, until retirement or other termination of employment.

Our board believes these policies substantially enhance shareholder value by materially aligning management's interest with those of shareholders.

TSYS has also adopted a no Tax Gross-Ups Policy for Senior Executives.  This policy prohibits TSYS from making any tax gross-up payments to executive officers, except for gross-ups applicable to management employees generally, such as an expatriate tax equalization payment, and is applicable to new agreements or agreements that are materially amended subsequent to December 13, 2011.