This form 8-K/A amends item 5.02 of the Form 8-K (the “Form 8-K”) filed by Global Payments Inc. (the “Company”) on October 10, 2005.  The Form 8-K reported the departure of Mr. James G. Kelly as Chief Financial Officer of the Company and the appointments of Mr. James G. Kelly as Chief Operating Officer of the Company, Mr. Joseph C. Hyde as Chief Financial Officer of the Company, and Mr. Martin A. Picciano as Chief Accounting Officer of the Company.  At that time, employment agreements relating to these appointments between the Company and the above-named individuals had not been executed.  This Form 8-K/A is being filed to provide the relevant disclosures related to the completed employment agreements under 8-K items 1.01 and 5.02.

Item 1.01 Entry into a Material Definitive Agreement

The disclosures under Item 5.02 regarding the employment agreements between Messrs. Kelly and Hyde and the Company are incorporated into this item by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

In connection with appointing Mr. James G. Kelly as Chief Operating Officer, appointing Mr. Joseph C. Hyde as Chief Financial Officer and appointing Mr. Martin A. Picciano as Chief Accounting Officer, on October 10, 2005, the officers and the Company entered into employment agreements on June 2, 2006, the material terms of which are summarized below. Each of the foregoing executives is entitled to a minimum annual salary, subject to yearly review, plus an annual at-risk incentive bonus opportunity, which is determined annually based on a range of specific financial and non-financial objectives reflecting his area and scope of responsibility.  Each such executive is also entitled to participate in all incentive, savings and welfare benefit plans generally made available to employees of the Company. 

Each of the foregoing executives has agreed in his employment agreement not to disclose confidential information or compete with the employer, and not to solicit the employer’s customers or recruit its employees, for a period of 24 months following the termination of his employment.

Each of the employment agreements may be terminated by the Company at any time for “cause” or “poor performance” (as defined therein) or for no reason, or by the applicable executive with or without “good reason” (as defined therein).  Each employment agreement will also be terminated upon the death, disability or retirement of the executive.  Depending on the reason for the termination and when it occurs, the executive will be entitled to certain severance benefits, as described below. In each case, payment of the severance benefits will be delayed for such time as may be necessary to avoid a violation of Section 409A of the Internal Revenue Code.

If, prior to a change in control, any of the foregoing executive’s employment is terminated by the Company without cause (but not for poor performance) or he resigns for good reason, the Company will be required to pay him his accrued salary and benefits through the date of termination.  In addition, Mr. Kelly and Mr. Hyde are entitled to receive a portion of his target annual bonus for the current year. In the case of Mr. Kelly and Mr. Hyde, for up to 18 months, or until such executive is employed elsewhere or he violates certain restrictive covenants, the Company will continue to pay him his base salary and will reimburse him for up to 18 months of health insurance coverage provided pursuant to COBRA.  In addition, all of Mr. Kelly’s and Mr. Hyde’s restricted stock awards will vest and those stock options that would have vested in the next 24 months will vest and remain exercisable for 90 days after the termination date.  In the case of Mr. Picciano, for up to 9 months, or until he is employed elsewhere or he violates certain restrictive covenants, the Company will continue to pay him his base salary and will reimburse him for health insurance coverage provided pursuant to COBRA.  In addition, all of Mr. Picciano’s restricted stock awards that would have vested in the next 12 months will vest and those stock options that would have vested in the next 24 months will vest and remain exercisable for 90 days after the termination date.

If, prior to a change in control, any of the foregoing executive’s employment is terminated by the Company for poor performance, the Company will be required to pay him his accrued salary and benefits through the date of termination.  In addition, Mr. Kelly is entitled to receive a portion of his target annual bonus for the current year.  In the case of Mr. Kelly and Mr. Hyde, for up to 12 months, or until such executive is employed elsewhere or he violates certain restrictive covenants, the Company will continue to pay him his base salary and will reimburse him for health insurance coverage provided pursuant to COBRA.  In addition, all of Mr. Kelly’s and Mr. Hyde’s restricted stock awards and stock options that would have vested in the next 24 months will vest and the options will remain exercisable for 90 days after the termination date.  In the case of Mr. Picciano, for up to 6 months, or until he is employed elsewhere or he violates certain restrictive covenants, the Company will continue to pay him his base salary and will reimburse him for health insurance coverage provided pursuant to COBRA.

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