EXHIBIT 99.1
FIDELITY NATIONAL INFORMATION SERVICES, INC.
STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
REFERENCE NUMBER: 2005-A
SECTION 1. GRANT OF OPTION.
(a) OPTION. On the terms and conditions set forth in this Agreement and each
Notice of Stock Option Grant referencing this Agreement (the "Notice"), the
Company grants to the Optionee on the Date of Grant an option to purchase at the
Exercise Price a number of Shares, all as set forth in the Notice. Each such
Notice, together with this referenced Agreement, shall be a separate option
governed by the terms of this Agreement. This option is intended to be an ISO or
a Nonstatutory Option, as provided in the Notice. If this option is designated
as an ISO in the Notice, but fails to so qualify, it shall be treated as a
Nonstatutory Option.
(b) DEFINED TERMS. This option is granted under and subject to the terms of the
Plan, which is incorporated herein by this reference. Capitalized terms are
defined in Section 13 of this Agreement.
(c) DURATION OF THIS AGREEMENT. This Agreement shall apply both to this option
and to the Shares acquired upon the exercise of this option until this option
has been exercised with respect to all Shares subject to this option.
SECTION 2. RIGHT TO EXERCISE.
Subject to the conditions set forth in this Agreement, all or part of this
option may be exercised prior to its expiration at the time or times set forth
in the Notice.
SECTION 3. NO TRANSFER OR ASSIGNMENT OF OPTION.
This option and the rights and privileges conferred hereby shall not be
transferred assigned, pledged or hypothecated (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or other similar
process, except by beneficiary designation, will or the laws of descent and
distribution.
SECTION 4. EXERCISE PROCEDURES.
(a) NOTICE OF EXERCISE. The Optionee or the Optionee's representative may
exercise this option by giving written notice to the Company specifying the
election to exercise this option, the number of Shares for which it is being
exercised and the form of payment. Exhibit A is an example of a "Notice of
Exercise". The Notice of Exercise shall be signed by the person exercising this
option. In the event that this option is being exercised by the Optionee's
representative, the notice shall be accompanied by proof (satisfactory to the
Company) of the representative's right to exercise this option. The Optionee or
the Optionee's representative shall
deliver to the Company, at the time of giving the notice, payment in a form
permissible under Section 5 for the full amount of the Purchase Price.
(b) WITHHOLDING REQUIREMENTS. The Company may withhold any tax (or other
governmental obligation) as a result of the exercise of this option, as a
condition to the exercise of this option, and the Optionee shall make
arrangements satisfactory to the Company to enable it to satisfy all such
withholding requirements. The Optionee shall also make arrangements satisfactory
to the Company to enable it to satisfy any withholding requirements that may
arise in connection with the disposition of Shares purchased by exercising this
option.
(c) EMPLOYEE STOCKHOLDERS' AGREEMENT. As a condition to the exercise of this
option, each Optionee must become a party to the Employee Stockholders'
Agreement.
(d) ISSUANCE OF SHARES. After receiving a proper notice of exercise and after
satisfaction of the conditions of this Agreement, including, without limitation
Sections 4(c) and 7 and 9, the Company shall cause to be issued a certificate or
certificates for the Shares as to which this option has been exercised,
registered in the name of the person exercising this option.
SECTION 5. PAYMENT FOR SHARES.
(a) CASH OR CHECK. All or part of the Purchase Price may be paid in cash or by
personal check at the time this option is exercised.
(b) NET CASHLESS EXERCISE. In lieu of paying the Purchase Price as described in
Section 5(a) above, the Optionee may pay all or a portion of the Purchase Price
and any applicable withholding requirements by reducing the number of Shares
otherwise to be delivered upon exercise of this option by the number of such
Shares having a Fair Market Value equal to the amount to be paid upon exercise.
(c) ALTERNATIVE METHODS OF PAYMENT FOR SHARES. At the sole discretion of the
Committee, all or any part of the Purchase Price and any applicable withholding
requirements may be paid by any alternative method selected by the Committee.
The Committee's exercise of its discretion to allow the Optionee to pay the
exercise price pursuant to an alternative method shall not bind the Committee to
permit such alternative method of payment for the remainder of this option or
with respect to any other option or optionee under the Plan.
SECTION 6. TERM AND EXPIRATION.
(a) BASIC TERM. Subject to earlier termination in accordance with subsection (b)
below, this option shall expire on the expiration date set forth in the Notice.
(b) TERMINATION OF SERVICE. If the Optionee's Service terminates for any reason,
then this option shall expire on the earliest of the following occasions:
(i) The expiration date determined pursuant to Subsection (a) above;
(ii) The date twelve (12) months after the Optionee's Retirement,
death, Disability or termination without Cause; or
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(iii) The date of termination of the Optionee's Service if such
termination is for Cause or if Cause exists on such date or if the
Optionee terminates his or her Service voluntarily.
Unless the Notice shall otherwise provide, the Optionee (or in the case of the
Optionee's death or Disability, the Optionee's representative) may exercise all
or a part of this option at any time before the expiration date described in the
preceding sentence only to the extent that this option has become exercisable
for vested Shares on or before the date the Optionee's Service terminates.
Unless the Notice shall otherwise provide, the balance of this option (which is
not exercisable and vested on the date the Optionee's Service terminates) shall
lapse when the Optionee's Service terminates.
(c) LEAVES OF ABSENCE. For any purpose under this Agreement, Service shall be
deemed to continue while the Optionee is on a bona fide leave of absence, if
such leave was approved by the Company or any Subsidiary in writing or if
continued crediting of Service for such purpose is expressly required by the
terms of such leave or by applicable law (as determined by the Company or
Subsidiary).
(d) NOTICE CONCERNING ISO TREATMENT. If this option is designated as an ISO in
the Notice, it ceases to qualify for favorable tax treatment as an ISO to the
extent it is exercised (i) more than three (3) months after the date the
Optionee ceases to be an Employee for any reason other than death or permanent
and total disability (as defined in Section 22(e)(3) of the Code), (ii) more
than twelve (12) months after the date the Optionee ceases to be an Employee by
reason of such permanent and total disability or (iii) after the Optionee has
been on a leave of absence for more than ninety (90) days, unless the Optionee's
reemployment rights are guaranteed by statute or by contract.
SECTION 7. LEGALITY OF INITIAL ISSUANCE.
No Shares shall be issued upon the exercise of this option unless and
until the Company has determined that:
(a) The Company and the Optionee have taken all actions required to
register the Shares under the Securities Act or to perfect an
exemption from the registration requirements thereof;
(b) Any applicable listing requirement of any stock exchange or other
securities market on which the Shares are is listed has been
satisfied; and
(c) Any other applicable provision of state or federal law has been
satisfied.
SECTION 8. REGISTRATION RIGHTS.
The Company may, but shall not be obligated to, register or qualify the
sale of Shares under the Securities Act or any other applicable law. The Company
shall not be obligated to take any affirmative action in order to cause the sale
of Shares under this Agreement to comply with any law.
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SECTION 9. OPTIONEE REPRESENTATIONS AND COVENANTS
(a) OPTIONEE UNDERTAKING. The Optionee agrees to take whatever additional action
and execute whatever additional documents the Company may deem necessary or
advisable to carry out or effect one or more of the obligations or restrictions
imposed on either the Optionee or upon the Shares pursuant to the provisions of
this Agreement and the Employee Stockholders' Agreement.
(b) INVESTMENT INTENT. The Optionee represents and agrees that as of the Date of
Xxxxx, the Shares to be acquired upon exercising this option will be acquired
for investment, and not with a view to the sale or distribution thereof. If the
sale of Shares under the Plan is not registered under the Securities Act but an
exemption is available which requires an investment representation or other
representation, the Optionee shall represent and agree at the time of exercise
that the Shares being acquired upon exercising this option are being acquired
for investment, and not with a view to the sale or distribution thereof, and
shall make such other representations as are deemed necessary or appropriate by
the Company and its counsel.
SECTION 10. ADDITIONAL CONDITIONS.
(a) SECURITIES LAW RESTRICTIONS. Regardless of whether the offering and sale of
Shares under the Plan have been registered under the Securities Act or have been
registered or qualified under the securities laws of any state, the Company at
its discretion may impose restrictions upon the sale, pledge or other transfer
of such Shares (including the placement of appropriate legends on stock
certificates or the imposition of stop-transfer instructions) if, in the
judgment of the Company, such restrictions are necessary or desirable in order
to achieve compliance with the Securities Act or the securities laws of any
state or any other law. Such restrictions may be in addition to the restrictions
set forth in the Employee Stockholders' Agreement.
(b) LEGENDS. In addition to any legends required by the Employee Stockholders'
Agreement, all certificates evidencing Shares purchased under this Agreement
shall bear the following legends:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY FOREGOING OR STATE SECURITIES LAWS AND MAY NOT BE
OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS ALSO
SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE
EMPLOYEE STOCKHOLDERS' AGREEMENT DATED AS OF [________, 200__], COPIES OF
WHICH MAY BE OBTAINED UPON REQUEST FROM FIDELITY NATIONAL INFORMATION
SERVICES, INC. OR ANY SUCCESSOR THERETO."
(c) REMOVAL OF LEGENDS. If, in the opinion of the Company, any legend placed on
a stock certificate representing Shares sold under this Agreement is no longer
required, the holder of such certificate shall be entitled to exchange such
certificate for a certificate representing the same number of Shares but without
such legend.
(d) ADMINISTRATION. Any determination by the Company in connection with any of
the matters set forth in this Section 10 shall be conclusive and binding on the
Optionee and all other persons.
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SECTION 11. ADJUSTMENT OF SHARES.
In the event of a Recapitalization, the terms of this option (including,
without limitation, the number and kind of Shares subject to this option and the
Exercise Price) shall be adjusted as set forth in Section 10(a) of the Plan. In
the event that the Company is a party to a merger or consolidation, this option
shall be subject to the agreement of merger or consolidation, as provided in
Section 10(b) of the Plan.
SECTION 12. MISCELLANEOUS PROVISIONS.
(a) RIGHTS AS A STOCKHOLDER. Neither the Optionee nor the Optionee's
representative shall have any rights as a stockholder with respect to any Shares
subject to this option until the Optionee or the Optionee's representative
becomes entitled to receive such Shares by (i) filing a notice of exercise, (ii)
paying the Purchase Price as provided in this Agreement, and (iii) satisfying
the requirements of this Agreement.
(b) NO RETENTION RIGHTS. Nothing in this option or in the Plan shall confer upon
the Optionee any right to continue in Service for any period of specific
duration or interfere with or otherwise restrict in any way the rights of the
Company (or any Parent or Subsidiary employing or retaining the Optionee) or of
the Optionee, which rights are hereby expressly reserved by each, to terminate
his or her Service at any time and for any reason, with or without cause.
(c) NOTIFICATION. Any notification required by the terms of this Agreement shall
be given in writing and shall be deemed effective upon personal delivery or upon
deposit with the United States Postal Service, by registered or certified mail,
with postage and fees prepaid. A notice shall be addressed to the Company at its
principal executive office and to the Optionee at the address that he or she
most recently provided to the Company.
(d) ENTIRE AGREEMENT. The Notice, this Agreement and the Plan (and upon exercise
of this option, the Employee Stockholders' Agreement) constitute the entire
contract between the parties hereto with regard to the subject matter hereof.
They supersede any other agreements, representations or understandings (whether
oral or written and whether express or implied) which relate to the subject
matter hereof.
(e) WAIVER. No waiver of any breach or condition of this Agreement shall be
deemed to be a waiver of any other or subsequent breach or condition whether of
like or different nature.
(f) SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall inure to the
benefit of, and be binding upon, the Company and its successors and assigns and
upon the Optionee, the Optionee's assigns and the legal representatives, heirs
and legatees of the Optionee's estate, whether or not any such person shall have
become a party to this Agreement and have agreed in writing to be join herein
and be bound by the terms hereof.
(g) CHOICE OF LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, as such laws are applied to
contracts entered into and performed in such State.
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SECTION 13. DEFINITIONS.
(a) "AFFILIATE" shall mean any person or entity directly or indirectly
controlling, controlled by, or under common control with another person.
(b) "AGREEMENT" shall mean this Stock Option Agreement.
(c) "BOARD OF DIRECTORS" shall mean the Board of Directors of the Company, as
constituted from time to time.
(d) "CAUSE" shall mean with respect to an Optionee, "cause" as defined in any
employment agreement between the Optionee and the Company (or, if applicable,
the Subsidiary employing the Optionee) or if the Optionee is not a party to an
employment agreement or "cause" is not defined therein, the following unless
another meaning is specifically provided by the Committee or in the
participant's option agreement:
(i) Any conviction or plea of guilty or nolo contendere to a felony,
(ii) Any willful misconduct or gross negligence, or
(iii) Any willful breach of any written policy or any confidential or
proprietary information, non-compete or non-solicitation covenant
for the benefit of the Company or any of its Affiliates.
(e) "CODE" shall mean the Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated thereunder.
(f) "COMMITTEE" shall mean a committee of the Board of Directors, as described
in Section 2 of the Plan.
(g) "COMPANY" shall mean Fidelity National Information Services, Inc., a
Delaware corporation and any successor thereto.
(h) "CONSULTANT" shall mean a person who performs bona fide services for the
Company, a Parent or a Subsidiary as a consultant or advisor, excluding
Employees and Directors.
(i) "DATE OF GRANT" shall mean the date specified in the Notice, which date
shall be the later of (i) the date on which the Committee resolved to grant this
option or (ii) the first day of the Optionee's Service.
(j) "DIRECTOR" shall mean a member of the Board of Directors who is not an
Employee.
(k) "DISABILITY", with respect to the Optionee, shall mean (i) "disability" as
defined in any employment agreement or engagement agreement between the between
the Optionee and the Company (or, if applicable, the Subsidiary employing or
retaining the Optionee) or (ii) if the Optionee is not a party to any such
agreement or "disability" is not defined therein, the following: (A) the
inability of the Optionee to perform the duties of participant's employment or
engagement with the Company due to physical or emotional incapacity or illness,
where such
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inability continues for ninety (90) days and is expected to be of long-continued
and indefinite duration; or (ii) the Optionee shall be entitled to disability
retirement benefits under the federal Social Security Act or to recover benefits
under any long-term disability plan or policy maintained by the Company.
(l) "EMPLOYEE" shall mean any individual who is a common-law employee of the
Company, a Parent or a Subsidiary.
(M) "EMPLOYEE STOCKHOLDERS' AGREEMENT" shall mean any stockholders' agreement,
right of first refusal agreement, or other agreement regarding restrictions on
the Optionee's ability to vote, transfer, sell, assign, pledge or hypothecate
the Shares underlying this option, entered into by and among the Company and the
other parties named therein.
(n) "EXCHANGE ACT" shall mean the Securities and Exchange Act of 1934, as
amended.
(o) "EXERCISE PRICE" shall mean the amount for which one Share may be purchased
upon exercise of this option, as specified in the Notice.
(p) "FAIR MARKET VALUE" shall mean the fair market value of a Share, as
determined by the Board of Directors in good faith. Such determination shall be
conclusive and binding on all persons.
(q) "ISO" shall mean an incentive stock option described in Section 422(b) of
the Code.
(r) "NONSTATUTORY OPTION" shall mean a stock option not described in Sections
422(b).
(s) "NOTICE" shall have the meaning described in Section 1(a) of this Agreement.
(t) "OPTIONEE" shall mean the person named in the Notice.
(u) "PARENT" shall mean any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company, if each of the corporations other
than the Company owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain. A corporation that attains the status of a Parent on a date after
the execution of this Agreement shall be considered a Parent commencing as of
such date.
(V) "PERMITTED TRANSFERS" shall have the meaning described in Section 10(a) of
this Agreement.
(w) "PLAN" shall mean the Fidelity National Information Services, Inc. 2005
Stock Incentive Plan.
(x) "PURCHASE PRICE" shall mean the Exercise Price multiplied by the number of
Shares with respect to which this option is being exercised.
(y) "RECAPITALIZATION" shall mean an event or series of events affecting the
capital structure of the Company such as a stock split, reverse stock split,
stock dividend, extraordinary cash
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dividend, distribution, recapitalization, combination or reclassification of the
Company's securities.
(z) "RETIREMENT" shall mean [termination of Service by the Optionee with an
attained age of 65.]
(aa) "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
(bb) "SERVICE" shall mean service as an Employee, Director or Consultant.
(cc) "SHARE" shall mean one share of common stock of the Company, with a par
value of $.0001 per share.
(dd) "SUBSIDIARY" shall mean any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain. A corporation
that attains the status of a Subsidiary on a date after the execution of this
Agreement shall be considered a Subsidiary commencing as of such date.
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EXHIBIT A
SAMPLE NOTICE OF EXERCISE
Fidelity National Information Services, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attn: Corporate Secretary
To the Corporate Secretary:
I hereby exercise my stock option granted under the Fidelity National
Information Services, Inc. 2005 Stock Incentive Plan (the "Plan") and notify you
of my desire to purchase the shares that have been offered pursuant to the Plan
and related Option Agreement as described below.
I shall pay for the shares by delivery of a check payable to Fidelity National
Information Services, Inc. (the "Company") in the amount described below in full
payment for such shares plus all amounts required to be withheld by the Company
under state federal or local law as a result of such exercise or shall provide
such documentation as is satisfactory to the Company demonstrating that I am
exempt from any withholding requirement.
This notice of exercise is delivered this ___ day of ___________________ (month)
____(year).
---------------------------------------------------------------------------------------------------
No. Shares to be Type of Option Exercise Price Total
Acquired
---------------------------------------------------------------------------------------------------
Nonstatutory
---------------------------------------------------------------------------------------------------
Incentive
---------------------------------------------------------------------------------------------------
Estimated Withholding Nonstatutory only
---------------------------------------------------------------------------------------------------
AMOUNT PAID
---------------------------------------------------------------------------------------------------
Very truly yours,
-------------------------------
Signature of Optionee
Optionee's Name and Mailing Address
-------------------------------
-------------------------------
-------------------------------
Optionee's Social Security Number
-------------------------------
(5 Year Time Based Vesting)
FIDELITY NATIONAL INFORMATION SERVICES, INC.
2005 STOCK INCENTIVE PLAN
NOTICE OF STOCK OPTION GRANT
Name of Optionee: ________________________
Total Number of _____ shares of common stock, par value $.0001 per
Shares Subject share ("Shares") of Fidelity National
to Option: Information Services, Inc. (the "Company")
Type of Option: Nonstatutory Stock Option
Exercise Price $10.00
Per Share:
Date of Grant: March 9, 2005
Date Exercisable: This option may be exercised to the extent the Shares
subject to this option have vested at any time after
the Date of Grant.
Vesting Schedule: This option will vest with respect to 1/20 of the
Total Number of Shares Subject to Option on the last
day of each fiscal quarter, commencing on the last
day of the first fiscal quarter following the Date of
Grant, until fully vested (i.e., this option will be
fully vested on the fifth (5th) anniversary of the
last day of the first fiscal quarter following the
Date of Grant), provided the Optionee's Service with
the Company has not terminated prior to the
applicable vesting date.
Expiration Date: March 9, 2015 (10 year term from the Date of Grant),
subject to earlier termination in accordance with
Section 6 of the Stock Option Agreement.
Additional Conditions: Concurrently with the exercise of this option, the
Optionee must become bound by the Employee
Stockholders' Agreement. The Employee Stockholders'
Agreement contains provisions that limit the
transferability and voting rights of the Shares
acquired upon exercise. In addition, the Optionee
must satisfy such additional conditions as the
Committee shall advise (e.g., satisfy tax withholding
and make representations to satisfy securities laws).
By signing your name below, you accept this option and acknowledge and agree
that this option is granted under and governed by the terms and conditions of
the Fidelity National Services, Inc. 2005 Stock Incentive Plan and the Stock
Option Agreement reference number 2005-A both of which are hereby made a part of
this document.
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(4 Year Time Based Vesting)
FIDELITY NATIONAL INFORMATION SERVICES, INC.
2005 STOCK INCENTIVE PLAN
NOTICE OF STOCK OPTION GRANT
Name of Optionee: ________________________
Total Number of _____ shares of common stock, par value $.0001 per
Shares Subject share ("Shares") of Fidelity National
to Option: Information Services, Inc. (the "Company")
Type of Option: Nonstatutory Stock Option
Exercise Price $10.00
Per Share:
Date of Grant: March 9, 2005
Date Exercisable: This option may be exercised to the extent the Shares
subject to this option have vested at any time after
the Date of Grant.
Vesting Schedule: This option will vest with respect to 1/16 of the
Total Number of Shares Subject to Option on the last
day of each fiscal quarter, commencing on the last
day of the first fiscal quarter following the Date of
Grant, until fully vested (i.e., this option will be
fully vested on the fourth (4th) anniversary of the
last day of the first fiscal quarter following the
Date of Grant), provided the Optionee's Service with
the Company has not terminated prior to the
applicable vesting date.
Expiration Date: March 9, 2015 (10 year term from the Date of Grant),
subject to earlier termination in accordance with
Section 6 of the Stock Option Agreement.
Additional Conditions: Concurrently with the exercise of this option, the
Optionee must become a party to a Employee
Stockholders' Agreement. The Employee Stockholders'
Agreement contains provisions that limit the
transferability and voting rights of the Shares
acquired upon exercise. In addition, the Optionee
must satisfy such additional conditions as the
Committee shall advise (e.g., satisfy tax withholding
and make representations to satisfy securities laws).
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(1.75x/2.0x Performance Based Vesting)
FIDELITY NATIONAL INFORMATION SERVICES, INC.
2005 STOCK INCENTIVE PLAN
NOTICE OF STOCK OPTION GRANT
Name of Optionee: ________________________
Total Number of _____ shares of common stock, par value $.0001 per
Shares Subject share ("Shares") of Fidelity National
to Option: Information Services, Inc. (the "Company")
Type of Option: Nonstatutory Stock Option
Exercise Price $10.00
Per Share:
Date of Grant: March 9, 2005
Date Exercisable: This option may be exercised to the extent the Shares
subject to this option have vested at any time after
the Date of Grant.
Vesting Schedule: This option will vest as follows, in the event of a
Change in Control or after an Initial Public
Offering, solely if one of the following targets
(each, a "Target") shall be met: (a) 50% of the Total
Number of Shares subject to this Option shall vest if
the "Equity Value" of a share of the Company's Common
Stock shall equal at least $17.50 (subject to
adjustment stock splits and the like), and (b) 100%
of the Total Number of Shares subject to this Option
shall vest if the Equity Value of a share of the
Company's Common Stock shall equal at least $20.00
(subject to adjustment for stock splits and the
like), provided the Optionee's Service with the
Company has not terminated prior to the applicable
vesting date.
For purposes of this calculation, "Equity Value"
shall be determined as follows: (i) in the event of a
Change in Control, the Equity Value shall be
determined at the time of the transaction
constituting a Change in Control, and shall be equal
to the aggregate amount of net proceeds (other than
any taxes) of cash or readily marketable securities
and the discounted expected value of any other
deferred consideration (as determined by the Board of
the Company) received or to be received by the
holders of Common Stock of the Company in such
transaction, divided by the number of outstanding
shares (including all shares issuable upon exercise
of in-the-money exercisable options) at the time of
the Change in Control, and (ii) at any time after an
Initial Public Offering, the Equity Value shall be
measured using the average price of the Common Stock
over a consecutive forty-five (45) day trading
period, then the applicable Target shall be deemed to
have been met.
Expiration Date: March 9, 2015 (10 year term from Date of Grant),
subject to earlier termination in accordance with
Section 6 of the Stock Option Agreement.
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Additional Conditions: Concurrently with the exercise of this option, the
Optionee must become bound by Sections [ ] of the
Employee Stockholders' Agreement. The Employee
Stockholders' Agreement contains provisions that
limit the transferability and voting rights of the
Shares acquired upon exercise. In addition, the
Optionee must satisfy such additional conditions as
the Committee shall advise (e.g., satisfy tax
withholding and make representations to satisfy
securities laws).
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(2.0x Performance Based Vesting)
FIDELITY NATIONAL INFORMATION SERVICES, INC.
2005 STOCK INCENTIVE PLAN
NOTICE OF STOCK OPTION GRANT
Name of Optionee: ________________________
Total Number of _____ shares of common stock, par value $.0001 per
Shares Subject share ("Shares") of Fidelity National
to Option: Information Services, Inc. (the "Company")
Type of Option: Nonstatutory Stock Option
Exercise Price $10.00
Per Share:
Date of Grant: March 9, 2005
Date Exercisable: This option may be exercised to the extent the Shares
subject to this option have vested at any time after
the Date of Grant.
Vesting Schedule: This option will vest with respect to the Total
Number of Shares subject to this Option in the event
of a Change in Control or after an Initial Public
Offering, if the "Equity Value" of a share of the
Company's Common Stock shall equal at least $20.00
(subject to adjustment for stock splits and the
like), provided the Optionee's Service with the
Company has not terminated prior to the applicable
vesting date.
For purposes of this calculation, "Equity Value"
shall be determined as follows: (i) in the event of a
Change in Control, the Equity Value shall be
determined at the time of the transaction
constituting a Change in Control, and shall be equal
to the aggregate amount of net proceeds (other than
any taxes) of cash or readily marketable securities
and the discounted expected value of any other
deferred consideration (as determined by the Board of
the Company) received or to be received by the
holders of Common Stock of the Company in such
transaction, divided by the number of outstanding
shares (including all shares issuable upon exercise
of in-the-money exercisable options) at the time of
the Change in Control, and (ii) at any time after an
Initial Public Offering, the Equity Value shall be
measured using the average price of the Common Stock
over a consecutive forty-five (45) day trading
period, then the option will vest as described above.
Expiration Date: March 9, 2015 (10 year term from Date of Grant),
subject to earlier termination in accordance with
Section 6 of the Stock Option Agreement.
Additional Conditions: Concurrently with the exercise of this option, the
Optionee must become bound by Sections [ ] of the
Employee Stockholders' Agreement. The Employee
Stockholders' Agreement contains provisions that
limit the transferability and voting rights of the
Shares acquired upon exercise. In addition, the
Optionee
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must satisfy such additional conditions as the
Committee shall advise (e.g., satisfy tax withholding
and make representations to satisfy securities laws).
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