EXHIBIT 10.56
FIDELITY NATIONAL INFORMATION SERVICES, INC.
(F/K/A CERTEGY INC.)
NON-QUALIFIED STOCK OPTION AGREEMENT
PARTICIPANT:
Number of Shares: ________
Option Price: $_________
Date of Grant: ________________
THIS AGREEMENT is provided as of the above Date of Grant, by Fidelity
National Information Services, Inc. (f/k/a/ Certegy Inc.), a Georgia corporation
(the "Company"), to the above-named Participant ("Participant"). This Agreement
is subject to the provisions of the Certegy Inc. Stock Incentive Plan, as it may
be amended from time to time (the "Plan") and, unless defined in this Agreement,
all terms used in this Agreement have the same meanings given them in the Plan.
1. Grant of Option. The Company on the "Date of Grant" granted to
Participant (subject to the terms of the Plan and this Agreement) the
right to purchase from the Company all or part of the Number of Shares
stated above (the "Option"). This Agreement is not intended to be an
incentive stock option under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").
2. Basic Terms and Conditions. The Option is subject to the following basic
terms and conditions:
(a) Expiration Date. Except as otherwise provided in this Agreement,
the Option will expire eight (8) years from the Date of Grant
(the "Expiration Date").
(b) Exercise of Option. Except as provided in subparagraph 2(e) or
paragraph 3, the Option shall be exercisable with respect to
[one-third/one-fourth] of the Number of Shares subject to this
Option on each of the first [three/four] anniversaries of the
Date of Grant so that this Option shall be fully exercisable on
the [third/fourth] anniversary of the Date of Grant, provided
(i) the Participant remains employed by the Company or a
Subsidiary, (ii) subject to the provisions of subparagraph
2(e)(ii), the Participant terminates employment by reason of
Retirement (as defined in subparagraph 2(e)(ii)), or (iii) prior
to the [third/fourth] anniversary of the Date of Grant, the
Company terminates the Participant's employment other than for
Cause (as defined in paragraph 4). Once exercisable, in whole or
part, the Option will continue to be so exercisable until the
earlier of the termination of Participant's rights under
subparagraph 2(e) or paragraph 3, or the Expiration Date. The
Option may be exercised in one or more exercises,
provided that each exercise must be for a multiple of
twenty-five (25) shares (e.g., 25 shares, 50 shares, 100
shares), up to the full number for which the Option is then
exercisable, unless the Number of Shares then exercisable is
less than twenty-five (25), in which case the Option may be
exercised for that lesser Number of Shares.
(c) Method of Exercise and Payment for Shares. In order to exercise
the Option, Participant must give written notice in a manner
prescribed by the Company from time to time, together with
payment of the Option Price to the Company's Stock Option
Administrator at the Company's principal executive offices, or
as otherwise directed by the Administrator. The Date of Exercise
will be the date of receipt of the notice or any later date
specified in the notice. Participant must pay the Option Price
(i) in cash or a cash equivalent acceptable to the Committee, or
(ii) in the Committee's discretion, by the surrender (or
attestation to ownership) of shares of Common Stock with an
aggregate Fair Market Value (based on the closing price of a
share of Common Stock as reported on the New York Stock Exchange
composite index on the Date of Exercise) that is not less than
the Option Price, or by surrender of property described in and
subject to the conditions provided in Section 4(d) of the Plan,
or (iii) by a combination of cash and such shares. Payment of
the Option Price may be deferred in the discretion of the
Committee to accommodate proceeds of sale of some or all of the
shares to which this grant relates.
If at exercise, Participant is not in compliance with the
Company's minimum stock ownership guidelines then in effect for
Participant's job grade or classification, if any, Participant
will not be entitled to exercise the Option using a "cashless
exercise program" of the Company (if then in effect), unless the
net proceeds received by Participant from that exercise consist
only of shares of Company stock, and Participant agrees to hold
all those shares for at least one (1) year.
(d) Transferability.
(i) Except as provided in (d)(ii) below, Participant's
rights under this Agreement are non-transferable except
by will or by the laws of descent and distribution, in
which case all of Participant's remaining rights under
this Agreement must be transferred undivided to the same
person or persons. During Participant's lifetime, only
Participant (or Participant's legal representative if
Participant is incompetent) may exercise the Option.
(ii) Participant is permitted to transfer the Option to
Participant's Immediate Family, subject to and in
accordance with Section 7(c) of the Plan, provided that
any such transfer may be made only in multiples of
Options for 1,000 Shares (or, if less, the number of
Options that remain subject to this grant).
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(e) Termination of Employment. Except as provided in subparagraphs
(i), (ii), (iii) or (iv) below, or paragraph 3, the Option is
not exercisable after termination of Participant's employment
with the Company or a Subsidiary.
(i) Termination Without Cause. Except as provided in
paragraph 3 below, if Participant's employment is
terminated by the Company for any reason other than for
Cause then Participant will continue to have the right
to exercise the Option with respect to that portion of
the Number of Shares for which the Option was vested and
exercisable on the last date of Participant's active
employment and the remaining portion shall be cancelled.
Except as provided in subsection 2(e)(iv) below,
Participant will continue to have the right to exercise
the Option with respect to the entire Number of Shares
until the earlier of the last day of the twelve (12)
month period commencing on the date of termination of
employment or the Expiration Date.
(ii) Retirement. Except as provided in paragraph 3 below, if
the termination of Participant's employment results from
Participant's Retirement (as defined below), then
Participant will continue to have the right to exercise
the Option with respect to that portion of the Number of
Shares for which the Option was vested and exercisable
on the last date of Participant's active employment and
the remaining portion shall be cancelled. Except as
provided in subparagraph 2(e)(iv) below, that right will
continue until the earlier of the last day of the twelve
(12) month period following the last date of
Participant's active employment or the Expiration Date;
provided that Participant shall remain available after
Retirement to provide reasonable consulting services to
the Company and provided, further, that if the
Participant commences new employment with a competitor
of the Company, engages in solicitation of the Company's
employees, customers or suppliers, or discloses the
Company's confidential information or trade secrets (any
of such conduct to be determined by the Committee in its
sole discretion, in good faith and after reasonable
investigation), the Option, whether vested or unvested,
will immediately terminate.
"Retirement" means Participant's termination of
employment with the Company or a Subsidiary (other than
by the Company or a Subsidiary for Cause) at a time when
Participant is eligible for immediate payment of
benefits under Participant's applicable defined benefit
retirement plan, if any, or in the absence of an
applicable defined benefit retirement plan, as
determined by the Committee.
(iii) Disability. Except as provided in paragraph 3, if the
termination of Participant's employment results from
Participant's total and permanent disability, confirmed
by the statement of a licensed physician chosen or
approved by the Committee, then Participant will
continue to have the right to exercise the Option with
respect to that portion of the Number of
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Shares for which the Option was vested and exercisable
on the last date of Participant's active employment and
the remaining portion shall be cancelled. Except as
provided in subparagraph 2(e)(iv) below, that right will
continue until the earlier of the last day of the twelve
(12) month period following the last date of
Participant's active employment or the Expiration Date.
(iv) Death. Except as provided in paragraph 3 below, if the
termination of Participant's employment results from
Participant's death, then Participant's estate, or the
person(s) to whom Participant's rights under this
Agreement pass by will or the laws of descent and
distribution, will have the right to exercise the Option
with respect to that portion of the Number of Shares for
which the Option was vested and exercisable on the date
of Participant's death and the remaining portion shall
be cancelled. That right will continue until the earlier
of the last day of the twelve (12) month period
following Participant's death or the Expiration Date.
If Participant dies following termination of employment
and prior to the expiration of any remaining period
during which the Option may be exercised in accordance
with subparagraphs (i), (ii) or (iii) above, or
paragraph 3, the remaining period during which the
Option will be exercisable (by Participant's estate, or
the person(s) to whom Participant's rights under this
Agreement pass by will or the laws of descent and
distribution) will be the greater of (a) the remaining
period under the applicable subparagraph or paragraph
referred to above, or (b) six (6) months from the date
of death; provided that under no circumstances will the
Option be exercisable after the Expiration Date.
3. Change in Control.
(a) If a Change in Control of the Company occurs while Participant
is employed by the Company or a Subsidiary, then the entire
Number of Shares represented by the Option which have not yet
been exercised will become immediately vested and exercisable.
The Committee, in its discretion, may terminate the Option,
provided that at least 30 days prior to the Change in Control,
the Committee notifies the Participant that the Option will be
terminated and provides the Participant, at the election of the
Committee, (i) the right to receive immediately a cash payment
in an amount equal to the excess, if any, of (A) the Market
Value per Share on the date preceding the date of surrender, of
the shares subject to the Option or portion of the Option
surrendered, over (B) the aggregate purchase price for such
Shares under the Option; or (ii) the right to exercise all
Options (including the Options vested as a result of the Change
in Control) immediately prior to the Change in Control.
(b) If the Option remains outstanding after the Change in Control
and if Participant's employment with the Company or a Subsidiary
terminates thereafter other than as a result of a termination by
the Company or a Subsidiary for Cause, then
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Participant (or, if applicable, Participant's estate or the
person(s) to whom Participant's rights under this Agreement pass
by will or the laws of descent and distribution) will have the
right to exercise the Option. Except as provided in Section
2(e)(iv) above, that right may be exercised until the earlier of
the last day of the twelve (12) month period following the
termination of Participant's employment or the Expiration Date.
4. Termination for Cause. For purposes of this Agreement, the term "Cause"
shall have the same meaning as the definition of "Cause" under any
employment agreement in effect between the Company and Participant
immediately prior to the termination of the Participant's employment
with the Company. If no such employment agreement is in existence at the
time of such termination or if "Cause" is not defined in such employment
agreement, then termination for "Cause" means termination as a result of
(a) the willful and continued failure by Participant to substantially
perform his or her duties with the Company (other than a failure
resulting from Participant's incapacity due to physical or mental
illness), after a written demand for substantial performance is
delivered to Participant by his or her superior officer which
specifically identifies the manner the officer believes that Participant
has not substantially performed his or her duties, or (b) Participant's
willful misconduct which materially injures the Company, monetarily or
otherwise. For purposes of this paragraph, Participant's act, or failure
to act, will not be considered "willful" unless the act or failure to
act is not in good faith and without reasonable belief that his or her
action or omission was in the best interest of the Company.
5. Fractional Shares. Fractional shares will not be issued, and when any
provision of this Agreement otherwise would entitle Participant to
receive a fractional share, that fraction will be disregarded.
6. No Right to Continued Employment. This Agreement does not give
Participant any right to continued employment by the Company or a
Subsidiary, and it will not interfere in any way with the right of the
Company or a Subsidiary to terminate Participant's employment at any
time.
7. Adjustments in Capital Structure. The terms of this Option will be
adjusted as the Committee determines in its sole discretion is equitably
required to prevent dilution or enlargement of the rights of Participant
in accordance with Section 8 of the Plan.
8. Governing Law. The Agreement is governed by the laws of the State of
Florida.
9. Conflicts. If provisions of the Plan and the provisions of this
Agreement conflict, the Plan provisions will govern.
10. Participant Bound by Plan. The Company has provided to Participant a
summary of the Plan, which provides that upon request a copy of the Plan
will be provided to the Participant free of charge. By accepting this
Option, Participant agrees to be bound by all the terms and provisions
of the Plan. Capitalized terms used in this Agreement and not defined
herein shall have the definitions given to them in the Plan.
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11. Binding Effect. Except as limited by the Plan or this Agreement, this
Agreement is binding on and extends to the legatees, distributes, and
personal representatives of Participant and the successors of the
Company.
12. Taxes. Under procedures established by the Committee, the Company may
withhold from Common Stock delivered to the Participant sufficient
shares of Common Stock (valued as of the Date of Exercise) to satisfy
required federal, state and local withholding and employment taxes, or
the Participant will pay or deliver to the Company cash or Common Stock
(valued as of the Date of Exercise) in sufficient amounts to satisfy
these obligations. The Company shall not, however, withhold any amount
in excess of the minimum required amount.
13. Transfer of Data. In order to effectively administer the Company's
global compensation and benefit programs, we may transfer personal data
from your Company employment file to a centralized repository controlled
by the Company in the United States of America. Your personal data in
the repository will be used solely for internal Company purposes. You
may examine your employee information file should you wish to do so.
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