Metavante Restricted Stock Award



 Exhibit 10.10(b) 
 «Name» 
 Metavante Restricted Stock Award 
 «Date» Certificate of Award Agreement 
  

					
	 Number of shares awarded:
	 		 	«Shares»
			
	 Date awarded (“Grant Date”):
	 		 	  

			
	 Vesting Schedule:
	 		 	 25% vests one year after
 Grant Date


			
		 		 	An additional 25% vests two
years after Grant Date
			
		 		 	An additional 25% vests three
years after Grant Date*
			
		 		 	 An additional 25% vests four
 years
after Grant Date


 See the Terms of the Award Agreement and Plan Prospectus for the specific provisions related to this
Restricted Stock Award and other important information concerning this Award. 
 This document is intended as a summary of your individual
restricted stock award. If there are any discrepancies between this summary and the provisions of the formal documents of this award, including the Terms of the Award Agreement, Plan Document or Plan Prospectus, the provisions of the formal
documents will prevail. 







 Metavante 
 Terms of the Award Agreement 
 1. Form of Award. This award of restricted stock (“Restricted Stock”)
is granted under the Metavante 2007 Equity Incentive Plan (the “Plan”) and will become vested in accordance with the schedule contained in the Certificate of Award Agreement (the “Certificate”). 
 2. Custody of Restricted Stock. The Restricted Stock granted hereunder may be evidenced in such manner as the Company shall determine. The Restricted Stock may be
held, along with any stock dividends and other non-cash distributions relating thereto, in custody by the Company or an agent for the Company until it shall become vested. If any certificates are issued for the shares of Restricted Stock, the
certificates will bear an appropriate legend as determined by the Company referring to the applicable restrictions. Upon the vesting of the Restricted Stock pursuant to the terms hereof and the satisfaction of any withholding tax obligations
pursuant to paragraph 7 below, you will receive vested shares of Common Stock. 
 3. Rights as Shareholder. You will have the right to vote the
Restricted Stock and to receive any cash dividends. However, stock dividends, stock rights or others securities issued with respect to the Restricted Stock shall be forfeitable and subject to the same restrictions as exist regarding the original
shares of Restricted Stock. 
 4. Termination of Employment. Except as provided in paragraph 5 below, if your employment with the Company terminates,
the Restricted Stock granted to you that has not vested prior to such time will no longer vest and you shall forfeit all rights (and the Company shall have no further obligation) with respect to such Restricted Stock. 
 5. Accelerated Vesting. Notwithstanding the vesting schedule reflected in the Certificate, the Restricted Stock will be fully vested upon your termination by the
Company for a reason other than Cause within 2 years after a Change in Control of the Company. 
 6. Award Not Transferable. The Restricted Stock
is not transferable except by will or the laws of descent and distribution, and may not be assigned, negotiated, or pledged in any way (whether by operation of law or otherwise), and shall not be subject to execution, attachment or similar process.

 7. Tax Withholding Obligations. You will be required to deposit with the Company an amount of cash equal to the amount determined by the Company to
be required with respect to any withholding taxes, FICA contributions, or the like in connection with the grant or vesting of the Restricted Stock. Alternatively, the Company may, at its sole discretion, withhold the required amounts from your
pay during the pay periods next following the date on which any such applicable tax liability otherwise arises. The Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit you to satisfy such
tax withholding obligation, in whole or in part by having the Company withhold a number of shares of Common Stock otherwise deliverable having a Fair Market Value sufficient to satisfy the statutory minimum of all or part of your tax obligations
associated with the grant or vesting of the Restricted Stock. The Company shall not deliver any of the shares of the Common Stock until and unless you have made the deposit required herein or proper provision for required withholding has been
made. 
 8. Miscellaneous. In the event that the terms hereof and the provisions of the Plan conflict, the Plan shall control. All terms used herein
which are not otherwise defined shall have the same meaning as in the Plan.