exv10w1






Exhibit 10.1




EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (the “Agreement”), by and between LENDER PROCESSING
SERVICES, INC., a Delaware corporation (the “Company”), and Thomas L. Schilling (the
“Employee”), is made and entered into on this thirtieth (30th) day of September,
2010 and shall be effective as of November 1, 2010 (the “Effective Date”); provided,
however, that the provisions of Section 9 shall be enforceable upon the execution of this Agreement
even if the Agreement is terminated prior to the Effective Date. In consideration of the mutual
covenants and agreements set forth herein, the parties agree as follows:



     1. Purpose. The purpose of this Agreement is (i) to recognize Employee’s significant
contributions to the overall financial performance and success of the Company, (ii) to protect the
Company’s business interests through the addition of restrictive covenants, and (iii) to provide a
single, integrated document which shall provide the basis for Employee’s continued employment by
the Company. Each party hereby acknowledges and agrees that, except as may be otherwise
specifically provided in this Agreement, there are no other agreements between the parties relating
to the subject matter hereof, and this Agreement shall be the only agreement between the parties
defining the terms of Employee’s continued employment with Company.



     2. Employment and Duties. Subject to the terms and conditions of this Agreement, the
Company employs Employee to serve as its Executive Vice President and Chief Financial Officer.
Employee accepts such employment and agrees to undertake and discharge the duties, functions and
responsibilities commensurate with the aforesaid position and such other duties and
responsibilities as may be prescribed from time to time by the Chief Executive Officer (the
“CEO”) or the Board of Directors of the Company (the “Board”). Employee shall
devote substantially all of his business time, attention and effort to the performance of his
duties hereunder and shall not engage in any business, profession or occupation, for compensation
or otherwise without the express written consent of the CEO or Board, other than personal, personal
investment, charitable, or civic activities or other matters that do not conflict with Employee’s
duties.



     3. Term. This Agreement shall commence on the Effective Date and, unless terminated
as set forth in Section 8, continue through December 31, 2013. This Agreement shall be extended
automatically for successive one (1) year periods (the initial period and any extensions being
collectively referred to as the “Employment Term”). Either party may terminate this
Agreement as of the end of the then-current period by giving written notice at least thirty (30)
days prior to the end of that period. Notwithstanding any termination of this Agreement or
Employee’s employment, Sections 8 and 9 shall remain in effect until all obligations and benefits
that accrued prior to termination are satisfied.



     4. Salary. During the Employment Term, Company shall pay Employee an annual base
salary, before deducting all applicable withholdings, of no less than $475,000 per year, payable at
the time and in the manner dictated by Company’s standard payroll policies. Such minimum annual
base salary may be periodically reviewed and increased (but not decreased without Employee’s
express written consent) at the discretion of the CEO, Board or Compensation Committee of the Board
(the “Committee”) to reflect, among other matters, cost



 









 




of living increases and performance results (such annual base salary, including any increases
pursuant to this Section 4, the “Annual Base Salary”).




     5. Other Compensation and Fringe Benefits. In addition to any executive bonus,
pension, deferred compensation and long-term incentive plans which Company or an affiliate of
Company may from time to time make available to Employee, Employee shall be entitled to the
following during the Employment Term:




	 	(a)	 	the standard Company benefits enjoyed by Company’s other top executives as a
group;
	 
	 	(b)	 	medical and other insurance coverage (for Employee and any covered dependents)
provided by Company to its other top executives as a group;
	 
	 	(c)	 	supplemental disability insurance sufficient to provide two-thirds of
Employee’s pre-disability Annual Base Salary;
	 
	 	(d)	 	an annual incentive bonus opportunity under Company’s annual incentive plan
(“Annual Bonus Plan”) with such opportunity to be earned based upon attainment
of performance objectives established by the Board or Committee (“Annual
Bonus”). Employee’s target Annual Bonus under the Annual Bonus Plan shall be no
less than 100% of Employee’s Annual Base Salary, with a maximum of up to 200% of
Employee’s Annual Base Salary (collectively, the target and maximum are referred to as
the “Annual Bonus Opportunity”). Employee’s Annual Bonus Opportunity may be
periodically reviewed and increased (but not decreased without Employee’s express
written consent) at the discretion of the Committee, Board or CEO. The Annual Bonus
shall be paid no later than the March 15th first following the calendar year
to which the Annual Bonus relates; and
	 
	 	(e)	 	participation in Company’s equity incentive plans. On the Effective Date, or as
soon thereafter as may be approved by the Committee, Employee shall receive (i) an
initial grant of restricted shares having a fair value of approximately $400,000 on the
date of grant (the “Retention Award”); and (ii) a 2010 annual equity incentive
award with a fair value of approximately $1.4 million (the “2010 Equity Award”)
on the date of grant, with half of the value of the award to be made in non-qualified
stock options and the other half to be made in performance-based restricted shares. The
Retention Award shall vest as follows: 40% on the first anniversary of the date of
grant, and the remaining 60% on the second anniversary of the date of grant.
The 2010 Equity Award will vest ratably over three years from the date of grant,
subject to the satisfaction of performance-based vesting criteria that must be met for
any of the restricted shares to vest, and shall be subject to the same terms and
conditions as annual equity incentive awards made to Company’s other executives.





     6. Vacation. For and during each calendar year within the Employment Term, Employee
shall be entitled to reasonable paid vacation periods consistent with Employee’s position and in
accordance with Company’s standard policies, or as the CEO, Board or



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Committee may approve. In addition, Employee shall be entitled to such holidays consistent
with Company’s standard policies or as the CEO, Board or Committee may approve.




     7. Expense Reimbursement. In addition to the compensation and benefits provided
herein, Company shall, upon receipt of appropriate documentation, reimburse Employee each month for
his reasonable travel, lodging, entertainment, promotion and other ordinary and necessary business
expenses to the extent such reimbursement is permitted under Company’s expense reimbursement
policy.



     8. Termination of Employment. Company or Employee may terminate Employee’s employment
at any time and for any reason in accordance with Subsection 8(a) below. The Employment Term shall
be deemed to have ended on the last day of Employee’s employment. The Employment Term shall
terminate automatically upon Employee’s death.




	 	(a)	 	Notice of Termination. Any purported termination of Employee’s
employment (other than by reason of death) shall be communicated by written Notice of
Termination (as defined herein) from one party to the other in accordance with the
notice provisions contained in Section 24. For purposes of this Agreement, a
“Notice of Termination” shall mean a notice that indicates the Date of
Termination (as that term is defined in Subsection 8(b)) and, with respect to a
termination due to Cause (as that term is defined in Subsection 8(d)), Disability (as
that term is defined in Subsection 8(e)) or Good Reason (as that term is defined in
Subsection 8(f)), sets forth in reasonable detail the facts and circumstances that are
alleged to provide a basis for such termination. A Notice of Termination from Company
shall specify whether the termination is with or without Cause or due to Employee’s
Disability. A Notice of Termination from Employee shall specify whether the termination
is with or without Good Reason or due to Disability.
	 
	 	(b)	 	Date of Termination. For purposes of this Agreement, “Date of
Termination” shall mean the date specified in the Notice of Termination (but in no
event shall such date be earlier than the thirtieth (30th) day following the
date the Notice of Termination is given) or the date of Employee’s death.
	 
	 	(c)	 	No Waiver. The failure to set forth any fact or circumstance in a
Notice of Termination, which fact or circumstance was not known to the party giving the
Notice of Termination when the notice was given, shall not constitute a waiver of the
right to assert such fact or circumstance in an attempt to enforce any right under or
provision of this Agreement.
	 
	 	(d)	 	Cause. For purposes of this Agreement, a termination for
“Cause” means a termination by Company based upon Employee’s: (i) persistent
failure to perform duties consistent with a commercially reasonable standard of care
(other than due to a physical or mental impairment or due to an action or inaction
directed by Company that would otherwise constitute Good Reason); (ii) willful neglect
of duties (other than due to a physical or mental impairment or due to an action or
inaction directed by Company that would otherwise constitute Good Reason); (iii)




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	 	 	 	conviction of, or pleading nolo contendere to, criminal or other illegal activities
involving dishonesty; (iv) material breach of this Agreement; or (v) failure to
materially cooperate with or impeding an investigation authorized by the Board.
	 
	 	(e)	 	Disability. For purposes of this Agreement, a termination based upon
“Disability” means a termination by Company based upon Employee’s entitlement
to long-term disability benefits under Company’s long-term disability plan or policy,
as the case may be, as in effect on the Date of Termination.
	 
	 	(f)	 	Good Reason. For purposes of this Agreement, a termination for
“Good Reason” means a termination by Employee during the Employment Term based
upon the occurrence (without Employee’s express written consent) of any of the
following:






	 	(i)	 	a material diminution in Employee’s position or title, or the
assignment of duties to Employee that are materially inconsistent with
Employee’s position or title;
	 
	 	(ii)	 	a material diminution in Employee’s Annual Base Salary or
Annual Bonus Opportunity;
	 
	 	(iii)	 	within six (6) months immediately preceding or within two (2)
years immediately following a Change in Control: (A) a material adverse change
in Employee’s status, authority or responsibility (e.g., the Company has
determined that a change in the department or functional group over which
Employee has managerial authority would constitute such a material adverse
change); (B) a change in the person to whom Employee reports that results in a
material adverse change to the Employee’s service relationship or the
conditions under which Employee performs his duties; (C) a material adverse
change in the position to whom Employee reports or a material diminution in the
authority, duties or responsibilities of that position; (D) a material
diminution in the budget over which Employee has managing authority; or (E) a
material change in the geographic location of Employee’s principal place of
employment, which is currently Jacksonville, Florida (e.g., the Company has
determined that a relocation of more than thirty-five (35) miles would
constitute such a material change); or
	 
	 	(iv)	 	a material breach by the Company of any of its obligations
under this Agreement.




Notwithstanding the foregoing, Employee being placed on a paid leave for up to sixty (60) days
pending a determination of whether there is a basis to terminate Employee for Cause shall not
constitute Good Reason. Employee’s continued employment shall not constitute consent to, or a
waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder;
provided, however, that no such event described above shall constitute Good Reason unless: (1)
Employee gives Notice of Termination to Company specifying the condition or event relied upon for
such termination either: (x) within ninety (90) days of the initial existence of such event; or






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(y) in the case of an event predating a Change in Control, within ninety (90) days of the Change in
Control; and (2) Company fails to cure the condition or event constituting Good Reason within
thirty (30) days following receipt of Employee’s Notice of Termination.




     9. Obligations of Company Upon Termination.




	 	(a)	 	Termination by Company for a Reason Other than Cause, Death or Disability
and Termination by Employee for Good Reason. If Employee’s employment is
terminated by: (1) Company for any reason other than Cause, Death or Disability; or (2)
Employee for Good Reason:






	 	(i)	 	Company shall pay Employee the following (for the avoidance of
doubt, the amounts payable under this Section 9(a)(i) shall be referred to
collectively as the “Accrued Obligations”): (A) within five (5)
business days after the Date of Termination, any earned but unpaid Annual Base
Salary; (B) within a reasonable time following submission of all applicable
documentation, any expense reimbursement payments owed to Employee for expenses
incurred prior to the Date of Termination; and (C) no later than March 15th of
the year in which the Date of Termination occurs, any earned but unpaid Annual
Bonus payments relating to the prior calendar year;
	 
	 	(ii)	 	Company shall pay Employee no later than March 15th
of the calendar year following the year in which the Date of Termination
occurs, a prorated Annual Bonus based upon the actual Annual Bonus that would
have been earned by Employee for the year in which the Date of Termination
occurs (based upon the target Annual Bonus opportunity in the year in which the
Date of Termination occurred, or the prior year if no target Annual Bonus
opportunity has yet been determined, and the actual satisfaction of the
applicable performance measures, but ignoring any requirement under the Annual
Bonus plan that Employee must be employed on the payment date) multiplied by
the percentage of the calendar year completed before the Date of Termination;
	 
	 	(iii)	 	Company shall pay Employee, within thirty (30) business days
after the Date of Termination, a lump-sum payment equal to 300% of the sum of:
(A) Employee’s Annual Base Salary in effect immediately prior to the Date of
Termination (disregarding any reduction in Annual Base Salary to which Employee
did not expressly consent in writing); and (B) the highest Annual Bonus paid to
Employee by Company within the three (3) years preceding his termination of
employment or, if higher, the target Annual Bonus opportunity in the year in
which the Date of Termination occurs;
	 
	 	(iv)	 	All stock option, restricted stock and other equity-based
incentive awards granted by Company that were outstanding but not vested as of
the Date of Termination shall become immediately vested and/or payable, as the
case may be; unless the equity incentive awards are based upon satisfaction of




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	 	 	 	performance criteria; in which case, they will only vest pursuant to their
express terms; and
	 
	 	(v)	 	As long as Employee pays the full monthly premiums for COBRA
coverage, Company shall provide Employee and, as applicable, Employee’s
eligible dependents with continued medical and dental coverage, on the same
basis as provided to Company’s active executives and their dependents until the
earlier of: (i) three (3) years after the Date of Termination; or (ii) the date
Employee is first eligible for medical and dental coverage (without
pre-existing condition limitations) with a subsequent employer. In addition,
within thirty (30) business days after the Date of Termination, Company shall
pay Employee a lump sum cash payment equal to thirty-six monthly medical and
dental COBRA premiums based on the level of coverage in effect for the Employee
(e.g., employee only or family coverage) on the Date of Termination.






	 	(b)	 	Termination by Company for Cause and by Employee without Good Reason.
If Employee’s employment is terminated by Company for Cause or by Employee without Good
Reason, Company’s only obligation under this Agreement shall be payment of any Accrued
Obligations.
	 
	 	(c)	 	Termination due to Death or Disability. If Employee’s employment is
terminated due to death or Disability, Company shall pay Employee (or to Employee’s
estate or personal representative in the case of death), within thirty (30) business
days after the Date of Termination: (i) any Accrued Obligations; plus (ii) a prorated
Annual Bonus based upon the target Annual Bonus opportunity in the year in which the
Date of Termination occurred (or the prior year if no target Annual Bonus opportunity
has yet been determined) multiplied by the percentage of the calendar year completed
before the Date of Termination; plus (iii) the unpaid portion of the Annual Base Salary
for the remainder of the Employment Term.
	 
	 	(d)	 	Definition of Change in Control. For purposes of this Agreement, the
term “Change in Control” shall mean that the conditions set forth in any one of
the following subsections shall have been satisfied:






	 	(i)	 	the acquisition, directly or indirectly, by any “person”
(within the meaning of Section 3(a)(9) of the Securities and Exchange Act of
1934, as amended (the “Exchange Act”) and used in Sections 13(d) and
14(d) thereof) of “beneficial ownership” (within the meaning of Rule
13d-3 of the Exchange Act) of securities of Company possessing more than 50% of
the total combined voting power of all outstanding securities of Company;
	 
	 	(ii)	 	a merger or consolidation in which Company is not the surviving
entity, except for a transaction in which the holders of the outstanding voting
securities of Company immediately prior to such merger or consolidation hold,
in the aggregate, securities possessing more than 50% of the total




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	 	 	 	combined voting power of all outstanding voting securities of the surviving
entity immediately after such merger or consolidation;
	 
	 	(iii)	 	a reverse merger in which Company is the surviving entity but
in which securities possessing more than 50% of the total combined voting power
of all outstanding voting securities of Company are transferred to or acquired
by a person or persons different from the persons holding those securities
immediately prior to such merger;
	 
	 	(iv)	 	during any period of two (2) consecutive years during the
Employment Term or any extensions thereof, individuals, who, at the beginning
of such period, constitute the Board, cease for any reason to constitute at
least a majority thereof, unless the election of each director who was not a
director at the beginning of such period has been approved in advance by
directors representing at least two-thirds of the directors then in office who
were directors at the beginning of the period;
	 
	 	(v)	 	the sale, transfer or other disposition (in one transaction or
a series of related transactions) of assets of Company that have a total fair
market value equal to or more than one-third of the total fair market value of
all of the assets of Company immediately prior to such sale, transfer or other
disposition, other than a sale, transfer or other disposition to an entity (x)
which immediately following such sale, transfer or other disposition owns,
directly or indirectly, at least 50% of Company’s outstanding voting securities
or (y) 50% or more of whose outstanding voting securities is immediately
following such sale, transfer or other disposition owned, directly or
indirectly, by Company. For purposes of the foregoing clause, the sale of
stock of a subsidiary of Company (or the assets of such subsidiary) shall be
treated as a sale of assets of Company; or
	 
	 	(vi)	 	the approval by the stockholders of a plan or proposal for the
liquidation or dissolution of Company.






	 	(e)	 	Six-Month Delay. To the extent Employee is a “specified
employee,” as defined in Section 409A(a)(2)(B)(i) of the Internal Revenue Code of
1986, as amended (the “Code”) and the regulations and other guidance
promulgated thereunder and any elections made by the Company in accordance therewith,
notwithstanding the timing of payment provided in any other Section of this Agreement,
no payment, distribution or benefit under this Agreement that constitutes a
distribution of deferred compensation (within the meaning of Treasury Regulation
Section 1.409A-1(b)) upon separation from service (within the meaning of Treasury
Regulation Section 1.409A-1(h)), after taking into account all available exemptions,
that would otherwise be payable during the six-month period after separation from
service, will be made during such six-month period, and any such payment, distribution
or benefit will instead be paid on the first business day after such six-month period.




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     10. Non-Delegation of Employee’s Rights. The obligations, rights and benefits of
Employee hereunder are personal and may not be delegated, assigned or transferred in any manner
whatsoever, nor are such obligations, rights or benefits subject to involuntary alienation,
assignment or transfer.



     11. Confidential Information. Employee acknowledges that he will occupy a position of
trust and confidence and will have access to and learn substantial information about Company and
its affiliates and their operations that is confidential or not generally known in the industry
including, without limitation, information that relates to purchasing, sales, customers, marketing,
and the financial positions and financing arrangements of Company and its affiliates. Employee
agrees that all such information is proprietary or confidential, or constitutes trade secrets and
is the sole property of Company and/or its affiliates, as the case may be. Employee will keep
confidential, and will not reproduce, copy or disclose to any other person or firm, any such
information or any documents or information relating to Company’s or its affiliates’ methods,
processes, customers, accounts, analyses, systems, charts, programs, procedures, correspondence or
records, or any other documents used or owned by Company or any of its affiliates, nor will
Employee advise, discuss with or in any way assist any other person, firm or entity in obtaining or
learning about any of the items described in this Section 11. Accordingly, Employee agrees that
during the Employment Term and at all times thereafter he will not disclose, or permit or encourage
anyone else to disclose, any such information, nor will he utilize any such information, either
alone or with others, outside the scope of his duties and responsibilities with Company and its
affiliates.



     12. Non-Competition.




	 	(a)	 	During Employment Term. Employee agrees that, during the Employment
Term, he will devote such business time, attention and energies reasonably necessary to
the diligent and faithful performance of the services to Company and its affiliates,
and he will not engage in any way whatsoever, directly or indirectly, in any business
that is a direct competitor with Company’s or its affiliates’ principal business, nor
solicit customers, suppliers or employees of Company or affiliates on behalf of, or in
any other manner work for or assist any business which is a direct competitor with
Company’s or its affiliates’ principal business. In addition, during the Employment
Term, Employee will undertake no planning for or organization of any business activity
competitive with the work he performs as an employee of Company, and Employee will not
combine or conspire with any other employee of Company or any other person for the
purpose of organizing any such competitive business activity.
	 
	 	(b)	 	After Employment Term. The parties acknowledge that Employee will
acquire substantial knowledge and information concerning the business of Company and
its affiliates as a result of his employment. The parties further acknowledge that the
scope of business in which Company and its affiliates are engaged as of the Effective
Date is national and very competitive and one in which few companies can successfully
compete. Competition by Employee in that business after the Employment Term would
severely injure Company and its affiliates. Accordingly, for a period of one (1) year
after Employee’s employment terminates




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	 	 	 	for any reason whatsoever, except as otherwise stated herein below, Employee agrees:
(1) not to become an employee, consultant, advisor, principal, partner or
substantial shareholder of any firm or business that directly competes with Company
or its affiliates in their principal products and markets; and (2), on behalf of any
such competitive firm or business, not to solicit any person or business that was at
the time of such termination and remains a customer or prospective customer, a
supplier or prospective supplier, or an employee of Company or an affiliate.
Notwithstanding any of the foregoing provisions to the contrary, Employee shall not
be subject to the restrictions set forth in this Subsection 12(b) if: (i) Employee’s
employment is terminated by Company without Cause; (ii) Employee terminates
employment for Good Reason; or (iii) Employee’s employment is terminated as a result
of Company’s unwillingness to extend the Employment Term.





     13. Return of Company Documents. Upon termination of the Employment Term, Employee
shall return immediately to Company all records and documents of or pertaining to Company or its
affiliates and shall not make or retain any copy or extract of any such record or document, or any
other property of Company or its affiliates.



     14. Improvements and Inventions. Any and all improvements or inventions that Employee
may make or participate in during the Employment Term, unless wholly unrelated to the business of
Company and its affiliates and not produced within the scope of Employee’s employment hereunder,
shall be the sole and exclusive property of Company. Employee shall, whenever requested by Company,
execute and deliver any and all documents that Company deems appropriate in order to apply for and
obtain patents or copyrights in improvements or inventions or in order to assign and/or convey to
Company the sole and exclusive right, title and interest in and to such improvements, inventions,
patents, copyrights or applications.



     15. Actions. The parties agree and acknowledge that the rights conveyed by this
Agreement are of a unique and special nature and that Company will not have an adequate remedy at
law in the event of a failure by Employee to abide by its terms and conditions, nor will money
damages adequately compensate for such injury. Therefore, it is agreed between and hereby
acknowledged by the parties that, in the event of a breach by Employee of any of the obligations of
this Agreement, Company shall have the right, among other rights, to damages sustained thereby and
to obtain an injunction or decree of specific performance from any court of competent jurisdiction
to restrain or compel Employee to perform as agreed herein. Employee hereby acknowledges that
obligations under Sections and Subsections 11, 12(b), 13, 14, 15, 16 and 17 shall survive the
termination of employment and be binding by their terms at all times subsequent to the termination
of employment for the periods specified therein. Nothing herein shall in any way limit or exclude
any other right granted by law or equity to Company.



     16. Release. Notwithstanding any provision herein to the contrary, Company may
require that, prior to payment of any amount or provision of any benefit under Section 9 (other
than due to Employee’s death), Employee shall have executed a complete release of Company and its
affiliates and related parties in such form as is reasonably required by Company, and any waiting
periods contained in such release shall have expired. With respect to any release required to
receive payments owed pursuant to Section 9, Company must provide Employee with the



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form of release no later than seven (7) days after the Date of Termination and the release
must be signed by Employee and returned to Company, unchanged, effective and irrevocable, no later
than sixty (60) days after the Date of Termination.




     17. No Mitigation. Company agrees that, if Employee’s employment hereunder is
terminated during the Employment Term, Employee is not required to seek other employment or to
attempt in any way to reduce any amounts payable to Employee by Company hereunder. Further, the
amount of any payment or benefit provided for hereunder (other than pursuant to Subsection 9(a)(v)
hereof) shall not be reduced by any compensation earned by Employee as the result of employment by
another employer, by retirement benefits or otherwise.



     18. Entire Agreement and Amendment. This Agreement embodies the entire agreement and
understanding of the parties hereto in respect of the subject matter of this Agreement, and, except
as expressly provided otherwise in this Agreement) supersedes and replaces all prior agreements,
understandings and commitments with respect to such subject matter. This Agreement may be amended
only by a written document signed by both parties to this Agreement.



     19. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Florida, excluding any conflicts or choice of law rule or principle
that might otherwise refer construction or interpretation of this Agreement to the substantive law
of another jurisdiction. Any litigation pertaining to this Agreement shall be adjudicated in courts
located in Duval County, Florida.



     20. Successors. This Agreement may not be assigned by Employee. In addition to any
obligations imposed by law upon any successor to Company, Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the stock, business and/or assets of Company, to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that Company would be required to
perform it if no such succession had taken place. Failure of Company to obtain such assumption by
a successor shall be a material breach of this Agreement. Employee agrees and consents to any such
assumption by a successor of Company, as well as any assignment of this Agreement by Company for
that purpose. As used in this Agreement, “Company” shall mean Company as herein before
defined as well as any such successor that expressly assumes this Agreement or otherwise becomes
bound by all of its terms and provisions by operation of law.



     21. Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument.



     22. Attorneys’ Fees. If any party finds it necessary to employ legal counsel or to
bring an action at law or other proceedings against the other party to interpret or enforce any of
the terms hereof, the party prevailing in any such action or other proceeding shall be promptly
paid by the other party its reasonable legal fees, court costs, litigation expenses, all as
determined by the court and not a jury, and such payment shall be made by the non-prevailing party
no later than the end of the Employee’s tax year following the Employee’s tax year in which the
payment amount becomes known and payable; provided, however, that on or after a Change in Control,



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and following Employee’s termination of employment with the Company, if any party finds it
necessary to employ legal counsel or to bring an action at law or other proceedings against the
other party to interpret or enforce any of the terms hereof, Company shall pay (on an ongoing
basis) to Employee to the fullest extent permitted by law, all legal fees, court costs and
litigation expenses reasonably incurred by Employee or others on his behalf (such amounts
collectively referred to as the “Reimbursed Amounts”); provided, further, that Employee
shall reimburse Company for the Reimbursed Amounts if it is determined that a majority of
Employee’s claims or defenses were frivolous or without merit. Requests for payment of Reimbursed
Amounts, together with all documents required by the Company to substantiate them, must be
submitted to Company no later than ninety (90) days after the expense was incurred. The Reimbursed
Amounts shall be paid by Company within ninety (90) days after receiving the request and all
substantiating documents requested from Employee. The payment of Reimbursed Amounts during
Employee’s tax year will not impact the Reimbursed Amounts for any other taxable year. The rights
under this Section 22 shall survive the termination of employment and this Agreement until the
expiration of the applicable statute of limitations.




     23. Severability. If any section, subsection or provision hereof is found for any
reason whatsoever to be invalid or inoperative, that section, subsection or provision shall be
deemed severable and shall not affect the force and validity of any other provision of this
Agreement. If any covenant herein is determined by a court to be overly broad thereby making the
covenant unenforceable, the parties agree and it is their desire that such court shall substitute a
reasonable judicially enforceable limitation in place of the offensive part of the covenant and
that as so modified the covenant shall be as fully enforceable as if set forth herein by the
parties themselves in the modified form. The covenants of Employee in this Agreement shall each be
construed as an agreement independent of any other provision in this Agreement, and the existence
of any claim or cause of action of Employee against Company, whether predicated on this Agreement
or otherwise, shall not constitute a defense to the enforcement by Company of the covenants in this
Agreement.



     24. Notices. Any notice, request, or instruction to be given hereunder shall be in
writing and shall be deemed given when personally delivered or three (3) days after being sent by
United States Certified Mail, postage prepaid, with Return Receipt Requested, to the parties at
their respective addresses set forth below:



     To Company:


Lender Processing Services, Inc.

601 Riverside Avenue

Jacksonville, FL 32204

Attention: General Counsel




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     To Employee:


Thomas L. Schilling

Lender Processing Services, Inc.

601 Riverside Avenue

Jacksonville, FL 32204




     25. Waiver of Breach. The waiver by any party of any provisions of this Agreement
shall not operate or be construed as a waiver of any prior or subsequent breach by the other party.



     26. Tax Withholding. Company or an affiliate may deduct from all compensation and
benefits payable under this Agreement any taxes or withholdings Company is required to deduct
pursuant to state, federal or local laws.



     27. Code Section 409A. To the extent applicable, it is intended that this Agreement
and any payment made hereunder shall comply with the requirements of Section 409A of the Code, and
any related regulations or other guidance promulgated with respect to such Section by the U.S.
Department of the Treasury or the Internal Revenue Service (“Code Section 409A”). Any
provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A
shall have no force or effect until amended to comply with Code Section 409A, which amendment may
be retroactive to the extent permitted by Code Section 409A.



     IN WITNESS WHEREOF the parties have executed this Agreement to be effective as of the date
first set forth above.



	 	 	 	 	 	 	 

	 	 	LENDER PROCESSING SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Jeffrey S. Carbiener
 

Jeffrey S. Carbiener
	 	 
	 

	 	Its:
	 	President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	THOMAS L. SCHILLING	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Thomas L. Schilling	 	 
	 	 	 	 	 






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