EX-10.4 RELOCATION LETTER AGREEMENT






Exhibit 10.4




FIDELITY NATIONAL INFORMATION SERVICES, INC.




March 31, 2009




Michael D. Hayford

4900 West Brown Deer Road

Milwaukee, Wisconsin 53223



Dear Mr. Hayford:




          As you know, your Employment Agreement with Fidelity National Information Services, Inc. (the
“Company”), dated as of March 31, 2009 (the “Employment Agreement”) will become
effective upon the closing of the merger of Metavante Technologies, Inc. (“Metavante”) with
Cars Holdings, LLC, a wholly owned subsidiary of the Company, pursuant to an Agreement and Plan of
Merger, dated as of March 31, 2009, by and among the Company, Metavante and Cars Holdings, LLC (the
“Merger Agreement”). In consideration of the new restrictive covenants that you have
agreed to in the Employment Agreement and to incentivize you to continue to remain an integral part
of the Company and its affiliates in your new position to be located in Jacksonville, Florida, the
Company will provide you with a retention bonus of $3,000,000 (the “Retention Bonus”),
subject to and in accordance with the terms and conditions described in this letter agreement (the
“Letter Agreement”).




          The Retention Bonus will be paid to you on the first normal payroll date following the
seven-month anniversary of the Closing Date (as defined in the Merger Agreement) (the “Payment
Date”), subject to the following conditions:





	 	•	 	You must purchase (or enter into an annual lease to rent) a residential property in,
the Jacksonville, Florida metropolitan area and, prior to the Payment Date, certify in
writing to the Company that you have made such a purchase (or entered into such a
lease);
	 
	 	•	 	You must execute (and not revoke) a release, as described in Section 28(b) of the
Employment Agreement (the “Release”); and
	 
	 	•	 	You must not have voluntarily terminated your employment with the Company or its
affiliates other than for Good Reason (as defined in your Employment Agreement) prior
to the Payment Date.





          The foregoing conditions (except the Release) in this Letter Agreement concerning payment of
your Retention Bonus shall be deemed satisfied and to have been waived by the Company if, prior to
the Payment Date, you are “separated from service” (within the meaning of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”) from the Company and its affiliates
(1) involuntarily by action of the Company, (2) as a result of your Disability (as defined in your
Employment Agreement), (3) by you for Good Reason (as defined in your Employment Agreement) or (4)
as a result of your death, subject to your execution and delivery to the Company (without
revocation thereof) of the Release prior to the Payment Date.




 









 








Michael D. Hayford

Page 2




          In addition, to assist you in relocating to Jacksonville, Florida, you will be provided with
relocation benefits specified in Appendix A to this Letter Agreement.




          The Retention Bonus payment is subject to deduction and withholding for applicable income and
payroll taxes or otherwise as required by law. Except as otherwise provided herein, the Company’s
obligation to make any payments provided for in this Letter Agreement, including, without
limitation, the Retention Bonus, and otherwise to perform its obligations hereunder will not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right or action that the
Company may have against you or others. This Letter Agreement does not prevent or limit your
continuing or future participation in any benefit, bonus, incentive or other plan, program,
arrangement or policy of the Company or its affiliates for which you and/or your dependents may
qualify, including, without limitation, your Employment Agreement. However, neither the Relocation
Bonus nor the relocation benefits specified in Appendix A will be taken into account in computing
any benefits under any plan, program or arrangement of the Company or its affiliates.




          This Letter Agreement will be binding upon any successor to the Company (whether direct or
indirect, by purchase, merger, consolidation or otherwise) in the same manner and to the same
extent that the Company would be obligated under this Letter Agreement if no succession had taken
place. This Letter Agreement will be governed by, and construed in accordance with, the laws of
the State of Florida, without reference to its conflict of law rules.




          Please acknowledge your acceptance and understanding of this Letter Agreement by signing and
returning it to the undersigned. A copy of this signed Letter Agreement will be sent to you for
your records.




	 	 	 	 	 
	 	 	FIDELITY NATIONAL INFORMATION
	 	 	SERVICES, INC.
	 
	 	 	 	 
	 	 	/s/ Lee A. Kennedy
	 	 	 
	 

	 	By:
	 	Lee A. Kennedy
	 

	 	 	 	 
	 

	 	Title:
	 	 President and CEO
	 

	 	 	 	 





	 	 	 
	Accepted and Acknowledged:

	 	 
	 
	 	 
	MICHAEL D. HAYFORD
	 	 
	 
	 	 
	/s/ Michael D. Hayford
	 	 
	 
	 	 
	 
	Date: 3/31/09