EX-10.6






Exhibit 10.6




Fidelity National Financial, Inc.

Amended and Restated

2005 Omnibus Incentive Plan




Notice of Stock Option Grant




     You (the “Optionee”) have been granted the following option to purchase Class A Common Stock
of Fidelity National Financial, Inc. (the “Company”), par value $0.0001 per share (“Share”),
pursuant to the Fidelity National Financial, Inc. Amended and Restated 2005 Omnibus Incentive Plan
(the “Plan”):



	 	 	 
	Name of Optionee:
	 	 
	 
	 	 
	Total Number of Shares Subject to Option:
	 	 
	 
	 	 
	Type of Option:
	 	Nonqualified
	 
	 	 
	Exercise Price Per Share:
	 	$
	 
	 	 
	Effective Date of Grant:
	 	 
	 
	 	 
	Vesting Schedule:
	 	Subject to the terms of the Plan and the Stock
	 
	 	Option Agreement attached hereto, the right to
	 
	 	exercise this option shall vest with respect to one
	 
	 	third of the option on each anniversary of the
	 
	 	Effective Date of Grant.
	 
	 	 
	Expiration Date:
	 	8th Anniversary of Effective Date of Grant
	 
	 	 
	 
	 	The option is subject to earlier expiration, as
	 
	 	provided in Section 3(b) of the attached Stock
	 
	 	Option Agreement.





By your signature and the signature of the Company’s representative below, you and the Company
agree and acknowledge that this option is granted under and governed by the terms and conditions of
the Plan and the Stock Option Agreement, which are incorporated herein by reference, and that you
have been provided with a copy of the Plan and Stock Option Agreement.




	 	 	 	 	 	 	 
	Optionee:	 	 	 	Fidelity National Financial, Inc.
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	(Name)

	 	 	 	 	 	     Anthony J. Park
	Date:

	 	 	 	 	 	     Chief Financial Officer
	 

	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 





 









 






Fidelity National Financial, Inc.

Amended and Restated

2005 Omnibus Incentive Plan




Stock Option Agreement




SECTION 1. GRANT OF OPTION.




     (a) Option. On the terms and conditions set forth in the Notice of Stock Option Grant and
this Stock Option Agreement (the “Agreement”), the Company grants to the Optionee on the Effective
Date of Grant the option (the “Option”) to purchase at the Exercise Price the number of Shares set
forth in the Notice of Stock Option Grant.



     (b) Plan and Defined Terms. The Option is granted pursuant to the Plan. All terms,
provisions, and conditions applicable to the Option set forth in the Plan and not set forth herein
are hereby incorporated by reference herein. To the extent any provision hereof is inconsistent
with a provision of the Plan, the provisions of the Plan will govern. All capitalized terms that
are used in the Notice of Stock Option Grant or this Agreement and not otherwise defined therein or
herein shall have the meanings ascribed to them in the Plan.



SECTION 2. RIGHT TO EXERCISE.



     The Option hereby granted shall be exercised by written notice to the Committee, specifying
the number of Shares the Optionee desires to purchase together with provision for payment of the
Exercise Price. Subject to such limitations as the Committee may impose (including prohibition of
one more of the following payment methods), payment of the Exercise Price may be made by (a) check
payable to the order of the Company, for an amount in United States dollars equal to the aggregate
Exercise Price of such Shares, (b) by tendering to the Company Shares having an aggregate Fair
Market Value (as of the trading date immediately preceding the date of exercise) equal to such
Exercise Price, (c) by broker-assisted exercise, or (d) by a combination of such methods. The
Company may require the Optionee to furnish or execute such other documents as the Company shall
reasonably deem necessary (i) to evidence such exercise and (ii) to comply with or satisfy the
requirements of the Securities Act of 1933, as amended, the Exchange Act, applicable state or
non-U.S. securities laws or any other law.



SECTION 3. TERM AND EXPIRATION.




     (a) Basic Term. Subject to earlier termination pursuant to the terms hereof, the Option shall
expire on the expiration date set forth in the Notice of Stock Option Grant.



     (b) Termination of Employment or Service. If the Optionee’s employment or service as a
Director or Consultant, as the case may be, is terminated, the Option shall expire on the earliest
of the following occasions:



          (i) The expiration date set forth in the Notice of Stock Option Grant;




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          (ii) The date three months following the termination of the Optionee’s employment or service
for any reason other than Cause, death, or Disability;




          (iii) The date one year following the termination of the Optionee’s employment or service due
to death or Disability; or




          (iv) The date of termination of the Optionee’s employment or service for Cause.



The Optionee may exercise all or part of this Option at any time before its expiration under the
preceding sentence, but, subject to the following sentence, only to the extent that the Option had
become vested before the Optionee’s employment or service terminated. When the Optionee’s
employment or service terminates, this Option shall expire immediately with respect to the number
of Shares for which the Option is not yet vested. If the Optionee dies after termination of
employment or service, but before the expiration of the Option, all or part of this Option may be
exercised (prior to expiration) by the personal representative of the Optionee or by any person who
has acquired this Option directly from the Optionee by will, bequest or inheritance, but only to
the extent that the Option was vested and exercisable upon termination of the Optionee’s employment
or service.




     (c) Definition of “Cause.” The term “Cause” shall have the meaning ascribed to such term in
the Optionee’s employment agreement with the Company or any Parent or Subsidiary. If the
Optionee’s employment agreement does not define the term “Cause,” of if the Optionee has not
entered into an employment agreement with the Company or any Parent or Subsidiary, the term “Cause”
shall mean (i) the willful engaging by the Optionee in misconduct that is demonstrably injurious to
the Company or any Parent or Subsidiary (monetarily or otherwise), (ii) the Optionee’s conviction
of, or pleading guilty or nolo contendere to, a felony involving moral turpitude, or (iii) the
Optionee’s violation of any confidentiality, non-solicitation, or non-competition covenant to which
the Optionee is subject.



     (d) Definition of “Disability.” The term “Disability” shall have the meaning ascribed to such
term in the Optionee’s employment agreement with the Company or any Parent or Subsidiary. If the
Optionee’s employment agreement does not define the term “Disability,” or if the Optionee has not
entered into an employment agreement with the Company or any Parent or Subsidiary, the term
“Disability” shall mean the Optionee’s entitlement to long-term disability benefits pursuant to the
long-term disability plan maintained by the Company or in which the Company’s employees
participate.



SECTION 4. TRANSFERABILITY OF OPTION.




     (a) Generally. Except as provided in Section 4(b) herein, the Option shall not be
transferable by the Optionee other than by will or the laws of descent and distribution, and the
Option shall be exercisable during the Optionee’s lifetime only by the Optionee or on his or her
behalf by the Optionee’s guardian or legal representative.



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     (b) Transfers to Family Members. Notwithstanding Section 4(a) herein, if the Option is a
Nonqualified Stock Option, the Optionee may transfer the Option for no consideration to or for the
benefit of a Family Member, subject to such limits as the Committee may establish, and the
transferee shall remain subject to all the terms and conditions applicable to the Option.



     (c) Definition of "Family Member.” For purposes of this Agreement, the term “Family Member”
shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former
spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law of the Optionee (including adoptive relationships), any person
sharing the same household as the Optionee (other than a tenant or employee), a trust in which the
above persons have more than fifty percent of the beneficial interests, a foundation in which the
Optionee or the above persons control the management of assets, and any other entity in which the
Optionee or the above persons own more than fifty percent of the voting interests.



SECTION 5. MISCELLANEOUS PROVISIONS.




     (a) Acknowledgements. The Optionee hereby acknowledges that he or she has read and
understands the terms of this Agreement, and agrees to be bound by its terms and conditions. The
Optionee acknowledges that there may be tax consequences upon the exercise or transfer of the
Option and that the Optionee should consult an independent tax advisor prior to any exercise or
transfer of the Option.



     (b) Tax Withholding. Pursuant to Article 20 of the Plan, the Committee shall have the power
and the right to deduct or withhold, or require the Optionee to remit to the Company, an amount
sufficient to satisfy any federal, state and local taxes (including the Optionee’s FICA
obligations) required by law to be withheld with respect to this Option. The Committee may
condition the delivery of Shares upon the Optionee’s satisfaction of such withholding obligations.
The Optionee may elect to satisfy all or part of such withholding requirement by tendering
previously-owned Shares or by having the Company withhold Shares having a Fair Market Value equal
to the minimum statutory withholding (based on minimum statutory withholding rates for federal,
state and local tax purposes, as applicable, including payroll taxes) that could be imposed on the
transaction, and, to the extent the Committee so permits, amounts in excess of the minimum
statutory withholding to the extent it would not result in additional accounting expense. Such
election shall be irrevocable, made in writing, signed by the Optionee, and shall be subject to any
restrictions or limitations that the Committee, in its sole discretion, deems appropriate.



     (c) Notice Concerning Disqualifying Dispositions. If the Option is an Incentive Stock Option,
the Optionee shall notify the Committee of any disposition of Shares issued pursuant to the
exercise of the Option if the disposition constitutes a “disqualifying disposition” within the
meaning of Sections 421 and 422 of the Code (or any successor provision of the Code then in effect
relating to disqualifying dispositions). Such notice shall be provided by the Optionee to the
Committee in writing within 10 days of any such disqualifying disposition.



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     (d) Rights as a Stockholder. Neither the Optionee nor the Optionee’s transferee or
representative shall have any rights as a stockholder with respect to any Shares subject to this
Option until the Option has been exercised and Share certificates have been issued to the Optionee,
transferee or representative, as the case may be.



     (e) Ratification of Actions. By accepting this Agreement, the Optionee and each person
claiming under or through the Optionee shall be conclusively deemed to have indicated the
Optionee’s acceptance and ratification of, and consent to, any action taken under the Plan or this
Agreement and Notice of Stock Option Grant by the Company, the Board, or the Committee.



     (f) Notice. Any notice 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. 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 in writing to the Company.



     (g) Choice of Law. This Agreement and the Notice of Stock Option Grant shall be governed by,
and construed in accordance with, the laws of Florida, without regard to any conflicts of law or
choice of law rule or principle that might otherwise cause the Agreement or Notice of Stock Option
Grant to be governed by or construed in accordance with the substantive law of another
jurisdiction.



     (h) Modification or Amendment. This Agreement may only be modified or amended by written
agreement executed by the parties hereto; provided, however, that the adjustments permitted
pursuant to Section 4.3 of the Plan may be made without such written agreement.



     (i) Severability. In the event any provision of this Agreement shall be held illegal or
invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of
this Agreement, and this Agreement shall be construed and enforced as if such illegal or invalid
provision had not been included.



     (j) References to Plan. All references to the Plan shall be deemed references to the Plan as
may be amended from time to time.



     (k) Section 409A Compliance. To the extent applicable, it is intended that the Plan and this
Agreement comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as
amended (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 (“Section 409A”).
Any provision of the Plan or this Agreement that would cause this Award to fail to satisfy Section
409A shall have no force or effect until amended to comply with Section 409A, which amendment may
be retroactive to the extent permitted by Section 409A.



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