exv10w7






Exhibit 10.7




LENDER PROCESSING SERVICES, INC.

EMPLOYEE STOCK PURCHASE PLAN




     Lender Processing Services, Inc., a Delaware corporation (hereinafter referred to as the
“Company”), hereby establishes an employee stock purchase plan to be known as the “Lender
Processing Services, Inc. Employee Stock Purchase Plan” (hereinafter referred to as the
“Plan”). The Plan shall become effective July 2, 2008 (the “Effective Date”). The Plan
shall remain in effect, subject to the right of the Board to amend or terminate the Plan at any
time pursuant to Section 10.1 hereof, until all shares of Company Stock subject to it shall have
been purchased or acquired according to the Plan’s provisions.



ARTICLE I

PURPOSE OF THE PLAN




     1.1 PURPOSE. The Company has determined that it is in its best interests to provide
an incentive to attract and retain Employees and to increase Employee morale by providing a program
through which Employees may acquire a proprietary interest in the Company through the purchase of
shares of Company Stock. The Plan shall permit Employees to purchase shares of Company Stock
through payroll deductions and through Company matching contributions. Participation in the Plan
is entirely voluntary and neither the Company nor any of its Subsidiaries makes any recommendations
to their Employees as to whether they should participate in the Plan. The Plan is not intended to
be an “employee benefit plan” under the Employee Retirement Income Security Act of 1974, as
amended, nor qualify as an “employee stock purchase plan” under Section 423 of the Code.



ARTICLE II

DEFINITIONS




     Capitalized terms used herein without definition shall have the respective meanings set forth
below:



     2.1 ACCOUNT. “Account” means the bookkeeping entry maintained by the Company on
behalf of each Participant for the purpose of accounting for all Participant Contributions and
Matching Contributions credited to the Participant pursuant to the Plan.



     2.2 BASE EARNINGS. “Base Earnings” means the amount of a Participant’s regular salary
before deductions required by law and deductions authorized by the Participant, including any
elective deferrals with respect to a plan of the Employer qualified under Sections 125 or 401(a) of
the Code and any amounts deferred by the Participant to a nonqualified deferred compensation plan
sponsored by the Employer. In the case of Participants primarily compensated on a commission
basis, “Base Earnings” may include commission earnings not to exceed $10,000 per month. “Base
Earnings” shall not include: wages paid for overtime, extended workweek schedules or any other form
of extra compensation, payments made by the Employer based upon salary for Social Security,
workers’ compensation, unemployment compensation, disability payments or any other payment mandated
by state or federal statute, or salary-related contributions made by the Employer for insurance,
annuity or any other employee benefit plan.



 









 





     2.3 BOARD. “Board” means the Board of Directors of the Company.



     2.4 BROKER. “Broker” means the financial institution designated by the Company to act
as Broker for the Plan.



     2.5 CODE. “Code” means the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder.



     2.6 COMMITTEE. “Committee” means the Committee described in Article VII.



     2.7 COMPANY. “Company” means Lender Processing Services, Inc., a Delaware
corporation, and any successor thereto.



     2.8 COMPANY STOCK. “Company Stock” means shares of common stock, par value $0.0001
per share, of the Company.



     2.9 EMPLOYEE. “Employee” means each person currently employed by the Employer who (a)
averages at least twenty (20) hours per week, any portion of whose income is subject to withholding
of income tax or for whom Social Security retirement contributions are made by the Employer or (b)
qualifies as a common-law employee of the Employer. Notwithstanding the foregoing sentence to the
contrary, persons determined by the Committee not to be Employees and persons on a leave of absence
shall not be treated as “Employees” for purposes of this Plan.



     2.10 EMPLOYER. “Employer” means the Company and any Subsidiary that adopts this Plan
with the approval of the Board.



     2.11 FIS COMMON STOCK. “FIS Common Stock” means shares of common stock, par value
$0.01 per share, of Fidelity National Information Services, Inc.



     2.12 FNF COMMON STOCK. “FNF Common Stock” means shares of common stock, par value
$0.0001 per share, of Fidelity National Information Services, Inc.



     2.13 PARTICIPANT. “Participant” means an Employee who has satisfied the eligibility
requirements of Section 3.1 and has become a participant in the Plan in accordance with Section
3.2.



     2.14 PAYROLL PERIOD. “Payroll Period” means the pay periods coinciding with the
Employer’s payroll practices, as revised from time to time.



     2.15 PLAN YEAR. “Plan Year” means the twelve consecutive month period ending each
December 31.



     2.16 QUARTER. “Quarter” means the three consecutive calendar month periods commencing
January 1 through March 31, April 1 through June 30, July 1 through September 30 and October 1
through December 31 each Plan Year.



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     2.17 QUARTER END. “Quarter End” means the last day of each Quarter (i.e., March 31,
June 30, September 30 or December 31).



     2.18 SHARE ACCOUNT. “Share Account” means the account maintained by the Broker on
behalf of each Participant for the purpose of accounting for Company Stock purchased by the
Participant pursuant to the Plan.



     2.19 SUBSIDIARY. “Subsidiary” means any corporation in which the Company owns,
directly or indirectly, at least fifty percent (50%) of the total combined voting power of all
classes of stock, or any other entity (including, but not limited to, partnerships and joint
ventures) in which the Company owns, directly or indirectly, at least fifty percent (50%) of the
combined equity thereof.



ARTICLE III

ELIGIBILITY AND PARTICIPATION




     3.1 ELIGIBILITY.



          (a) Each Employee of the Employer who participated in or was eligible to participate in the
Fidelity National Information Services, Inc. Employee Stock Purchase Plan (the “FIS ESPP”)
immediately prior to the Effective Date shall be eligible to become a Participant in the Plan as of
the Effective Date.




          (b) All other Employees of the Employer shall be eligible to become Participants in the Plan
following the completion of ninety (90) days of employment with the Employer.




     3.2 PARTICIPATION. An Employee who has satisfied the eligibility requirements of
Section 3.1 may become a Participant in the Plan upon his or her completion of such enrollment
procedures as the Committee may prescribe, which procedures may include responding to enrollment
procedures set forth via an Internet website or a voice response system authorizing payroll
deductions. Payroll deductions for a Participant shall commence as soon as administratively
practicable following the completion of the enrollment procedures established by the Committee and
shall remain in effect until changed by the Participant in accordance with Section 4.2 below.



     3.3 SPECIAL RULES. In the event that a person is excluded from participation in the
Plan under Section 2.9 above and a court of competent jurisdiction determines that the person is
eligible to participate in the Plan, the person shall be treated as an Employee only from the date
of the court’s determination and shall not be entitled to retroactive participation in the Plan.



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ARTICLE IV

PARTICIPANT CONTRIBUTIONS




     4.1 PARTICIPANT ELECTION. Pursuant to the enrollment procedures established by the
Committee in Section 3.2, each Participant shall designate the amount of payroll deductions
(“Participant Contributions”) to be made from his or her paycheck to purchase Company Stock
under the Plan. The amount of Participant Contributions shall be designated in whole percentages
of Base Earnings, of at least three percent (3%) and not to exceed fifteen percent (15%) of Base
Earnings for any Plan Year. The amount so designated by the Participant shall be effective as soon
as administratively practicable following completion of the enrollment procedures and shall
continue until terminated or altered in accordance with Section 4.2 below.



     4.2 CHANGES IN ELECTION. In accordance with procedures established by the Committee,
a Participant may decrease or increase the rate of his or her Participant Contributions or elect to
discontinue his or her Participant Contributions, in either case as soon as administratively
practicable. No such election may be made retroactive, and any such new election shall remain in
effect until subsequently modified by the Participant pursuant to this Section 4.2.



     4.3 PARTICIPANT ACCOUNTS. The Company shall establish and maintain a separate Account
for each Participant. The amount of each Participant’s Participant Contribution, as well as his or
her matching contribution as set forth in Article V (the “Matching Contribution”), shall be
credited to his or her Account. No interest shall accrue at any time for any amount credited to an
Account of a Participant.



ARTICLE V

MATCHING CONTRIBUTIONS




     5.1 OFFICERS. For each Officer of the Employer who is a Participant in the Plan and
remains an Employee on each day from each Quarter End until the anniversary of that Quarter End
(the “Matching Date”), the Employer shall credit to the Account of that Participant a
Matching Contribution. The Matching Contribution shall be an amount equal to one-half of the
amount of Participant Contributions set aside into the Participant’s Account for the Quarter ending
on the applicable Quarter End. Withholding taxes, if any, shall be made upon such Matching
Contribution based upon the Participant’s existing withholding percentages or as otherwise required
by law from the Participant’s Base Earnings. For purposes of the Plan and unless otherwise
determined by the Committee, “Officer” means chief executive officer, president, executive vice
president, senior vice president, vice president or assistant vice president and shall be
determined by the Committee as of any Quarter End.



     5.2 OTHER PARTICIPANTS. For each Participant who the Committee determines is not an
Officer of the Employer under Section 5.1 above and who remains an Employee on each day from each
Quarter End until the Matching Date, the Company shall credit to the Account of that Participant a
Matching Contribution. Except as otherwise provided in Section 5.3 below, the Matching
Contribution shall be an amount equal to one-third of the amount of Participant Contributions set
aside into the Participant’s Account for the Quarter ending on the



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applicable Quarter End. Withholding taxes, if any, shall be made upon such Matching
Contribution based upon the Participant’s existing withholding percentages or as otherwise required
by law from the Participant’s Base Earnings.




     5.3 TEN-YEAR EMPLOYEES. Notwithstanding the provisions of Section 5.2 to the
contrary, with respect to each Participant who has completed at least ten (10) consecutive years of
employment with the Employer (“Ten-Year Employee”), the Matching Contribution for such
Participant under Section 5.2 above with respect to any Participant Contributions made after the
Participant becomes a Ten-Year Employee shall be one-half of the amount of the Participant’s
Contributions instead of one-third. For purposes of this Section 5.3, a Participant’s “consecutive
years of employment” which were credited to the Participant under the FIS ESPP immediately prior to
commencing employment with the Company shall be included in determining whether the Participant is
a Ten-Year Employee.



     5.4 CHANGES IN STATUS. In the event that a Participant becomes an Officer of the
Employer, as described in Section 5.1 herein, or a Ten-Year Employee, as described in Section 5.3
herein, during a Quarter, for purposes of determining such Participant’s Matching Contribution, all
Participant Contributions made during the Quarter in which the change in status occurred shall be
considered to have been made as an Officer or Ten-Year Employee for that Quarter.



     5.5 FORMER FIS ESPP PARTICIPANTS. Notwithstanding the foregoing provisions, for each
Participant who participated in the FIS ESPP immediately prior to commencing participation in the
Plan, the Employer shall, for the first four (4) Quarters of such Participant’s employment with the
Employer, credit to the Account of that Participant a Matching Contribution equal to the Matching
Contribution the Participant would have received under the FIS ESPP had the Participant continued
to be eligible to participate in the FIS ESPP through such time period.



ARTICLE VI

PURCHASE OF STOCK




     6.1 PURCHASE OF COMPANY STOCK. As soon as practicable following the close of each
Payroll Period or, with respect to Matching Contributions, the Quarter End (each such case, the
“Purchase Date”), the amount credited to a Participant’s Account shall be transferred by
the Employer to the Broker, and the Plan shall cause the Broker to use such amount to purchase
shares of Company Stock on the open market on the Participant’s behalf. Any balance remaining
after the purchase shall be credited to the Participant’s Share Account and shall be used to
purchase additional shares of Company Stock as of the next Purchase Date.



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     6.2 SHARE ACCOUNTS AND DELIVERY OF COMPANY STOCK.



          (a) Company Stock purchased by each Participant under the Plan shall be posted to the
Participant’s Share Account as soon as practicable after, and credited to such Share Account as of,
each Purchase Date. Dividends on shares of Company Stock held in a Participant’s Share Account
shall be credited to such Participant’s Share Account and shall be used to purchase additional
shares of Company Stock as of the next following Purchase Date.




          (b) Certificates representing the number of full shares of Company Stock held in a
Participant’s Share Account will be delivered to such Participant as soon as administratively
practicable after the Participant submits a request for the delivery of such shares pursuant to
procedures established by the Committee. The time of delivery of shares may be postponed for such
period as may be necessary to comply with the registration requirements under the Securities Act of
1933, as amended, the listing requirements of any securities exchange on which the Company Stock
may then be listed, or the requirements under other laws or regulations applicable to the sale of
such shares.




     6.3 FEES AND COMMISSIONS. The Company shall pay the Broker’s administrative charges
for opening and maintaining the Share Accounts and the Transferred Share Accounts (described in
Section 6.5 below) for the Participants and the brokerage commissions on purchases made that are
attributable to the purchase of Company Stock with Participant Contributions and Matching
Contributions. Participants shall pay the Broker’s fees attributable to the issuance of
certificates for any and all shares of Company Stock, FIS Common Stock and FNF Common Stock held in
a Participant’s Share Account and Transferred Share Account, as applicable. Participants shall
also pay the brokerage commissions and any charges associated with the sale of Company Stock, FIS
Common Stock and FNF Common Stock held in a Participant’s Share Account and Transferred Share
Account, as applicable, pursuant to Section 6.4 below.



     6.4 SALE OF STOCK. Any Participant may request the Broker to sell any or all of the
shares of Company Stock, FIS Common Stock and FNF Common Stock held in a Participant’s Share
Account and Transferred Share Account, as applicable. Unless directed otherwise by the
Participant, the Broker shall mail to the Participant a check for the proceeds, less any applicable
fees and brokerage commissions and any transfer taxes, registration fees or other normal charges
associated with such a sale, as soon as administratively practicable thereafter.



     6.5 TRANSFERRED SHARE ACCOUNT. As soon as practicable after the quarter ending June
30, 2008, Fidelity National Information Systems, Inc. (“FIS”) shall transfer, to the Plan,
the accounts of any individual who is (a) an employee of LPS (or any of its subsidiaries or
affiliates) on the first day immediately following the spin-off of LPS from FIS and (b) not also an
employee of FIS (or any of its subsidiaries or affiliates) on such date. The portions of such
transferred accounts invested in FIS Common Stock and FNF Common Stock shall be transferred in-kind
to accounts in the Plan (the “Transferred Share Accounts”). The Transferred Share Accounts
shall be frozen immediately after the transfer so that contributions may not be allocated to, or
transferred into, the Transferred Share Accounts after the transfer; provided,
however, that a Participant with a Transferred Share Account may (i) receive a distribution
of



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FIS Common Stock and/or FNF Common Stock out of his or her Transferred Share Account at any
time in accordance with Section 6.5(b) below and/or (ii) sell his or her FIS Common Stock and/or
FNF Common Stock in accordance with Section 6.4 above. Dividends on shares of FIS Common Stock and
FNF Common Stock held in a Participant’s Transferred Share Account shall be credited to such
Participant’s Share Account and shall be used to purchase additional shares of Company Stock as of
the next following Purchase Date.




     (b) Certificates representing the number of full shares of FIS Common Stock and FNF Common
Stock held in a Participant’s Transferred Share Account will be delivered to such Participant as
soon as administratively practicable after the Participant submits a request for the delivery of
such shares pursuant to procedures established by the Committee. The time of delivery of shares
may be postponed for such period as may be necessary to comply with the registration requirements
under the Securities Act of 1933, as amended, the listing requirements of any securities exchange
on which the FIS Common Stock and FNF Common Stock may then be listed, or the requirements under
other laws or regulations applicable to the sale of such shares.



ARTICLE VII

TERMINATION OF EMPLOYMENT AND BENEFICIARY DESIGNATION




     7.1 TERMINATION OF EMPLOYMENT. In the event that a Participant’s employment with the
Employer terminates for any reason, the Participant shall cease to participate in the Plan on the
date of termination. As soon as is administratively practicable following the date of termination,
the entire balance of the Participant’s Account shall be paid, and all cash and shares of Company
Stock, FIS Common Stock and FNF Common Stock held in a Participant’s Share Account and Transferred
Share Account, as applicable, shall be delivered, to the Participant or his or her beneficiary.



     7.2 BENEFICIARY DESIGNATION. A Participant may file a written designation of a
beneficiary who is to receive any cash and shares of Company Stock, FIS Common Stock and FNF Common
Stock held in a Participant’s Share Account and Transferred Share Account, as applicable and any
cash from the Participant’s Account in the event of his or her death. Beneficiary designations may
be changed by the Participant at any time by written notice. If a Participant dies, the Committee
may rely upon the most recent beneficiary designation it has on file as being the appropriate
beneficiary. If a Participant dies and no valid beneficiary designation exists, or the beneficiary
has predeceased the Participant, the Committee shall deliver any cash or shares of Company Stock,
FIS Common Stock and FNF Common Stock (if any) to the executor or administrator of the estate of
the Participant, or if no such executor or administrator has been appointed to the knowledge of the
Committee, the Committee, in its sole discretion, may deliver such cash or shares of Company Stock
to the spouse or any one or more dependents or relatives of the Participant, or if no spouse,
dependent or relative is known to the Committee, then to such other person as the Committee may
designate.



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ARTICLE VIII

PLAN ADMINISTRATION




     8.1 PLAN ADMINISTRATION.



          (a) Authority to control and manage the operation and administration of the Plan shall be
vested in the Board, or a committee (“Committee”) appointed by the Board. Until such time
as the Board appoints a Committee to administer the Plan, the Board shall serve as the Committee
for purposes of the Plan. The Board or Committee shall have all powers necessary to supervise the
administration of the Plan and control its operations.




          (b) In addition to any powers and authority conferred on the Board or Committee elsewhere in
the Plan or by law, the Board or Committee shall have the following powers and authority:





          (i) To designate agents to carry out responsibilities relating to the Plan;




          (ii) To administer, interpret, construe and apply this Plan and to answer all questions
that may arise or that may be raised under this Plan by a Participant, his or her
beneficiary or any other person whatsoever;




          (iii) To establish rules and procedures from time to time for the conduct of its
business and for the administration and effectuation of its responsibilities under the Plan;
and




          (iv) To perform or cause to be performed such further acts as it may deem to be
necessary, appropriate, or convenient for the operation of the Plan.



          (c) Any action taken in good faith by the Board or Committee in the exercise of authority
conferred upon it by this Plan shall be conclusive and binding upon a Participant and his or her
beneficiaries. All discretionary powers conferred upon the Board and Committee shall be absolute.




     8.2 LIMITATION ON LIABILITY. No Employee of the Employer nor any member of the Board
or Committee shall be subject to any liability with respect to his or her duties under the Plan
unless the person acts fraudulently or in bad faith. To the extent permitted by law, the Company
shall indemnify each member of the Board or Committee, and any other Employee of the Employer with
duties under the Plan who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed proceeding, whether civil, criminal, administrative, or
investigative, by reason of the person’s conduct in the performance of his or her duties under the
Plan.



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ARTICLE IX

COMPANY STOCK




     9.1 MAXIMUM NUMBER OF SHARES. Subject to Section 9.3 below, the maximum number of
shares of Company Stock which may be purchased under the Plan is 10,000,000 shares. All shares of
Company Stock shall be purchased on the open market.



     9.2 VOTING COMPANY STOCK. The Participant will have no interest or voting right in
shares of Company Stock to be purchased under Article VI of the Plan until such shares have been
purchased.



     9.3 ADJUSTMENTS. In the event of any merger, reorganization, consolidation,
recapitalization, liquidation, stock dividend, split-up, spin-off, stock split, reverse stock
split, share combination, share exchange, extraordinary dividend, or any change in the corporate
structure affecting the shares of Company Stock, such adjustment shall be made in the number and
kind of shares of Company Stock that may be purchased under the Plan as set forth in Section 9.1,
and the number and kind of shares of Company Stock held in each Participant’s Share Account, as may
be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent
dilution or enlargement of rights. The decision by the Committee regarding any such adjustment
shall be final, binding and conclusive.



ARTICLE X

MISCELLANEOUS MATTERS




     10.1 AMENDMENT AND TERMINATION. Since future conditions affecting the Company cannot
be anticipated or foreseen, the Board reserves the right to amend, modify, or terminate the Plan at
any time; provided, however, that no amendment that requires stockholder approval
in order for the Plan to continue to comply with the New York Stock Exchange listing standards or
any rule promulgated by the United States Securities and Exchange Commission or any securities
exchange on which the securities of the Company are listed shall be effective unless such amendment
shall be approved by the requisite vote of stockholders of the Company entitled to vote thereon
within the time period required under such applicable listing standard or rule. Upon termination
of the Plan, all benefits shall become payable immediately. Notwithstanding the foregoing, no such
amendment or termination shall affect rights previously granted, nor may an amendment make any
change in any right previously granted which adversely affects the rights of any Participant
without the consent of such Participant.



     10.2 TAX WITHHOLDING. The Company shall have the right to deduct from all amounts
payable to a Participant (whether under this Plan or otherwise) any taxes required by law to be
withheld in respect of amounts payable under this Plan.



     10.3 BENEFITS NOT ALIENABLE. Benefits under the Plan may not be assigned or
alienated, whether voluntarily or involuntarily, except as expressly permitted in this Plan. Any
such attempt at assignment, transfer, pledge or other disposition shall be without effect.



     10.4 NO ENLARGEMENT OF EMPLOYEE RIGHTS. This Plan is strictly a voluntary undertaking
on the part of the Employer and shall not be deemed to constitute a



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contract between the Employer and any Employee or to be consideration for, or an inducement
to, or a condition of, the employment of any Employee. Nothing contained in the Plan shall be
deemed to give the right to any Employee to be retained in the employ of the Employer or to
interfere with the right of the Employer to discharge any Employee at any time.




     10.5 GOVERNING LAW. To the extent not preempted by Federal law, the Plan shall be
construed in accordance with and governed by 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 Plan to the substantive law of another jurisdiction.



     10.6 NON-BUSINESS DAYS. When any act under the Plan is required to be performed on a
day that falls on a Saturday, Sunday or legal holiday, that act shall be performed on the next
succeeding day which is not a Saturday, Sunday or legal holiday.



     10.7 COMPLIANCE WITH SECURITIES LAWS. Notwithstanding any provision of the Plan to
the contrary, the Committee shall administer the Plan in such a way to insure that the Plan at all
times complies with any applicable requirements of Federal securities laws.




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