exv10w10






EXHIBIT
10.10




LENDER PROCESSING SERVICES, INC.




Special Supplemental Executive Retirement Plan




Article I — Introduction and Establishment




     THIS SPECIAL SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (the “Plan”), maintained by Lender
Processing Services, Inc. (the “Company”), is established for the benefit of certain executive
officers of the Company whose ability to participate in an equity split-dollar life insurance
program has been limited by the Sarbanes-Oxley Act of 2002. The Plan is effective as of July 2,
2008 (the “Effective Date”).



     The Plan is established by the Company in connection with the spinoff of the Company from
Fidelity National Information Services, Inc. Prior to the spinoff, the Company was a participating
employer in the Fidelity National Information Services, Inc. Special Supplemental Executive
Retirement Plan (the “FIS Plan”). This Plan shall be considered to be a successor plan to the FIS
Plan.



Article II — Definitions




     When used in this Plan, the following terms shall have the meanings set forth below unless a
different meaning is plainly required by the context:



     2.1 Board. “Board” shall mean the Board of Directors of the Company.



     2.2 Cause. “Cause” shall mean termination by the Company of the Participant’s
employment upon any one of the following circumstances:




     (a) the Participant’s willful and continued failure to substantially perform the
Participant’s duties with the Company (other than any failure resulting from the
Participant’s incapacity due to physical or mental illness, including being Permanently
Disabled), after a written demand for substantial performance is delivered to the
Participant by the Chief Executive Officer of the Company (or if the Participant is the
Chief Executive Officer, the Chairman of the Compensation and Human Resources Committee of
the Board of Directors) that specifically identifies the manner in which the Chief Executive
Officer (or the Chairman) believes that the Participant has not substantially performed the
Participant’s duties, or




     (b) the Participant willfully engaging in conduct that is materially injurious to the
Company, monetarily or otherwise.



     For purposes of this Section 2.2, no act, or failure to act, on the Participant’s part will be
considered “willful” unless done, or omitted to be done, by the Participant not in good faith and
without reasonable belief that the Participant’s action or omission was in the best interest of the
Company. Notwithstanding the above, the Participant will not be deemed to have been terminated for
Cause unless and until the Participant has been given a copy of a Notice of



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Termination from the Chief Executive Officer of the Company (or if the Participant is the Chief
Executive Officer, the Chairman of the Compensation and Human Resources Committee of the Board of
Directors), after reasonable notice to the Participant and an opportunity for the Participant,
together with the Participant’s counsel, to be heard before (i) the Chief Executive Officer, or
(ii) if the Participant is an elected officer of the Company, the Board of Directors of the
Company, finding that in the good faith opinion of the Chief Executive Officer, or, in the case of
an elected officer, finding that in the good faith opinion of two-thirds of the Board of Directors,
the Participant committed the conduct set forth above in clauses (a) or (b) of this Section 2.2,
and specifying the particulars of that finding in detail.



     2.3 Change in Control. “Change in Control” shall mean the occurrence of any one of
the following events during the period in which the Plan remains in effect:




     (a) Voting Stock Accumulations. The accumulation by any Person of Beneficial
Ownership of twenty percent (20%) or more of the combined voting power of the Company’s
Voting Stock; provided that for purposes of this paragraph (a), a Change in Control
will not be deemed to have occurred if the accumulation of twenty percent (20%) or more of
the voting power of the Company’s Voting Stock results from any acquisition of Voting Stock
(i) directly from the Company that is approved by the Incumbent Board, (ii) by the Company,
(iii) by any employee benefit plan (or related trust) sponsored or maintained by the Company
or any Subsidiary, or (iv) by any Person pursuant to a Business Combination that complies
with all of the provisions of clauses (i), (ii) and (iii) of paragraph (b) below;




     (b) Business Combinations. The consummation of a Business Combination, unless,
immediately following that Business Combination, (i) all or substantially all of the Persons
who were the beneficial owners of Voting Stock of the Company immediately prior to that
Business Combination beneficially own, directly or indirectly, more than sixty-six and
two-thirds percent (66 2/3%) of the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote generally in the
election of directors of the entity resulting from that Business Combination (including an
entity that as a result of that transaction owns the Company or all or substantially all of
the Company’s assets either directly or through one or more subsidiaries) in substantially
the same proportions relative to each other as their ownership, immediately prior to that
Business Combination, of the Voting Stock of the Company, (ii) no Person (other than the
Company, that entity resulting from that Business Combination, or any employee benefit plan
(or related trust) sponsored or maintained by the Company, any Eighty Percent (80%)
Subsidiary or that entity resulting from that Business Combination) beneficially owns,
directly or indirectly, twenty percent (20%) or more of the then outstanding shares of
common stock of the entity resulting from that Business Combination or the combined voting
power of the then outstanding voting securities entitled to vote generally in the election
of directors of that entity, and (iii) at least a majority of the members of the Board of
Directors of the entity resulting from that Business Combination were members of the
Incumbent Board at the time of the action of the board providing for that Business
Combination;




     (c) Sale of Assets. A sale or other disposition of all or substantially all of
the assets of the Company; or



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     (d) Liquidations or Dissolutions. Approval by the shareholders of the Company
of a complete liquidation or dissolution of the Company, except pursuant to a Business
Combination that complies with all of the provisions of clauses (i), (ii) and (iii) of
paragraph (b) above.


For purposes of this Section 2.3, the following definitions will apply:





     “Beneficial Ownership” means beneficial ownership as that term is used in Rule 13d-3
promulgated under the Exchange Act.




     “Business Combination” means a reorganization, merger or consolidation of the Company.




     “Eighty Percent (80%) Subsidiary” means an entity in which the Company directly or
indirectly beneficially owns eighty percent (80%) or more of the outstanding Voting Stock.




     “Exchange Act” means the Securities Exchange Act of 1934, including amendments, or
successor statutes of similar intent.




     “Incumbent Board” means a Board of Directors at least a majority of whom consist of
individuals who either are (a) members of the Company’s Board of Directors as of the day
after the spinoff of the Company from Fidelity National Information Services, Inc. became
effective, or (b) members who became members of the Company’s Board of Directors subsequent
to such date whose election, or nomination for election by the Company’s shareholders, was
approved by a vote of at least two-thirds (2/3) of the directors then comprising the
Incumbent Board (either by a specific vote or by approval of the proxy statement of the
Company in which that person is named as a nominee for director, without objection to that
nomination), but excluding, for that purpose, any individual whose initial assumption of
office occurs as a result of an actual or threatened election contest (within the meaning of
Rule 14a-11 of the Exchange Act) with respect to the election or removal of directors or
other actual or threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board of Directors.




     “Person” means any individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Exchange Act).




     “Voting Stock” means the then outstanding securities of an entity entitled to vote
generally in the election of members of that entity’s Board of Directors.



     2.4 Commencement Date. “Commencement Date” with respect to each Participant shall
mean the “Commencement Date” as provided in Sections 2.1 and 2.3 of the Split Dollar Plan.



     2.5 Competitive Activity. A Participant or former Participant shall be deemed to
engage in “Competitive Activity” if he or she:



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     (a) directly or indirectly owns, operates, controls, participates in, performs services
for, or otherwise carries on, a business substantially similar to or competitive with the
business conducted by the Company or any Subsidiary (without limit to any particular region,
because Participant acknowledges that such business may be engaged in effectively from any
location in the United States or Canada); provided that nothing set forth in this
paragraph (a) will prohibit a Participant from owning not in excess of 5% of any class of
capital stock of any corporation if such stock is publicly traded and listed on any national
or regional stock exchange or on the Nasdaq Stock Market;




     (b) directly or indirectly attempts to persuade any employee or customer of the Company
or any Subsidiary to terminate such employment or business relationship in order to enter
into any such relationship on behalf of the Participant or any third party in competition
with the business conducted by the Company or any Subsidiary; or




     (c) directly or indirectly engages in any activity that is harmful to the interests of
the Company or any Subsidiary, as determined by the Compensation and Human Resources
Committee in its sole discretion, including the disclosure or misuse of any confidential
information or trade secrets of the Company or a Subsidiary.



     2.6 Early Benefit. “Early Benefit” shall have the meaning provided in Section 4.8.



     2.7 ERISA. “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as
amended.



     2.8 Executive Officer. “Executive Officer” shall mean an officer of the Company who
the Plan Administrator determines, in an exercise of the Plan Administrator’s discretion, to be an
executive officer within the meaning of the Sarbanes-Oxley Act of 2002.



     2.9 Good Reason. “Good Reason” shall mean a termination by the Participant of the
Participant’s employment within the period of time beginning six (6) months prior to a Change in
Control and ending on the third anniversary of such Change in Control and based on:




     (a) The assignment to the Participant of duties inconsistent with the Participant’s
position and status with the Company as they existed immediately prior to the Change in
Control, or a substantial change in the Participant’s title, offices or authority, or in the
nature of the Participant’s responsibilities, as they existed immediately prior to the
Change in Control, except in connection with the termination of the Participant’s employment
by the Company for Cause, by the Participant other than for Good Reason or as a result of
death;




     (b) A reduction by the Company in the Participant’s base salary as in effect on the
Commencement Date or as the Participant’s salary may be increased from time to time;




     (c) A failure by the Company to continue the Company’s incentive compensation plan(s),
as it may be modified from time to time, substantially in the form in effect immediately
prior to a Change in Control (the “Incentive Plan”), or a failure by



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the Company to continue the Participant as a participant in the Incentive Plan on at
least the basis of the Participant’s participation immediately prior to a Change in Control,
or to pay the Participant the amounts that the Participant would be entitled to receive in
accordance with the terms of the Incentive Plan (as in effect immediately prior to the
Change in Control);




     (d) The Company requiring the Participant to be based more than thirty-five (35) miles
from the location where the Participant is based prior to the Change in Control, except for
required travel on Company business to an extent substantially consistent with the
Participant’s business travel obligations immediately prior to the Change in Control; or if
the Participant consents to the relocation, the failure by the Company to pay (or reimburse
the Participant for) all reasonable moving expenses incurred by the Participant or to
indemnify the Participant against any loss realized on the sale of the Participant’s
principal residence in connection with the relocation;




     (e) The failure by the Company to continue in effect any retirement plan, compensation
plan, performance share plan, stock option plan, life insurance plan, health and accident
plan, disability plan or another benefit plan in which the Participant is participating
immediately prior to a Change in Control (except that the Company may cancel any such plans
without triggering this paragraph (e), if it provides the Participant with substantially
similar benefits under another plan), the taking of any action by the Company that would
adversely affect the Participant’s participation or materially reduce the Participant’s
benefits under any such plans or deprive the Participant of any material fringe benefit
enjoyed by the Participant immediately prior to a Change in Control, or the failure by the
Company to provide the Participant with the number of paid vacation days to which the
Participant is then entitled in accordance with the Company’s normal vacation practices in
effect immediately prior to a Change in Control; or




     (f) Any purported termination not effected pursuant to a Notice of Termination shall
not be valid for purposes of this Plan.



     2.10 Notice of Termination. A “Notice of Termination” shall mean a written notice
that indicates the specific provision in the definition of Cause relied upon as the basis for the
Participant’s termination of employment and setting forth in reasonable detail the facts and
circumstances claimed to provide a basis for the termination of Participant’s employment under the
provision so indicated.



     2.11 Participant. “Participant” shall mean any eligible Executive Officer who is
listed on Schedule A, has satisfied the requirements for participation in this Plan and has
a Participant Interest.



     2.12 Participant Interest. “Participant Interest” shall mean the amount reflected in
records maintained by the Plan Administrator to determine each Participant’s interest, if any,
under this Plan. Such Participant Interest shall be reflected as an entry in the Company’s
records.



     2.13 Payment Event. “Payment Event” shall have the meaning provided in Section 4.7.



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     2.14 Permanently Disabled. “Permanently Disabled” shall mean the Participant
suffering a sickness, accident or injury, which in the determination of the Plan Administrator
would entitle the Participant to disability benefits under either social security or the Company’s
long-term disability plan. The Company reserves the right to require the Participant to first
qualify for disability benefits under either social security or the Company’s long-term disability
plan before determining whether such Participant is Permanently Disabled for purposes of this Plan.



     2.15 Plan. “Plan” shall mean the Lender Processing Services, Inc. Special
Supplemental Executive Retirement Plan, as it may be amended from time to time.



     2.16 Plan Administrator. “Plan Administrator” shall mean the designated committee of
the Board, or its designee or designees. The Plan Administrator shall be the named fiduciary under
the Plan.



     2.17 Retirement. “Retirement” shall mean a Participant’s termination of employment
with the Company and all affiliates after (a) attaining age 65, (b) attaining age 55 and five years
of service with the “LPS Group” or (c) attaining age 50 and the Participant’s age plus his or her
years of service with the “LPS Group” equals at least 75. “LPS Group” means the Company, any
related company that is required to be aggregated with the Company under Code Section 414(b) or
(c), and any predecessor to the Company, including Fidelity National Information Services, Inc. and
Certegy Inc.



     2.18 Rollout Event. “Rollout Event” shall have the meaning provided in Section 4.4.



     2.19 Split Dollar Plan. “Split Dollar Plan” shall mean the Lender Processing
Services, Inc. Executive Life and Supplemental Retirement Benefit Plan, effective as of July 2,
2008, as amended from time to time.



     2.20 Subsidiary. “Subsidiary” shall mean an entity more than fifty percent (50%) of
whose equity interests are owned directly or indirectly by the Company.



     2.21 Valuation Date. “Valuation Date” shall mean any date(s) selected by the Plan
Administrator in its sole discretion as of which the Participants’ Participant Interests are
valued.



     2.22 Vesting. “Vesting” shall mean when a Participant becomes vested under the Plan
in accordance with Section 4.2



Article III — Participation




     3.1 Eligibility and Participation. Each Executive Officer who has been
authorized to enter into a Split-Dollar Life Insurance Agreement (Endorsement Non-Equity Method) by
the Plan Administrator (but not by any designee thereof) shall be eligible to participate in the
Plan. All Participants shall be listed on Schedule A. An Executive Officer who is eligible to
participate shall become a Participant on the date he first has a Participant Interest, as
determined by the Plan Administrator or its designee in its discretion. An Executive Officer who
becomes a



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Participant shall continue as a Participant, until his Participant Interest is determined by the
Plan Administrator or its designee to have been fully paid out, forfeited or permanently
eliminated. Any Executive Officers who are employed by the Company and who participated in the FIS
Plan prior to the spinoff of the Company shall be transferred to this Plan as of the Effective Date
and their eligibility and participation in this Plan shall continue pursuant to the terms of this
Plan. The Split-Dollar Life Insurance Agreements (Endorsement Non-Equity Method) and Participant
Interests of each transferred Participant from the FIS Plan shall also transfer to this Plan as of
the Effective Date. There shall be no new Participants added to the Plan.



     3.2 Participant Interest.




     (a) As of one or more Valuation Dates, as determined by the Plan Administrator, a
Participant’s Participant Interest shall equal a hypothetical value based on the amount by
which the Net Cash Value of a relevant Policy exceeds the Net Company Premiums under such
Policy. To the extent the Net Company Premiums under a Policy exceed the Net Cash Value of
such Policy, the Participant’s Participant Interest value shall be zero ($0). By becoming a
party hereto, Participants expressly acknowledge that while a Participant Interest can have
a positive value as of a particular Valuation Date, because of fluctuations in investment
markets, such value can decline to zero ($0) as of a subsequent Valuation Date.




     (b) References to a Policy or Policies herein is in no way intended and shall not
represent any asset to which a Participant may look for payment or security for payment of
any benefit under this Plan. A Policy is only referenced to provide a basis for measuring
the Company’s obligations under the Plan. Any and all Policies are and shall remain
general, unrestricted assets of Company. All benefits payable under the Plan shall be paid
from the general assets of the Company. The Company may, but shall not be required, to use
funds under a Policy to satisfy its obligations under the Plan, and the Company reserves the
right to satisfy its liabilities under the Plan by the transference of rights in a Policy.


For purposes of this Section 3.2, the following definitions will apply:





     “Net Cash Value” shall mean the cash surrender value of the Policy reduced, as
appropriate, by any indebtedness (and interest thereon) obtained by the Company and secured
by the Policy which indebtedness remains outstanding as of the date of such determination.




     “Net Company Premiums” shall mean at any point in time the aggregate sum of all premium
payments then or theretofore actually paid by the Company credited to the Policy, reduced by
any indebtedness (and interest thereon) obtained by the Company and secured by the Policy
which indebtedness remains outstanding as of the date of such determination.




     “Policy” shall mean the policy or policies of life insurance issued by a commercial
insurer on the life of the Participant and legally owned by the Company, together with any
and all supplements, endorsements and amendments thereto. For



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purposes of the Plan, policies listed under Schedule A shall constitute a
Policy for purposes of determining Participant Interest values under this Plan.



Article IV — Interest of Participants




     4.1 Accounting for Participants’ Interests. Each Participant’s Participant Interest
shall be as described in Section 3.2 and this Section 4.1. A Participant’s Participant Interest,
if any, may fluctuate at rates determined by assuming such Participant Interest was invested in
accordance with guidelines and investment directions determined by the Plan Administrator.
Notwithstanding the preceding sentence, the Plan Administrator shall be required to follow the
Participant’s direction with respect to the investment of the Participant’s Participant Interest
following a Change in Control. In the event the Participant engages in Competitive Activity during
the one-year period following the Participant’s termination of employment, the Participant’s right
to direct investment of some or all of Participant’s Participant Interest shall cease as soon as
administratively practicable following the Plan Administrator’s determination that the Participant
has engaged in such Competitive Activity.



     4.2 Vesting of a Participant’s Participant Interest. Each Participant shall become
vested in his or her Participant Interest upon completing three (3) years of service with the LPS
Group (as defined in Section 2.17), measured from the Participant’s Commencement Date.
Notwithstanding the prior sentence, a Participant’s Participant Interest shall be considered to
have no value in the circumstances specified in Section 4.5(b) below. The term, “Vesting,” shall
mean to have satisfied all the terms and conditions to be fully vested as provided in this Section
4.2.



     A Participant shall only receive credit towards becoming vested in his or her Participant
Interest while the Participant is actively employed by the Company (or on an authorized leave of
absence); provided, however the Participant shall continue to receive vesting credit towards his or
her Participant Interest after termination of employment, if (a) the Participant’s employment with
the Company is terminated as a result of Retirement, job elimination, Good Reason or becoming
Permanently Disabled, and (b) the Participant is not engaged in a Competitive Activity.



     Notwithstanding a Participant’s being fully vested in his or her Participant Interest, the
Participant’s Participant Interest can fluctuate to the extent that it has no value.



     4.3 Termination Date. A Participant’s participation in this Plan shall terminate upon
the earliest of the following events to occur (each a “Termination Date”):




     (a) The Participant’s termination of employment from the Company prior to Vesting other
than on account of (i) Retirement, (ii) becoming Permanently Disabled, (iii) Good Reason or
(iv) a job elimination;




     (b) The termination of the Participant’s employment by the Company for Cause;



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     (c) The Participant engaging in a Competitive Activity during the one-year period
following his or her termination of employment;




     (d) Prior to both a Change in Control and the Participant’s Vesting, the termination of
the Plan;




     (e) Prior to both a Change in Control and the Participant’s Vesting, the date the
Company, in its sole discretion, voluntarily elects to terminate Participant’s participation
in the Plan; or




     (f) The death of the Participant.



     4.4 Rollout Event. A Rollout Event shall occur with respect to a Participant on the
latest of (i) the fifteenth (15th) anniversary of the Participant’s Commencement Date,
(ii) the Participant’s attainment of age sixty (60), or (iii) the Participant’s Retirement or
becoming Permanently Disabled. A Rollout Event shall also occur with respect to a Participant on
or as of a date following the Participant’s engaging in a Competitive Activity during the one-year
period following his or her termination of employment but before benefit payments under the Plan
have otherwise commenced. If a Rollout Event occurs, the Plan Administrator shall take such steps
as are appropriate to effect payment of benefits under the Plan as soon as administratively
practicable.



     4.5 Amount of Benefit.




     (a) The benefit to which a Participant shall be entitled under the Plan upon the
commencement of benefit payments pursuant to Section 4.7 below, shall be the value of
Participant’s Participant Interest, if any, as determined by the Plan Administrator as of
the Valuation Date immediately preceding or commensurate with the date benefits are actually
paid or deemed paid to the Participant. In the event the Participant’s Interest is paid in
installments, the value of each installment shall be determined under Section 4.6.




     (b) Notwithstanding any provision of this Plan to the contrary, a Participant will be
deemed to have no value in his or her Participant Interest, and no benefit shall be payable
to Participant or on Participant’s behalf pursuant to this Plan, at the occurrence of any
one of the following events:




     (1) Death of the Participant;




     (2) Termination of the Participant’s employment by the Company for Cause; or




     (3) Prior to the Participant’s Vesting in his or her Participant Interest,
voluntary termination of the Participant’s employment with the Company by the
Participant without Good Reason.



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     (c) As an addition to each benefit payment, the Company shall “gross up” each such
payment as provided in this Section 4.5(c), except a benefit payment to a Participant who is
determined by the Plan Administrator to have engaged in a Competitive Activity within the
one year period following termination of employment. Specifically, such gross up shall be
determined by the Plan Administrator based on a reasonable estimate of the approximate tax
savings to be realized by the Company on account of its being able to obtain a tax deduction
for the amount of the benefit payment and any gross up payment pursuant to this Section
4.5(c), taking into account a reasonable estimate of the Company’s combined federal, state
and local income tax bracket. It is intended that a tax deduction shall be taken into
account under the preceding sentence only to the extent that it is not offset by an income
item to the Company that is directly related to the payment of the benefit or any gross up.




     (d) Notwithstanding any provision of this Plan to the contrary, if at any time during
the one-year period following the Participant’s termination of employment, the Participant
engages in Competitive Activity, as determined in the discretion of the Plan Administrator,
the amount of the Participant’s Participant Interest shall be limited to the lesser of (i)
the value as of the Valuation Date commensurate with or immediately preceding the date as of
which the Plan Administrator has determined that the Participant first engaged in such
Competitive Activity (reduced appropriately for any benefit payments), or (ii) the value as
otherwise determined under Section 4.5(a) above.



     4.6 Form of Benefit.




     (a) A Participant may elect to provide payment instructions that provide for payment of
such Participant’s benefit, if any, in either (i) a single sum payment, or (ii)
substantially equal installments of principal payable over a period of not less than two (2)
or more than ten (10 years); provided, however, that, if such Participant elects the
installment method, the Participant shall elect to have installments paid either quarterly
(as of the last day of each calendar quarter), or annually (as of the last day of each
calendar year), and interest shall be paid with each installment payment with interest
credited at five percent (5%) simple annual interest on the undistributed portion of the
principal amount.




     (b) If the Participant elects to receive his or her Plan benefit in a single sum
payment, the Company may elect in its discretion to effect such payment either in cash or
through transfer of an interest in a Policy, with cash value related to such interest that
is equal to the single sum benefit payment.




     (c) Notwithstanding the above Participant elections, the Plan Administrator may at any
time, in its discretion, direct payment of a Participant’s benefit in a single sum payment
if — (i) such Participant’s Participant Interest is less than $10,000, or (ii) the Plan
Administrator determines that the Participant has engaged in Competitive Activity during the
one-year period following the Participant’s termination of employment.



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     4.7 Timing of Benefit — Payment Event.




     (a) Any benefit payments to a Participant shall generally commence as soon as
practicable following the occurrence of a Rollout Event. In the event a Participant
terminates employment for Good Reason or in the event of the Participant’s job elimination,
any benefit payments shall commence not later than as soon as practicable following the
later of (i) the fifteenth anniversary of the Participant’s Commencement Date, or (ii)
Participant’s attainment of age sixty (60). Any date as of which payment of a Participant’s
benefit is to commence under this subsection shall be referred to as a “Payment Event.”




     (b) Benefit payments to a Participant shall commence in accordance with written
instructions that such Participant has provided to the Plan Administrator with respect to
such payments, provided that such instructions must be consistent with the terms of the
Plan. Participants may provide such instructions at any time prior to a Payment Event, and
they may modify such instructions at any time prior to a Payment Event by providing new
instructions.




     (c) Upon the occurrence of a Payment Event, the Plan Administrator will follow the
Participant’s last instructions that were submitted at least six (6) months prior to such
Payment Event, and instructions submitted within such 6-month period shall be disregarded;
provided, however, that in the event a Participant’s first written instructions are
submitted within six (6) months of the Payment Event, distributions shall commence as soon
as practicable following the earlier of six (6) months following the Plan Administrator’s
receipt of such written instructions or twelve (12) months following the Payment Event.



     4.8 Timing of Benefit — Early Benefit.




     (a) Notwithstanding Section 4.7, a Participant may elect for benefit payments to
commence after the seventh (7th) anniversary of the Participant’s Commencement
Date and after the earlier of the following events have occurred — (i) the Participant’s
Retirement, or (ii) Participant’s attainment of age sixty (60). The benefit payments that
are triggered by an election under the preceding sentence are referred to as an “Early
Benefit”.




     (b) To obtain an Early Benefit, a Participant must notify the Plan Administrator of his
or her election of the Early Benefit at least two (2) years prior to the date the Early
Benefit would first commence, and the Participant can revoke such election at any time prior
to the date that is two (2) years prior to the date the Early Benefit would first commence
in accordance with such election.




     (c) Once a Participant has made an Early Benefit election, not later than six (6)
months prior to when payment would commence in accordance with such election the Participant
may provide in writing for deferrals of the commencement of the Early Benefit in two (2)
year increments, measured from the date the Early Benefit would first



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commence. In the event a Participant elects such deferral, the Participant may further
elect additional two (2) year deferrals provided each such additional deferral election is
provided in writing to the Plan Administrator at least six (6) months prior to the time of
payout under the existing Early Benefit deferral election. The Participant may revoke any
Early Benefit deferral election at any time prior to the date that is six (6) months prior
to the effective date of an Early Benefit deferral election.



     4.9 Loans on the Participant Interest. A Participant shall have no rights to borrow
against his or her Participant Interest.



Article V — Plan Administrator




     5.1 Members. The Plan Administrator shall be the Compensation Committee of the Board
or such other committee or an individual appointed by the Board to serve at its pleasure. Members
of any such committee shall not be required to be employees of the Company or Participants. Any
committee member may resign by giving notice, in writing, filed with the Company.



     5.2 Action. Action of the Plan Administrator may be taken with or without a meeting
of committee members; provided, however, that any action shall be taken only upon the vote or other
affirmative expression of a majority of the committee members qualified to vote with respect to
such action. If a member of the committee or the appointed individual is a Participant in the
Plan, he shall not participate in any decision that solely affects his or her own Participant
Interest. The Plan Administrator shall for purposes of administering the Plan choose a secretary
who shall keep minutes of the Plan Administrator’s proceedings and all records and documents
pertaining to the administration of this Plan. The secretary may execute any certificate or any
other written direction on behalf of the Plan Administrator.



     5.3 Right and Duties. The Plan Administrator shall administer and manage the Plan and
shall have all powers necessary to accomplish that purpose, including (but not limited to) the
following:




     (a) To construe, interpret, and administer this Plan;




     (b) To make allocations and determinations required by this Plan, and to maintain
records regarding Participants’ Participant Interests;




     (c) To compute and certify to the Company the amount and kinds of benefits payable to
Participants or their Beneficiaries, and to determine the time and manner in which such
benefits are to be paid;




     (d) To authorize all disbursements by the Company pursuant to this Plan;




     (e) To maintain (or cause to be maintained) all the necessary records of the
administration of this Plan;



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     (f) To make and publish such rules for the regulation of this Plan as are not
inconsistent with the terms hereof;




     (g) To delegate to other individuals or entities from time to time the performance of
any of its duties or responsibilities hereunder;




     (h) To establish or to change the investment funds or arrangements under Section 4.1(d)
of the Plan; and




     (i) To hire agents, accountants, actuaries, consultants and legal counsel to assist in
operating and administering the Plan.



     The Plan Administrator shall have the exclusive discretionary authority to construe and to
interpret the Plan, to decide all questions of eligibility for benefits and to determine the amount
and manner of payment of such benefits, and its decisions on such matters shall be final and
conclusive on all parties.



     5.4 Compensation, Indemnity and Liability. The Plan Administrator shall serve as such
without bond and without compensation for services hereunder. The Company shall pay all expenses
of the Plan and the Plan Administrator. If the Plan Administrator is a committee, no member of the
committee shall be liable for any act or omission of any other member of the committee, or for any
act or omission on his or her own part, excepting his or her own willful misconduct. The Company
shall indemnify and hold harmless the Plan Administrator and each member of the committee, if any,
against any and all expenses and liabilities, including reasonable legal fees and expenses, arising
out of his or her membership on the committee, excepting only expenses and liabilities arising out
of his or her own willful misconduct.



     5.5 Taxes. If the whole or any part of any Participant’s Participant Interest shall
become liable for the payment of any estate, inheritance, income, or other tax which the Company
shall be required to pay or withhold, the Company shall have the full power and authority to
withhold and pay such tax out of any monies or other property in its hand for the account of the
Participant whose interests hereunder are so liable. The Company shall provide the Participant
notice of such withholding. Prior to making any payment, the Company may require such releases or
other documents from any lawful taxing authority as it shall deem necessary.



Article VI — Claims Procedure




     6.1 Claims for Benefits. A Participant or his or her duly authorized representative
(the “claimant”) may make a claim for benefits under the Plan to the Plan Administrator. The claim
shall be reviewed, and the claimant shall be notified in writing of the Plan Administrator’s
decision within ninety (90) days following the date the Plan Administrator receives the claim. If
special circumstances are involved, this ninety (90) day period may be extended for up to an
additional ninety (90) days. If such an extension is necessary, the claimant shall receive written
notice of the extension before the end of the initial ninety (90) day period.



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     If the claim is denied, the notice shall explain the reason for the denial, quoting the
sections of the Program or other pertinent documents, if any, used to arrive at this decision;
provide a description of any additional material or information that would be helpful to the Plan
Administrator in further review of the claim and reasons why such material or information is
necessary; and provide an explanation of the claims review procedure.



     6.2 Appeals. If a claimant is not satisfied with the decision of the Plan
Administrator regarding the claim, the claimant may appeal the decision of the Plan Administrator
by filing a written request with the Plan Administrator. This written request must be filed with
the Plan Administrator within sixty (60) days following the date the claimant receives the written
decision of the Plan Administrator. The claimant may review any applicable documents and may also
submit points of disagreement or other comments in writing.



     Within sixty (60) days of the date of the receipt of the request for review by the Plan
Administrator, the claimant shall receive written notice of the Plan Administrator’s final
decision. However, if a hearing is held or there are other special circumstances involved, the
decision shall be given no later than one hundred and twenty (120) days following the date the Plan
Administrator receives the appeal. If such an extension of time is necessary, the claimant shall
receive written notice of the extension before it begins.



     The Plan Administrator shall interpret this Article VI such that the claims procedures
applicable under the Program conform to the claims review requirements of Part 5, Title I of ERISA.



Article VII — Amendment And Termination




     7.1 Amendments. The Board shall have the right in its sole discretion to amend this
Plan in whole or in part at any time; provided, however, that no such amendment shall reduce the
amounts credited at that time to any Participant’s Participant Interest, no such amendment after a
Change in Control has occurred shall change the definition of “Change in Control” or “Good Reason,”
or otherwise adversely affect the rights of a Participant without the consent of the Participant,
and no such amendment after a Participant’s Vesting shall adversely affect the rights of such
Participant without the written consent of the Participant. Any amendment shall be in writing and
executed by a duly authorized officer of the Company. All Participants shall be bound by such
amendment.



     7.2 Termination. The Company expects to continue this Plan, but does not obligate
itself to do so. The Company reserves the right to discontinue and terminate the Plan at any time,
in whole or in part, for any reason (including a change, or an impending change, in the tax laws of
the United States or any State). If the Plan is terminated, the Plan Administrator shall be
notified of such action in a writing executed by a duly authorized officer of the Company, and the
Plan shall be terminated at the time therein set forth. Termination of the Plan shall be binding
on all Participants, but in no event may such termination reduce the amounts credited at that time
to any Participant’s Participant Interest. If this Plan is terminated, amounts theretofore
credited to Participants’ Participant Interests shall either be paid in a lump sum immediately, or



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distributed in some other manner consistent with this Plan, as determined by the Plan Administrator
in its sole discretion. Notwithstanding the preceding provisions of this Section 7.2, in the event
of a Change in Control and following a Participant’s Vesting, the Company shall not be able to
reduce a Participants rights pursuant to this Section 7.2 to an extent that exceeds its ability to
reduce the Participant’s rights under Section 7.1.



Article VIII — Miscellaneous




     8.1 Limitation on Participant’s Rights. Participation in this Plan shall not give any
Participant the right to be retained in the Company’s employ or any right or interest in this Plan
or any assets of the Company other than as herein provided. The Company reserves the right to
terminate the employment of any Participant without any liability for any claim against the Company
under this Plan, except to the extent provided herein.



     8.2 Benefits Unfunded. The benefits provided by this Plan shall be unfunded. All
amounts payable under this Plan to Participants shall be paid from the general assets of the
Company, and nothing contained in this Plan shall require the Company to set aside or hold in trust
any amounts or assets for the purpose of paying benefits to Participants. This Plan shall create
only a contractual obligation on the part of the Company, and Participants shall have the status of
general unsecured creditors of the Company under the Plan with respect to any obligation of the
Company to pay benefits pursuant hereto. Any funds of the Company available to pay benefits
pursuant to the Plan shall be subject to the claims of general creditors of the Company, and may be
used for any purpose by the Company.



     Notwithstanding the preceding paragraph, the Company may at any time transfer assets to a
trust for purposes of paying all or any part of its obligations under this Plan. However, to the
extent provided in the trust only, such transferred amounts shall remain subject to the claims of
general creditors of the Company only in accordance with the terms of such trust. To the extent
that assets are held in the trust when a Participant’s benefits under the Plan become payable, the
Plan Administrator shall direct the trustee to make trust assets available to pay such benefits to
the Participant. Any payments made to a Participant from such trust shall relieve the Company from
any further obligations under the Plan only to the extent of such payment.



     8.3 Other Plans. This Plan shall not affect the right of any eligible Executive
Officer or Participant to participate in and receive benefits under and in accordance with the
provisions of any other employee benefit plans which are now or hereafter maintained by the
Company, unless the terms of another employee benefit plan or plans specifically provide otherwise;
provided, however, that in the event any eligible Executive Officer or Participant asserts a right
or is otherwise granted a right to payment under any other employee benefit plan of the Company,
which payment the Plan Administrator determines to be otherwise payable under this Plan, then the
Plan Administrator may withhold payment to the Executive Officer or Participant under this Plan to
the extent the Plan Administrator deems appropriate.



     8.4 Receipt or Release. Any payment to a Participant in accordance with the
provisions of this Plan shall, to the extent thereof, be in full satisfaction of all claims against
the



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Plan Administrator and the Company, and the Plan Administrator may require such Participant, as a
condition precedent to such payment, to execute a receipt and release to such effect.



     8.5 Governing Law. This Plan shall be construed, administered, and governed in all
respects in accordance with applicable federal law and, to the extent not preempted by federal law,
in accordance with the laws of the State of Florida. If any provisions of this instrument shall be
held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions
hereof shall continue to be fully effective.



     8.6 Gender, Tense, and Headings. In this Plan, whenever the context so indicates, the
singular or plural number and the masculine, feminine, or neuter gender shall be deemed to include
the other. Headings and subheadings in this Plan are inserted for convenience of reference only
and are not considered in the construction of the provisions hereof.



     8.7 Successors and Assigns; Nonalienation of Benefits. This Plan shall inure to the
benefit of and be binding upon the parties hereto and their successors and assigns; provided,
however, that the amounts credited to the Participant’s Participant Interest shall not (except as
provided in Section 4.5) be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either
voluntary or involuntary, and any attempt to anticipate, alienate, sell, transfer, assign, pledge,
encumber, charge or otherwise dispose of any right to any benefits payable hereunder, including,
without limitation, any assignment or alienation in connection with a separation, divorce, child
support or similar arrangement, shall be null and void and not binding on the Plan or the Company.



     8.8 Participating Employers. With the consent of the Company, any member of the
Company’s Controlled Group may become a participating employer under this Plan and may adopt the
Plan for the benefit of Plan Participants who are employed by such participating employer. As used
in this Section, the term “Controlled Group” shall mean any entity that is required to be
aggregated with the Company pursuant to Code Section 414(b) or (c). An entity shall only be part
of the Controlled Group for that period of time in which the entity satisfies the requirements of
the previous sentence.



     IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its duly authorized
officers to be effective as of the date first set forth above.



	 	 	 	 	 
	 	LENDER PROCESSING SERVICES, INC.

 	 
	 	By:  	/s/
M. P. Oates	 
	 	 	Name:  	M. P. Oates	 
	 	 	Title:  	Senior Vice President, Human Resources	 
	 




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