brownempagreexhibit1048f







1         Exhibit 10.48   EMPLOYMENT AGREEMENT      THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective as of February 1,   2016 (the "Effective Date"), by and between FIDELITY NATIONAL INFORMATION   SERVICES, INC., a Georgia corporation (the "Company"), and Marianne Brown (the   "Employee").  In consideration of the mutual covenants and agreements set forth herein, the   parties agree as follows:   1. Purpose.  The purpose of this Agreement is to recognize Employee's significant   contributions to the overall financial performance and success of Company, to protect   Company's business interests through the addition of restrictive covenants, and to provide a   single, integrated document which shall provide the basis for Employee's continued employment   by Company.      2. Employment and Duties.  Subject to the terms and conditions of this Agreement,   Company employs Employee to serve as Corporate Executive Vice President and Chief   Operating Officer of the Wholesale and Institutional Banking segment, or in such other capacity   as may be mutually agreed by the parties. Employee accepts such employment and agrees to   undertake and discharge the duties, functions and responsibilities commensurate with the   aforesaid position. Employee shall devote substantially all business time, attention and effort to   the performance of duties hereunder and shall not engage in any business, profession or   occupation, for compensation or otherwise without the express written consent of the Company,   other than personal, personal investment, charitable, or civic activities or other matters that do   not conflict unreasonably with Employee's duties.  Employee’s office location shall be in New   York but Employee will be expected to travel to the Company’s other locations as necessary.   3. Term.  The term of this Agreement shall commence on the Effective Date and   shall continue for a period of three (3) years ending on the third anniversary of the Effective Date   or, if later, ending on the last day of any extension made pursuant to the next sentence, subject to   prior termination as set forth in Section 8 (such term, including any extensions pursuant to the   next sentence, the "Employment Term"). The Employment Term shall be extended automatically   for one (1) additional year on the second anniversary of the Effective Date and for an additional   year each anniversary thereafter unless and until either party gives written notice to the other not   to extend the Employment Term before such extension would be effectuated.   4. Salary.  During the Employment Term, Company shall pay Employee an annual   base salary, before deducting all applicable withholdings, of $700,000 per year, payable at the   time and in the manner dictated by Company's standard payroll policies.  Such minimum annual   base salary may be periodically reviewed and increased (but not decreased without Employee's   express written consent except in the case of a salary decrease for all executive officers of the   Company) at the discretion of the Company (such annual base salary, including any increases,   the "Annual Base Salary").   5. Other Compensation and Fringe Benefits.  In addition to any executive bonus,   pension, deferred compensation and long-term incentive plans which Company or an affiliate of     





 







2         Company may from time to time make available to Employee, Employee shall be entitled to the   following during the Employment Term:    (a) an annual incentive bonus opportunity under Company's annual officer incentive   plan for each calendar year included in the Employment Term, with such   opportunity to be earned based upon attainment of performance objectives   established by the Company ("Annual Bonus"). Employee's target Annual Bonus   shall be no less than 150% of Employee's then current Annual Base Salary, with a   maximum of up to 2 times target (collectively, the target and maximum Annual   Bonus are referred to as the "Annual Bonus Opportunity"). Employee's Annual   Bonus Opportunity may be periodically reviewed and increased by the Company,   but may not be decreased without Employee's express written consent.    Employee’s Annual Bonus is subject to the Company’s clawback policy, pursuant   to which the Company may recoup all or a portion of any bonus paid if, after   payment, there is a finding of fraud, a restatement of financial results, or errors or   omissions discovered that call into question the business results on which the   bonus was based.  If owed pursuant to the terms of the plan, the Annual Bonus   shall be paid no later than the March 15th first following the calendar year to   which the Annual Bonus relates. Unless provided otherwise herein or the   Compensation Committee of the Company’s Board of Directors determines   otherwise, no Annual Bonus shall be paid to Employee unless Employee is   employed by Company, or an affiliate thereof, on the last day of the measurement   period;    (b) eligibility to participate in Company's equity incentive plans; and   (c) all other benefits and incentive opportunities made available to similarly situated   executives.   6. Compensation Policies.  Company has adopted certain compensation related   policies and stock ownership guidelines that apply to Employee.  Employee acknowledges that,   as a corporate officer, she is encouraged to maintain, within a reasonable period of time, an   ownership level in Company stock of at least two (2) times her annual base salary and that   following the vesting of any restricted shares granted to her, Employee must hold 50% of those   shares for at least six (6) months.  Employee further represents that she has read and understands   the Company’s policies regarding insider trading and prohibiting the hedging and pledging of   Company stock.   7. Vacation.  For and during each calendar year within the Employment Term,   Employee shall be entitled to four weeks of paid vacation annually plus recognized Company   holidays.   8. Expense Reimbursement.  In addition to the compensation and benefits provided   herein, Company shall, upon receipt of appropriate documentation, reimburse Employee each   month for reasonable travel, lodging, entertainment, promotion and other ordinary and necessary   business expenses incurred during the Employment Term to the extent such reimbursement is   permitted under Company's expense reimbursement policy.     





 







3         9. Termination of Employment.  Company or Employee may terminate Employee's   employment at any time and for any reason in accordance with Subsection (a) below. The   Employment Term shall be deemed to have ended on the last day of Employee's employment.    The Employment Term shall terminate automatically upon Employee's death.   (a) Notice of Termination.  Any purported termination of Employee's employment   (other than by reason of death) shall be communicated by written Notice of   Termination (as defined herein) from one party to the other in accordance with the   notice provisions contained in this Agreement. For purposes of this Agreement, a   "Notice of Termination" shall mean a notice that indicates the "Date of   Termination" and, with respect to a termination due to "Cause", "Disability" or   "Good Reason", sets forth in reasonable detail the facts and circumstances that are   alleged to provide a basis for such termination. A Notice of Termination from   Company shall specify whether the termination is with or without Cause or due to   Employee's Disability. A Notice of Termination from Employee shall specify   whether the termination is with or without Good Reason.    (b) Date of Termination.  For purposes of this Agreement, "Date of Termination"   shall mean the date specified in the Notice of Termination (but in no event shall   such date be earlier than the thirtieth (30th) day following the date the Notice of   Termination is given) or the date of Employee's death.  If the Company disagrees   with an Employee’s designated Date of Termination, the Company shall have the   right to set an alternative earlier final Date of Termination, which, in and of itself,   shall not change the characterization of the termination (e.g., from an Employee   Termination Without Good Reason to a Company Termination Without Cause).      (c) No Waiver.  The failure to set forth any fact or circumstance in a Notice of   Termination, which fact or circumstance was not known to the party giving the   Notice of Termination when the notice was given, shall not constitute a waiver of   the right to assert such fact or circumstance in an attempt to enforce any right   under or provision of this Agreement.   (d) Cause.  For purposes of this Agreement, a termination for "Cause" means a   termination by Company based upon Employee's: (i) persistent knowing failure to   perform duties consistent with a commercially reasonable standard of care (other   than due to a physical or mental impairment or due to an action or inaction   directed by Company that would otherwise constitute Good Reason); (ii) willful   neglect of duties (other than due to a physical or mental impairment or due to an   action or inaction directed by Company that would otherwise constitute Good   Reason); (iii) conviction of, or pleading nolo contendere to, criminal activities   involving dishonesty or moral turpitude; (iv) material breach of this Agreement;   (v) material breach of the Company's business policies, accounting practices or   standards of ethics; or (vi) intentional failure to materially cooperate with or   impeding an investigation authorized by the Board; provided, however, that no   such event described in subsections (i), (ii), (iv), (v), or (vi) above shall constitute   Cause unless: (1) Employer gives Notice of Termination to Employee specifying   the condition or event relied upon for such termination within ninety (90) days of     





 







4         the initial existence of such event and (2) Employee fails to cure the condition or   event constituting Cause within thirty (30) days following receipt of Employer's   Notice of Termination..   (e) Disability.  For purposes of this Agreement, a termination based upon "Disability"   means a termination by Company based upon Employee's entitlement to long-   term disability benefits under Company's long-term disability plan or policy, as   the case may be, as in effect on the Date of Termination.   (f) Good Reason.  For purposes of this Agreement, a termination for "Good Reason"   means a termination by Employee based upon the occurrence (without   Employee's express written consent) of any of the following:   (i) a material change in the geographic location of Employee's principal   working location (New York, NY) of more than thirty-five (35) miles;   (ii) a material diminution in Employee's Annual Base Salary or Annual Bonus   Opportunity or a material reduction in Employee’s duties, responsibilities,   or authority as they exist on the effective date of this agreement;    (iii) a demotion in Employee’s title to any level below Corporate Executive   Vice President; or,   (iv) a material breach by Company of any of its obligations under this   Agreement.   (v) the Employer gives notice to the Employee not to extend the Employment   Term, as provided in Section 3 hereof.   Notwithstanding the foregoing, Employee being placed on a paid leave for up to sixty (60) days   pending a determination of whether there is a basis to terminate Employee for Cause shall not   constitute Good Reason. Employee's continued employment shall not constitute consent to, or a   waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder;   provided, however, that no such event described above shall constitute Good Reason unless: (1)   Employee gives Notice of Termination to Company specifying the condition or event relied upon   for such termination within ninety (90) days of the initial existence of such event and (2)   Company fails to cure the condition or event constituting Good Reason within thirty (30) days   following receipt of Employee's Notice of Termination.   10. Obligations of Company Upon Termination.   (a) Termination by Company for a Reason Other than Cause, Death or Disability and   Termination by Employee for Good Reason.  If Employee's employment is   terminated during the Employment Term by: (1) Company for any reason other   than Cause, Death or Disability; or (2) Employee for Good Reason - both of   which will be considered involuntary terminations:      





 







5         (i) Company shall pay Employee the following (collectively, the "Accrued   Obligations"): (A) within five (5) business days after the Date of   Termination, any earned but unpaid Annual Base Salary; (B) within a   reasonable time following submission of all applicable documentation,   any expense reimbursement payments owed to Employee for expenses   incurred prior to the Date of Termination; (C) any accrued but unused   vacation pay; and (D) no later than March 15th of the year in which the   Date of Termination occurs, any earned but unpaid Annual Bonus   payments relating to the prior calendar year;   (ii) Company shall pay Employee no later than March 15th of the calendar   year following the year in which the Date of Termination occurs, a   prorated Annual Bonus based upon the actual Annual Bonus that would   have been earned by Employee for the year in which the Date of   Termination occurs, ignoring any requirement under the Annual Bonus   Plan that Employee must be employed on the payment date (using   Employee's Annual Bonus Opportunity for the prior year if no Annual   Bonus Opportunity has been approved for the year in which the Date of   Termination occurs), multiplied by the percentage of the calendar year   completed before the Date of Termination;    (iii) Subject to Section 26(b) hereof, the Company shall pay Employee as soon   as practicable, but not later than the sixty-fifth (65th) day after the Date of   Termination, a lump-sum payment equal to 200% of the sum of: (A)   Employee's Annual Base Salary in effect immediately prior to the Date of   Termination (disregarding any reduction in Annual Base Salary to which   Employee did not expressly consent in writing); and (B) the target Annual   Bonus in the year in which the Date of Termination occurs;    (iv) All stock option, restricted stock and other equity-based incentive awards   granted by Company that were outstanding but not vested as of the Date of   Termination shall become immediately vested and/or payable, as the case   may be; and,   (v) As long as Employee pays the full monthly premiums for COBRA   coverage, Company shall provide Employee and, as applicable,   Employee's eligible dependents with continued medical and dental   coverage, on the same basis as provided to Company's active executives   and their dependents until the earlier of: (i) 36 months after the Date of   Termination; or (ii) the date Employee is first eligible for medical and   dental coverage (without pre-existing condition limitations) with a   subsequent employer.  In addition, as soon as practicable, but not later   than the sixty-fifth (65th) day after the Date of Termination, Company   shall pay Employee a lump sum cash payment equal to thirty-six monthly   medical and dental COBRA premiums based on the level of coverage in   effect for the Employee (e.g., employee only or family coverage) on the   Date of Termination.       





 







6         (b) Termination by Company for Cause and by Employee without Good Reason.  If   Employee's employment is terminated during the Employment Term by Company   for Cause or by Employee without Good Reason, Company's only obligation   under this Agreement shall be payment of any Accrued Obligations.   (c) Termination due to Death or Disability.  If Employee's employment is terminated   during the Employment Term due to death or Disability, Company shall pay   Employee (or to Employee's estate or personal representative in the case of   death), as soon as practicable, but not later than the sixty-fifth (65th) day after the   Date of Termination: (i) any Accrued Obligations; plus (ii) a prorated Annual   Bonus based upon the target Annual Bonus Opportunity in the year in which the   Date of Termination occurred (or the prior year if no target Annual Bonus   Opportunity has yet been determined) multiplied by the percentage of the   calendar year completed before the Date of Termination; plus (iii) the unpaid   portion of the Annual Base Salary that would have been paid through the   remainder of the Employment Term but for the termination due to Disability; plus   (iv) vesting and/or payment of all equity-based incentive awards as provided in   Section 10(a)(iv); provided that the amount Annual Base Salary due Employee   following a termination for Disability shall be reduced by the benefit due her for   the remainder of the Employment Term under any supplemental disability   insurance policy provided under Section 5(c) of this Agreement at the Company’s   expense.      11. Non-Delegation of Employee's Rights.  The obligations, rights and benefits of   Employee hereunder are personal and may not be delegated, assigned or transferred in any manner   whatsoever, nor are such obligations, rights or benefits subject to involuntary alienation, assignment   or transfer.   12. Confidential Information.  Employee will occupy a position of trust and   confidence and will have access to and learn substantial information about Company and its   affiliates and their operations that is confidential or not generally known in the industry including,   without limitation, information that relates to purchasing, sales, customers, marketing, and the   financial positions and financing arrangements of Company and its affiliates. Employee agrees that   all such information is proprietary or confidential, or constitutes trade secrets and is the sole   property of Company and/or its affiliates, as the case may be. Employee will keep confidential and,   outside the scope of Employee's duties and responsibilities with Company and its affiliates, will not   reproduce, copy or disclose to any other person or firm, any such information or any documents or   information relating to Company's or its affiliates' methods, processes, customers, accounts,   analyses, systems, charts, programs, procedures, correspondence or records, or any other documents   used or owned by Company or any of its affiliates, nor will Employee advise, discuss with or in any   way assist any other person, firm or entity in obtaining or learning about any of the items described   in this section. Accordingly, during the Employment Term and at all times thereafter Employee will   not disclose, or permit or encourage anyone else to disclose, any such information, nor will   Employee utilize any such information, either alone or with others, outside the scope of Employee's   duties and responsibilities with Company and its affiliates.     





 







7         13. Non-Competition.     (a) During Employment Term. During the Employment Term Employee will devote   such business time, attention and energies reasonably necessary to the diligent and   faithful performance of the services to Company and its affiliates, and will not   engage in any way whatsoever, directly or indirectly, in any business that is a   direct competitor with Company's or its affiliates' principal business, nor solicit   customers, suppliers or employees of Company or affiliates on behalf of, or in any   other manner work for or assist any business which is a direct competitor with   Company's or its affiliates' principal business. In addition, during the Employment   Term, Employee will undertake no planning for or organization of any business   activity competitive with the work performed as an employee of Company, and   Employee will not combine or conspire with any other employee of Company or   any other person for the purpose of organizing any such competitive business   activity.   (b) After Employment Term.  The parties acknowledge that Employee will acquire   substantial knowledge and information concerning the business of Company and   its affiliates as a result of employment. The parties further acknowledge that the   scope of business in which Company and its affiliates are engaged as of the   Effective Date is international and very competitive and one in which few   companies can successfully compete.  Competition by Employee in that business   after the Employment Term would severely injure Company and its affiliates.   Accordingly, for a period of one (1) year after Employee's employment terminates   for any reason whatsoever, Employee agrees: (1) not to become an employee,   consultant, advisor, principal, partner or substantial shareholder of any firm or   business that directly competes with Company or its affiliates in their principal   products and markets; and (2), on behalf of any such competitive firm or business,   not to solicit any person or business that was at the time of such termination and   remains a customer or prospective customer, a supplier or prospective supplier, or   an employee of Company or an affiliate.     14. Return of Company Documents.  Upon termination of the Employment Term,   Employee shall return immediately to Company all records and documents of or pertaining to   Company or its affiliates and shall not make or retain any copy or extract of any such record or   document, or any other property of Company or its affiliates.   15. Improvements and Inventions.  Any and all improvements or inventions that   Employee may make or participate in during the Employment Term, unless wholly unrelated to   the business of Company and its affiliates and not produced within the scope of Employee's   employment hereunder, shall be the sole and exclusive property of Company. Employee shall,   whenever requested by Company, execute and deliver any and all documents that Company   deems appropriate in order to apply for and obtain patents or copyrights in improvements or   inventions or in order to assign and/or convey to Company the sole and exclusive right, title and   interest in and to such improvements, inventions, patents, copyrights or applications.     





 







8         16. Actions and Survival.  The parties agree and acknowledge that the rights   conveyed by this Agreement are of a unique and special nature and that Company will not have   an adequate remedy at law in the event of a failure by Employee to abide by its terms and   conditions, nor will money damages adequately compensate for such injury. Therefore, in the   event of a breach of this Agreement by Employee, Company shall have the right, among other   rights, to damages sustained thereby and to obtain an injunction or decree of specific   performance from a court of competent jurisdiction to restrain or compel Employee to perform as   agreed herein. Notwithstanding any termination of this Agreement or Employee's employment,   Section 10 shall remain in effect until all obligations and benefits resulting from a termination of   Employee’s employment during the Employment Term are satisfied. In addition, Sections 11   through 27 shall survive the termination of this Agreement or Employee’s employment and shall   remain in effect for the periods specified therein or, if no period is specified, until all obligations   thereunder have been satisfied. Nothing in this Agreement shall in any way limit or exclude any   other right granted by law or equity to Company.   17. Release.  Notwithstanding any provision herein to the contrary, Company may   require that, prior to payment, distribution or other benefit under this Agreement (other than due   to Employee's death), Employee shall have executed a complete release of Company and its   affiliates and related parties in such form as is reasonably required by Company, and any waiting   periods contained in such release shall have expired. With respect to any release required to   receive payments, distributions or other benefits owed pursuant to this Agreement, Company   must provide Employee with the form of release no later than seven (7) days after the Date of   Termination and the release must be signed by Employee and returned to Company, unchanged,   effective and irrevocable, no later than sixty (60) days after the Date of Termination.   18. No Mitigation.  Company agrees that, if Employee's employment hereunder is   terminated during the Employment Term, Employee is not required to seek other employment or   to attempt in any way to reduce any amounts payable to Employee by Company hereunder.    Further, the amount of any payment or benefit provided for hereunder shall not be reduced by   any compensation earned by Employee as the result of employment by another employer, by   retirement benefits or otherwise.   19. Entire Agreement and Amendment.  This Agreement embodies the entire   agreement and understanding of the parties hereto in respect of the subject matter of this   Agreement, and supersedes and replaces all prior agreements, understandings and commitments   with respect to such subject matter, including the Employment Agreement between Employee   and SunGard dated February 24, 2014. This Agreement may be amended only by a written   document signed by both parties to this Agreement.   20. Governing Law.  This Agreement shall be governed by, and construed in   accordance with, the laws of the State of Florida, excluding any conflicts or choice of law rule or   principle that might otherwise refer construction or interpretation of this Agreement to the   substantive law of another jurisdiction. Any litigation pertaining to this Agreement shall be   adjudicated in courts located in Duval County, Florida.   21. Successors.  This Agreement may not be assigned by Employee. In addition to   any obligations imposed by law upon any successor to Company, Company will require any     





 







9         successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or   substantially all of the stock, business and/or assets of Company, to expressly assume and agree   to perform this Agreement in the same manner and to the same extent that Company would be   required to perform it if no such succession had taken place.  Failure of Company to obtain such   assumption by a successor shall be a material breach of this Agreement. Employee agrees and   consents to any such assumption by a successor of Company, as well as any assignment of this   Agreement by Company for that purpose. As used in this Agreement, "Company" shall mean   Company as herein before defined as well as any such successor that expressly assumes this   Agreement or otherwise becomes bound by all of its terms and provisions by operation of law.   This Agreement shall be binding upon and inure to the benefit of the parties and their permitted   successors or assigns.   22. Counterparts.  This Agreement may be executed in counterparts, each of which   shall be deemed an original, but all of which together shall constitute one and the same   instrument.   23. Severability.  If any section, subsection or provision hereof is found for any   reason whatsoever to be invalid or inoperative, that section, subsection or provision shall be deemed   severable and shall not affect the force and validity of any other provision of this Agreement.  If any   covenant herein is determined by a court to be overly broad thereby making the covenant   unenforceable, the parties agree and it is their desire that such court shall substitute a reasonable   judicially enforceable limitation in place of the offensive part of the covenant and that as so   modified the covenant shall be as fully enforceable as if set forth herein by the parties themselves in   the modified form.  The covenants of Employee in this Agreement shall each be construed as an   agreement independent of any other provision in this Agreement, and the existence of any claim or   cause of action of Employee against Company, whether predicated on this Agreement or otherwise,   shall not constitute a defense to the enforcement by Company of the covenants in this Agreement.   24. Notices.  Any notice, request, or instruction to be given hereunder shall be in   writing and shall be deemed given when personally delivered or three (3) days after being sent   by United States Certified Mail, postage prepaid, with Return Receipt Requested, to the parties at   their respective addresses set forth below:    To Company:     Fidelity National Information Services, Inc.     601 Riverside Avenue     Jacksonville, FL 32204     Attention: General Counsel       To Employee:        Marianne Brown     120 Woodridge Road   Mt. Kisco, NY 10549             





 







10            25. Waiver of Breach.  The waiver by any party of any provisions of this Agreement   shall not operate or be construed as a waiver of any prior or subsequent breach by the other   party.   26. Tax.   (a) Withholding.  Company or an affiliate may deduct from all compensation and   benefits payable under this Agreement any taxes or withholdings Company is   required to deduct pursuant to state, federal or local laws.   (b) Section 409A.  This Agreement and any payment, distribution or other benefit   hereunder shall comply with the requirements of Section 409A of the Code, as   well as any related regulations or other guidance promulgated by the U.S.   Department of the Treasury or the Internal Revenue Service ("Section 409A"), to   the extent applicable. To the extent Employee is a "specified employee" under   Section 409A, no payment, distribution or other benefit described in this   Agreement constituting a distribution of deferred compensation (within the   meaning of Treasury Regulation Section 1.409A-1(b)) to be paid during the six-   month period following a separation from service (within the meaning of   Treasury Regulation Section 1.409A-1(h)) will be made during such six-month   period. Instead, any such deferred compensation shall be paid on the first business   day following the six-month anniversary of the separation from service. In no   event may Employee, directly or indirectly, designate the calendar year of a   payment. Any provision that would cause this Agreement or a payment,   distribution or other benefit hereunder to fail to satisfy the requirements of   Section 409A shall have no force or effect and, to the extent an amendment would   be effective for purposes of Section 409A, the parties agree that this Agreement   shall be amended to comply with Section 409A. Such amendment shall be   retroactive to the extent permitted by Section 409A. For purposes of this   Agreement, Employee shall not be deemed to have terminated employment unless   and until a separation from service (within the meaning of Treasury Regulation   Section 1.409A-1(h)) has occurred. All reimbursements and in-kind benefits   provided under this Agreement shall be made or provided in accordance with the   requirements of Section 409A, including, where applicable, the requirement that   (i) any reimbursement shall be for expenses incurred during the time period   specified in this Agreement, (ii) the amount of expenses eligible for   reimbursement, or in-kind benefits provided, during a calendar year may not   affect the expenses eligible for reimbursement, or in-kind benefits to be provided,   in any other calendar year, (iii) the reimbursement of an eligible expense will be   made not later than the last day of the Employee's taxable year following the   taxable year in which such expense was incurred, and (iv) the right to   reimbursement or in-kind benefits is not subject to liquidation or exchange for   another benefit.   Excise Taxes. If any payments or benefits paid or provided or to be paid or   provided to Employee or for Employee’s benefit pursuant to the terms of this     





 







11         Agreement or otherwise in connection with, or arising out of, employment with   Company or its subsidiaries or the termination thereof (a "Payment" and,   collectively, the "Payments") would be subject to the excise tax imposed by   Section 4999 of the Code (the "Excise Tax"), then Employee may elect for such   Payments to be reduced to one dollar less than the amount that would constitute a   "parachute payment" under Section 280G of the Code (the "Scaled Back   Amount"). Any such election must be in writing and delivered to Company within   thirty (30) days after the Date of Termination.  If Employee does not elect to have   Payments reduced to the Scaled Back Amount, Employee shall be responsible for   payment of any Excise Tax resulting from the Payments and Employee shall not   be entitled to a gross-up payment under this Agreement or any other for such   Excise Tax. If the Payments are to be reduced, they shall be reduced in the   following order of priority: (i) first from cash compensation, (ii) next from equity   compensation, then (iii) pro-rated among all remaining payments and benefits. To   the extent there is a question as to which Payments within any of the foregoing   categories are to be reduced first, the Payments that will produce the greatest   present value reduction in the Payments with the least reduction in economic   value provided to Employee shall be reduced first.   IN WITNESS WHEREOF the parties have executed this Agreement to be effective as of   the date first set forth above.       FIDELITY NATIONAL INFORMATION   SERVICES, INC.         By:  ___________//S//_______________   Its:  Chief Administrative Officer           MARIANNE BROWN      ________________//S//______________