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Termination from the Chief Executive Officer of the Company (or if the Participant is the ChiefExecutive Officer, the Chairman of the Compensation and Human Resources Committee of the Board ofDirectors), 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 theCompany, finding that in the good faith opinion of the Chief Executive Officer, or, in the case ofan 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 ofthe following events during the period in which the Plan remains in effect:     (a) Voting Stock Accumulations. The accumulation by any Person of BeneficialOwnership of twenty percent (20%) or more of the combined voting power of the Company’sVoting Stock; provided that for purposes of this paragraph (a), a Change in Controlwill not be deemed to have occurred if the accumulation of twenty percent (20%) or more ofthe 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 Companyor any Subsidiary, or (iv) by any Person pursuant to a Business Combination that complieswith 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 Personswho were the beneficial owners of Voting Stock of the Company immediately prior to thatBusiness Combination beneficially own, directly or indirectly, more than sixty-six andtwo-thirds percent (66 2/3%) of the then outstanding shares of common stock and the combinedvoting power of the then outstanding voting securities entitled to vote generally in theelection of directors of the entity resulting from that Business Combination (including anentity that as a result of that transaction owns the Company or all or substantially all ofthe Company’s assets either directly or through one or more subsidiaries) in substantiallythe same proportions relative to each other as their ownership, immediately prior to thatBusiness Combination, of the Voting Stock of the Company, (ii) no Person (other than theCompany, 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 ofcommon stock of the entity resulting from that Business Combination or the combined votingpower of the then outstanding voting securities entitled to vote generally in the electionof directors of that entity, and (iii) at least a majority of the members of the Board ofDirectors of the entity resulting from that Business Combination were members of theIncumbent Board at the time of the action of the board providing for that BusinessCombination;     (c) Sale of Assets. A sale or other disposition of all or substantially all ofthe assets of the Company; or
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     (d) Liquidations or Dissolutions. Approval by the shareholders of the Companyof a complete liquidation or dissolution of the Company, except pursuant to a BusinessCombination that complies with all of the provisions of clauses (i), (ii) and (iii) ofparagraph (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-3promulgated 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 orindirectly beneficially owns eighty percent (80%) or more of the outstanding Voting Stock.     “Exchange Act” means the Securities Exchange Act of 1934, including amendments, orsuccessor statutes of similar intent.     “Incumbent Board” means a Board of Directors at least a majority of whom consist ofindividuals who either are (a) members of the Company’s Board of Directors as of the dayafter the spinoff of the Company from Fidelity National Information Services, Inc. becameeffective, or (b) members who became members of the Company’s Board of Directors subsequentto such date whose election, or nomination for election by the Company’s shareholders, wasapproved by a vote of at least two-thirds (2/3) of the directors then comprising theIncumbent Board (either by a specific vote or by approval of the proxy statement of theCompany in which that person is named as a nominee for director, without objection to thatnomination), but excluding, for that purpose, any individual whose initial assumption ofoffice occurs as a result of an actual or threatened election contest (within the meaning ofRule 14a-11 of the Exchange Act) with respect to the election or removal of directors orother actual or threatened solicitation of proxies or consents by or on behalf of a Personother 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 votegenerally in the election of members of that entity’s Board of Directors.     **2.4****Commencement Date.** “Commencement Date” with respect to each Participant shallmean 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 toengage in “Competitive Activity” if he or she:
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     (a) directly or indirectly owns, operates, controls, participates in, performs servicesfor, or otherwise carries on, a business substantially similar to or competitive with thebusiness 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 anylocation in the United States or Canada); provided that nothing set forth in thisparagraph (a) will prohibit a Participant from owning not in excess of 5% of any class ofcapital stock of any corporation if such stock is publicly traded and listed on any nationalor regional stock exchange or on the Nasdaq Stock Market;     (b) directly or indirectly attempts to persuade any employee or customer of the Companyor any Subsidiary to terminate such employment or business relationship in order to enterinto any such relationship on behalf of the Participant or any third party in competitionwith the business conducted by the Company or any Subsidiary; or     (c) directly or indirectly engages in any activity that is harmful to the interests ofthe Company or any Subsidiary, as determined by the Compensation and Human ResourcesCommittee in its sole discretion, including the disclosure or misuse of any confidentialinformation 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, asamended.     **2.8****Executive Officer****.**“Executive Officer” shall mean an officer of the Company whothe Plan Administrator determines, in an exercise of the Plan Administrator’s discretion, to be anexecutive 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 theParticipant’s employment within the period of time beginning six (6) months prior to a Change inControl 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’sposition and status with the Company as they existed immediately prior to the Change inControl, or a substantial change in the Participant’s title, offices or authority, or in thenature of the Participant’s responsibilities, as they existed immediately prior to theChange in Control, except in connection with the termination of the Participant’s employmentby the Company for Cause, by the Participant other than for Good Reason or as a result ofdeath;     (b) A reduction by the Company in the Participant’s base salary as in effect on theCommencement 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 immediatelyprior 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 atleast 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 inaccordance with the terms of the Incentive Plan (as in effect immediately prior to theChange in Control);     (d) The Company requiring the Participant to be based more than thirty-five (35) milesfrom the location where the Participant is based prior to the Change in Control, except forrequired travel on Company business to an extent substantially consistent with theParticipant’s business travel obligations immediately prior to the Change in Control; or ifthe Participant consents to the relocation, the failure by the Company to pay (or reimbursethe Participant for) all reasonable moving expenses incurred by the Participant or toindemnify the Participant against any loss realized on the sale of the Participant’sprincipal residence in connection with the relocation;     (e) The failure by the Company to continue in effect any retirement plan, compensationplan, performance share plan, stock option plan, life insurance plan, health and accidentplan, disability plan or another benefit plan in which the Participant is participatingimmediately prior to a Change in Control (except that the Company may cancel any such planswithout triggering this paragraph (e), if it provides the Participant with substantiallysimilar benefits under another plan), the taking of any action by the Company that wouldadversely affect the Participant’s participation or materially reduce the Participant’sbenefits under any such plans or deprive the Participant of any material fringe benefitenjoyed by the Participant immediately prior to a Change in Control, or the failure by theCompany to provide the Participant with the number of paid vacation days to which theParticipant is then entitled in accordance with the Company’s normal vacation practices ineffect immediately prior to a Change in Control; or     (f) Any purported termination not effected pursuant to a Notice of Termination shallnot be valid for purposes of this Plan.     **2.10****Notice of Termination****.**A “Notice of Termination” shall mean a written noticethat indicates the specific provision in the definition of Cause relied upon as the basis for theParticipant’s termination of employment and setting forth in reasonable detail the facts andcircumstances claimed to provide a basis for the termination of Participant’s employment under theprovision so indicated.     **2.11****Participant****.**“Participant” shall mean any eligible Executive Officer who islisted on Schedule A, has satisfied the requirements for participation in this Plan and hasa Participant Interest.     **2.12****Participant Interest****.**“Participant Interest” shall mean the amount reflected inrecords 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’srecords.     **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 Participantsuffering a sickness, accident or injury, which in the determination of the Plan Administratorwould entitle the Participant to disability benefits under either social security or the Company’slong-term disability plan. The Company reserves the right to require the Participant to firstqualify for disability benefits under either social security or the Company’s long-term disabilityplan before determining whether such Participant is Permanently Disabled for purposes of this Plan.     **2.15****Plan.** “Plan” shall mean the Lender Processing Services, Inc. SpecialSupplemental Executive Retirement Plan, as it may be amended from time to time.     **2.16****Plan Administrator****.**“Plan Administrator” shall mean the designated committee ofthe Board, or its designee or designees. The Plan Administrator shall be the named fiduciary underthe Plan.     **2.17****Retirement****.**“Retirement” shall mean a Participant’s termination of employmentwith the Company and all affiliates after (a) attaining age 65, (b) attaining age 55 and five yearsof service with the “LPS Group” or (c) attaining age 50 and the Participant’s age plus his or heryears of service with the “LPS Group” equals at least 75. “LPS Group” means the Company, anyrelated 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. andCertegy 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 ProcessingServices, 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%) ofwhose equity interests are owned directly or indirectly by the Company.     **2.21****Valuation Date****.**“Valuation Date” shall mean any date(s) selected by the PlanAdministrator in its sole discretion as of which the Participants’ Participant Interests arevalued.     **2.22****Vesting.** “Vesting” shall mean when a Participant becomes vested under the Planin accordance with Section 4.2**Article III — Participation**     **3.1****Eligibility and Participation****.**Each Executive Officer who has beenauthorized to enter into a Split-Dollar Life Insurance Agreement (Endorsement Non-Equity Method) bythe Plan Administrator (but not by any designee thereof) shall be eligible to participate in thePlan. All Participants shall be listed on Schedule A. An Executive Officer who is eligible toparticipate shall become a Participant on the date he first has a Participant Interest, asdetermined by the Plan Administrator or its designee in its discretion. An Executive Officer whobecomes a
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Participant shall continue as a Participant, until his Participant Interest is determined by thePlan Administrator or its designee to have been fully paid out, forfeited or permanentlyeliminated. Any Executive Officers who are employed by the Company and who participated in the FISPlan prior to the spinoff of the Company shall be transferred to this Plan as of the Effective Dateand their eligibility and participation in this Plan shall continue pursuant to the terms of thisPlan. The Split-Dollar Life Insurance Agreements (Endorsement Non-Equity Method) and ParticipantInterests of each transferred Participant from the FIS Plan shall also transfer to this Plan as ofthe 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, aParticipant’s Participant Interest shall equal a hypothetical value based on the amount bywhich the Net Cash Value of a relevant Policy exceeds the Net Company Premiums under suchPolicy. To the extent the Net Company Premiums under a Policy exceed the Net Cash Value ofsuch Policy, the Participant’s Participant Interest value shall be zero ($0). By becoming aparty hereto, Participants expressly acknowledge that while a Participant Interest can havea positive value as of a particular Valuation Date, because of fluctuations in investmentmarkets, 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 notrepresent any asset to which a Participant may look for payment or security for payment ofany benefit under this Plan. A Policy is only referenced to provide a basis for measuringthe Company’s obligations under the Plan. Any and all Policies are and shall remaingeneral, unrestricted assets of Company. All benefits payable under the Plan shall be paidfrom the general assets of the Company. The Company may, but shall not be required, to usefunds under a Policy to satisfy its obligations under the Plan, and the Company reserves theright 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, asappropriate, by any indebtedness (and interest thereon) obtained by the Company and securedby 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 premiumpayments then or theretofore actually paid by the Company credited to the Policy, reduced byany indebtedness (and interest thereon) obtained by the Company and secured by the Policywhich indebtedness remains outstanding as of the date of such determination.     “Policy” shall mean the policy or policies of life insurance issued by a commercialinsurer on the life of the Participant and legally owned by the Company, together with anyand all supplements, endorsements and amendments thereto. For
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purposes of the Plan, policies listed under Schedule A shall constitute aPolicy 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 Interestshall 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 inaccordance with guidelines and investment directions determined by the Plan Administrator.Notwithstanding the preceding sentence, the Plan Administrator shall be required to follow theParticipant’s direction with respect to the investment of the Participant’s Participant Interestfollowing a Change in Control. In the event the Participant engages in Competitive Activity duringthe one-year period following the Participant’s termination of employment, the Participant’s rightto direct investment of some or all of Participant’s Participant Interest shall cease as soon asadministratively practicable following the Plan Administrator’s determination that the Participanthas engaged in such Competitive Activity.     **4.2****Vesting of a Participant’s Participant Interest****.**Each Participant shall becomevested in his or her Participant Interest upon completing three (3) years of service with the LPSGroup (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 tohave no value in the circumstances specified in Section 4.5(b) below. The term, “Vesting,” shallmean to have satisfied all the terms and conditions to be fully vested as provided in this Section4.2.     A Participant shall only receive credit towards becoming vested in his or her ParticipantInterest while the Participant is actively employed by the Company (or on an authorized leave ofabsence); provided, however the Participant shall continue to receive vesting credit towards his orher Participant Interest after termination of employment, if (a) the Participant’s employment withthe Company is terminated as a result of Retirement, job elimination, Good Reason or becomingPermanently 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, theParticipant’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 uponthe earliest of the following events to occur (each a “Termination Date”):     (a) The Participant’s termination of employment from the Company prior to Vesting otherthan 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 periodfollowing his or her termination of employment;     (d) Prior to both a Change in Control and the Participant’s Vesting, the termination ofthe Plan;     (e) Prior to both a Change in Control and the Participant’s Vesting, the date theCompany, in its sole discretion, voluntarily elects to terminate Participant’s participationin the Plan; or     (f) The death of the Participant.     **4.4****Rollout Event****.**A Rollout Event shall occur with respect to a Participant on thelatest 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 orbecoming Permanently Disabled. A Rollout Event shall also occur with respect to a Participant onor as of a date following the Participant’s engaging in a Competitive Activity during the one-yearperiod following his or her termination of employment but before benefit payments under the Planhave otherwise commenced. If a Rollout Event occurs, the Plan Administrator shall take such stepsas are appropriate to effect payment of benefits under the Plan as soon as administrativelypracticable.     **4.5****Amount of Benefit****.**     (a) The benefit to which a Participant shall be entitled under the Plan upon thecommencement of benefit payments pursuant to Section 4.7 below, shall be the value ofParticipant’s Participant Interest, if any, as determined by the Plan Administrator as ofthe Valuation Date immediately preceding or commensurate with the date benefits are actuallypaid or deemed paid to the Participant. In the event the Participant’s Interest is paid ininstallments, 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 bedeemed to have no value in his or her Participant Interest, and no benefit shall be payableto Participant or on Participant’s behalf pursuant to this Plan, at the occurrence of anyone 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 theParticipant without Good Reason.
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     (c) As an addition to each benefit payment, the Company shall “gross up” each suchpayment as provided in this Section 4.5(c), except a benefit payment to a Participant who isdetermined by the Plan Administrator to have engaged in a Competitive Activity within theone year period following termination of employment. Specifically, such gross up shall bedetermined by the Plan Administrator based on a reasonable estimate of the approximate taxsavings to be realized by the Company on account of its being able to obtain a tax deductionfor the amount of the benefit payment and any gross up payment pursuant to this Section4.5(c), taking into account a reasonable estimate of the Company’s combined federal, stateand local income tax bracket. It is intended that a tax deduction shall be taken intoaccount under the preceding sentence only to the extent that it is not offset by an incomeitem 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 duringthe one-year period following the Participant’s termination of employment, the Participantengages 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 ofwhich the Plan Administrator has determined that the Participant first engaged in suchCompetitive Activity (reduced appropriately for any benefit payments), or (ii) the value asotherwise 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 ofsuch 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 theinstallment 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 eachcalendar year), and interest shall be paid with each installment payment with interestcredited at five percent (5%) simple annual interest on the undistributed portion of theprincipal amount.     (b) If the Participant elects to receive his or her Plan benefit in a single sumpayment, the Company may elect in its discretion to effect such payment either in cash orthrough transfer of an interest in a Policy, with cash value related to such interest thatis equal to the single sum benefit payment.     (c) Notwithstanding the above Participant elections, the Plan Administrator may at anytime, in its discretion, direct payment of a Participant’s benefit in a single sum paymentif — (i) such Participant’s Participant Interest is less than $10,000, or (ii) the PlanAdministrator determines that the Participant has engaged in Competitive Activity during theone-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 aspracticable following the occurrence of a Rollout Event. In the event a Participantterminates 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 thelater 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’sbenefit 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 writteninstructions that such Participant has provided to the Plan Administrator with respect tosuch payments, provided that such instructions must be consistent with the terms of thePlan. Participants may provide such instructions at any time prior to a Payment Event, andthey may modify such instructions at any time prior to a Payment Event by providing newinstructions.     (c) Upon the occurrence of a Payment Event, the Plan Administrator will follow theParticipant’s last instructions that were submitted at least six (6) months prior to suchPayment Event, and instructions submitted within such 6-month period shall be disregarded;provided, however, that in the event a Participant’s first written instructions aresubmitted within six (6) months of the Payment Event, distributions shall commence as soonas practicable following the earlier of six (6) months following the Plan Administrator’sreceipt 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 tocommence after the seventh (7th) anniversary of the Participant’s CommencementDate and after the earlier of the following events have occurred — (i) the Participant’sRetirement, or (ii) Participant’s attainment of age sixty (60). The benefit payments thatare triggered by an election under the preceding sentence are referred to as an “EarlyBenefit”.     (b) To obtain an Early Benefit, a Participant must notify the Plan Administrator of hisor her election of the Early Benefit at least two (2) years prior to the date the EarlyBenefit would first commence, and the Participant can revoke such election at any time priorto the date that is two (2) years prior to the date the Early Benefit would first commencein 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 Participantmay 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 furtherelect additional two (2) year deferrals provided each such additional deferral election isprovided in writing to the Plan Administrator at least six (6) months prior to the time ofpayout under the existing Early Benefit deferral election. The Participant may revoke anyEarly Benefit deferral election at any time prior to the date that is six (6) months priorto the effective date of an Early Benefit deferral election.     **4.9****Loans on the Participant Interest****.**A Participant shall have no rights to borrowagainst his or her Participant Interest.**Article V — Plan Administrator**     **5.1****Members****.**The Plan Administrator shall be the Compensation Committee of the Boardor such other committee or an individual appointed by the Board to serve at its pleasure. Membersof any such committee shall not be required to be employees of the Company or Participants. Anycommittee 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 meetingof committee members; provided, however, that any action shall be taken only upon the vote or otheraffirmative expression of a majority of the committee members qualified to vote with respect tosuch action. If a member of the committee or the appointed individual is a Participant in thePlan, he shall not participate in any decision that solely affects his or her own ParticipantInterest. The Plan Administrator shall for purposes of administering the Plan choose a secretarywho shall keep minutes of the Plan Administrator’s proceedings and all records and documentspertaining to the administration of this Plan. The secretary may execute any certificate or anyother written direction on behalf of the Plan Administrator.     **5.3****Right and Duties****.**The Plan Administrator shall administer and manage the Plan andshall have all powers necessary to accomplish that purpose, including (but not limited to) thefollowing:     (a) To construe, interpret, and administer this Plan;     (b) To make allocations and determinations required by this Plan, and to maintainrecords regarding Participants’ Participant Interests;     (c) To compute and certify to the Company the amount and kinds of benefits payable toParticipants or their Beneficiaries, and to determine the time and manner in which suchbenefits 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 theadministration of this Plan;
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     (f) To make and publish such rules for the regulation of this Plan as are notinconsistent with the terms hereof;     (g) To delegate to other individuals or entities from time to time the performance ofany 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 inoperating and administering the Plan.     The Plan Administrator shall have the exclusive discretionary authority to construe and tointerpret the Plan, to decide all questions of eligibility for benefits and to determine the amountand manner of payment of such benefits, and its decisions on such matters shall be final andconclusive on all parties.     **5.4****Compensation, Indemnity and Liability****.**The Plan Administrator shall serve as suchwithout bond and without compensation for services hereunder. The Company shall pay all expensesof the Plan and the Plan Administrator. If the Plan Administrator is a committee, no member of thecommittee shall be liable for any act or omission of any other member of the committee, or for anyact or omission on his or her own part, excepting his or her own willful misconduct. The Companyshall 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, arisingout of his or her membership on the committee, excepting only expenses and liabilities arising outof his or her own willful misconduct.     **5.5****Taxes****.**If the whole or any part of any Participant’s Participant Interest shallbecome liable for the payment of any estate, inheritance, income, or other tax which the Companyshall be required to pay or withhold, the Company shall have the full power and authority towithhold and pay such tax out of any monies or other property in its hand for the account of theParticipant whose interests hereunder are so liable. The Company shall provide the Participantnotice of such withholding. Prior to making any payment, the Company may require such releases orother 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 claimshall be reviewed, and the claimant shall be notified in writing of the Plan Administrator’sdecision within ninety (90) days following the date the Plan Administrator receives the claim. Ifspecial circumstances are involved, this ninety (90) day period may be extended for up to anadditional ninety (90) days. If such an extension is necessary, the claimant shall receive writtennotice 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 thesections 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 PlanAdministrator in further review of the claim and reasons why such material or information isnecessary; and provide an explanation of the claims review procedure.     **6.2****Appeals****.**If a claimant is not satisfied with the decision of the PlanAdministrator regarding the claim, the claimant may appeal the decision of the Plan Administratorby filing a written request with the Plan Administrator. This written request must be filed withthe Plan Administrator within sixty (60) days following the date the claimant receives the writtendecision of the Plan Administrator. The claimant may review any applicable documents and may alsosubmit 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 PlanAdministrator, the claimant shall receive written notice of the Plan Administrator’s finaldecision. However, if a hearing is held or there are other special circumstances involved, thedecision shall be given no later than one hundred and twenty (120) days following the date the PlanAdministrator receives the appeal. If such an extension of time is necessary, the claimant shallreceive written notice of the extension before it begins.     The Plan Administrator shall interpret this Article VI such that the claims proceduresapplicable 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 thisPlan in whole or in part at any time; provided, however, that no such amendment shall reduce theamounts credited at that time to any Participant’s Participant Interest, no such amendment after aChange 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 suchParticipant without the written consent of the Participant. Any amendment shall be in writing andexecuted by a duly authorized officer of the Company. All Participants shall be bound by suchamendment.     **7.2****Termination****.**The Company expects to continue this Plan, but does not obligateitself 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 ofthe United States or any State). If the Plan is terminated, the Plan Administrator shall benotified of such action in a writing executed by a duly authorized officer of the Company, and thePlan shall be terminated at the time therein set forth. Termination of the Plan shall be bindingon all Participants, but in no event may such termination reduce the amounts credited at that timeto any Participant’s Participant Interest. If this Plan is terminated, amounts theretoforecredited 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 Administratorin its sole discretion. Notwithstanding the preceding provisions of this Section 7.2, in the eventof a Change in Control and following a Participant’s Vesting, the Company shall not be able toreduce a Participants rights pursuant to this Section 7.2 to an extent that exceeds its ability toreduce 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 anyParticipant the right to be retained in the Company’s employ or any right or interest in this Planor any assets of the Company other than as herein provided. The Company reserves the right toterminate the employment of any Participant without any liability for any claim against the Companyunder this Plan, except to the extent provided herein.     **8.2****Benefits Unfunded****.**The benefits provided by this Plan shall be unfunded. Allamounts payable under this Plan to Participants shall be paid from the general assets of theCompany, and nothing contained in this Plan shall require the Company to set aside or hold in trustany amounts or assets for the purpose of paying benefits to Participants. This Plan shall createonly a contractual obligation on the part of the Company, and Participants shall have the status ofgeneral unsecured creditors of the Company under the Plan with respect to any obligation of theCompany to pay benefits pursuant hereto. Any funds of the Company available to pay benefitspursuant to the Plan shall be subject to the claims of general creditors of the Company, and may beused for any purpose by the Company.     Notwithstanding the preceding paragraph, the Company may at any time transfer assets to atrust for purposes of paying all or any part of its obligations under this Plan. However, to theextent provided in the trust only, such transferred amounts shall remain subject to the claims ofgeneral creditors of the Company only in accordance with the terms of such trust. To the extentthat assets are held in the trust when a Participant’s benefits under the Plan become payable, thePlan Administrator shall direct the trustee to make trust assets available to pay such benefits tothe Participant. Any payments made to a Participant from such trust shall relieve the Company fromany 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 ExecutiveOfficer or Participant to participate in and receive benefits under and in accordance with theprovisions of any other employee benefit plans which are now or hereafter maintained by theCompany, 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 rightor 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 thePlan Administrator may withhold payment to the Executive Officer or Participant under this Plan tothe extent the Plan Administrator deems appropriate.     **8.4****Receipt or Release****.**Any payment to a Participant in accordance with theprovisions of this Plan shall, to the extent thereof, be in full satisfaction of all claims againstthe
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Plan Administrator and the Company, and the Plan Administrator may require such Participant, as acondition 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 allrespects 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 beheld by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisionshereof shall continue to be fully effective.     **8.6****Gender, Tense, and Headings****.**In this Plan, whenever the context so indicates, thesingular or plural number and the masculine, feminine, or neuter gender shall be deemed to includethe other. Headings and subheadings in this Plan are inserted for convenience of reference onlyand are not considered in the construction of the provisions hereof.     **8.7****Successors and Assigns; Nonalienation of Benefits****.**This Plan shall inure to thebenefit 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 asprovided 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, eithervoluntary 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, childsupport 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 theCompany’s Controlled Group may become a participating employer under this Plan and may adopt thePlan for the benefit of Plan Participants who are employed by such participating employer. As usedin this Section, the term “Controlled Group” shall mean any entity that is required to beaggregated with the Company pursuant to Code Section 414(b) or (c). An entity shall only be partof the Controlled Group for that period of time in which the entity satisfies the requirements ofthe previous sentence.     IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its duly authorizedofficers to be effective as of the date first set forth above.      **LENDER PROCESSING SERVICES, INC.**