exv10w8






Exhibit 10.8




Lender Processing services, Inc.

2008 Omnibus Incentive Plan




Notice of Restricted Stock Grant



     You (the “Grantee”) have been granted the following award of restricted Common Stock of Lender
Processing Services, Inc. (the “Company”), par value $0.0001 per share (the “Shares”), pursuant to
the Lender Processing Services, Inc. 2008 Omnibus Incentive Plan (the “Plan”):



	 	 	 

	Name of Grantee:

	 	 
	 
	 	 
	Number of Shares of Restricted Stock
Granted:
	 	 
	 
	 	 
	Effective Date of Grant:
	 	 
	 
	 	 
	Period of Restriction:

	 	Subject to the terms of the Plan
and the Restricted Stock Award
Agreement attached hereto, the
Period of Restriction shall lapse,
and the Shares shall vest and
become free of the forfeiture and
transfer restrictions contained in
the Restricted Stock Award
Agreement, with respect to 40% of
the shares on the first
anniversary of the Effective Date
of Grant, and with respect to the
remaining 60% of the shares on the
second anniversary of the
Effective Date of Grant.





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




	 	 	 	 	 	 	 	 	 	 	 	 	 

	Stock Recipient:	 	 	 	Lender Processing Services, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Print Name:

	 	 	 	 	 	 	 	 	 	Todd C. Johnson	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 	 	Executive Vice President, General	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 	 	 	 	Counsel and Corporate Secretary	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 





 









 






Lender Processing Services, Inc.

2008 Omnibus Incentive Plan




Restricted Stock Award Agreement



SECTION 1. GRANT OF RESTRICTED STOCK




     (a) Restricted Stock. On the terms and conditions set forth in the Notice of Restricted Stock
Grant and this Restricted Stock Award Agreement (the “Agreement”), the Company grants to the
Grantee on the Effective Date of Grant the Restricted Stock set forth in the Notice of Restricted
Stock Grant.



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



SECTION 2. FORFEITURE AND TRANSFER RESTRICTIONS




     (a) Forfeiture Restrictions. If the Grantee’s employment or service as a Director or
Consultant, as the case may be, is terminated for any reason other than (i) death, (ii) Disability
(as defined below) or (iii) termination by the Company and its Subsidiaries without Cause (as
defined below), the Grantee shall, for no consideration, forfeit to the Company the Shares of
Restricted Stock to the extent such Shares are subject to a Period of Restriction at the time of
such termination. If the Grantee’s employment or service as a Director or Consultant, as the case
may be, terminates due to the Grantee’s death or Disability, or is terminated by the Company and
its Subsidiaries without Cause, while Shares of Restricted Stock are subject to a Period of
Restriction, the Period of Restriction with respect to such Shares shall lapse, and the Shares
shall vest and become free of the forfeiture and transfer restrictions described in this Section 2,
on the date of the Grantee’s termination of employment or service, except that the mandatory
holding period restrictions described in Section 2(d) shall remain in effect for the period
specified therein.



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







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




     (b) Transfer Restrictions. During the Period of Restriction, the Restricted Stock may not be
sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed
of to the extent such Shares are subject to a Period of Restriction.



     (c) Lapse of Restrictions. The Period of Restriction shall lapse as to the Restricted Stock
in accordance with the Notice of Restricted Stock Grant. Subject to the terms of the Plan and
Sections 2(d) and 4(a) hereof, upon lapse of the Period of Restriction, the Grantee shall own the
Shares that are subject to this Agreement free of all restrictions otherwise imposed by this
Agreement.



     (d) Mandatory Holding Period. Notwithstanding anything contained in the Notice of Restricted
Stock Grant, this Agreement or the Plan to the contrary, the Holding Period Shares (as defined in
the following sentence) may not be sold, assigned, pledged, exchanged, hypothecated or otherwise
transferred, encumbered or disposed of for a period of six (6) months following the lapse of the
Period of Restriction. For purposes of the prior sentence, the term “Holding Period Shares” shall
mean, with respect to each tranche of Shares of Restricted Stock with respect to which the Period
of Restriction lapses, the number of such Shares equal to the product of (x) multiplied by (y),
rounded up to the nearest whole share, where (x) is the number of Shares of Restricted Stock with
respect to which the Period of Restriction lapses, reduced by the number of Shares withheld by the
Company pursuant to Section 4(a) hereof to satisfy the minimum statutory withholding obligations
(based on minimum statutory withholding rates for federal, state and local tax purposes, as
applicable, including payroll taxes) and (y) is fifty percent (50%).



SECTION 3. STOCK CERTIFICATES




     As soon as practicable following the grant of Restricted Stock, the Shares of Restricted Stock
shall be registered in the Grantee’s name in certificate or book-entry form. If a certificate is
issued, it shall bear an appropriate legend referring to the restrictions and it shall be held by
the Company, or its agent, on behalf of the Grantee until the Period of Restriction has lapsed. If
the Shares are registered in book-entry form, the restrictions shall be placed on the book-entry
registration. The Grantee may be required to execute and return to the Company a blank stock power
for each Restricted Stock certificate (or instruction letter, with respect to Shares registered in
book-entry form), which will permit transfer to the Company, without further action, of all or any
portion of the Restricted Stock that is forfeited in accordance with this Agreement.



     Except for the transfer restrictions, and subject to the following provisions in this Section
3 and such other restrictions, if any, as determined by the Committee, the Participant shall have
all other rights of a holder of Shares, including the right to receive dividends paid (whether in
cash or property) with respect to the Restricted Stock and the right to vote (or to execute proxies



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for voting) such Shares. Unless otherwise determined by the Committee, if all or part of a
dividend in respect of the Restricted Stock as to which the Period of Restriction has not yet
lapsed is paid in Shares or any other security issued by the Company, such Shares or other
securities shall be held by the Company subject to the same restrictions as the Restricted Stock in
respect of which the dividend was paid. If all or part of a dividend in respect of the Restricted
Stock as to which the Period of Restriction has not yet lapsed is paid in cash, such cash dividend
shall not be paid to the Grantee unless and until the Period of Restriction with respect to such
Restricted Stock lapses, at which time the cash shall be paid as soon as practicable (but not later
than thirty (30) days) thereafter. For purposes of determining whether a cash dividend is
attributable to Restricted Stock as to which the Period of Restriction has lapsed, all cash
dividends with a record date on or prior to the date of the lapsing of the Period of Restriction of
the Restricted Stock shall be deemed attributable to such Restricted Stock.




SECTION 4. MISCELLANEOUS PROVISIONS




     (a) Tax Withholding. Pursuant to Article 20 of the Plan, the Committee shall have the power
and right to deduct or withhold, or require the Grantee to remit to the Company, an amount
sufficient to satisfy any federal, state and local taxes (including the Grantee’s FICA obligations)
required by law to be withheld with respect to this Award. The Committee may condition the
delivery of Shares upon the Grantee’s satisfaction of such withholding obligations. The Grantee’s
acceptance of this Award constitutes the Grantee’s instruction and authorization to the Company to
withhold, from the Shares of Restricted Stock with respect to which the Period of Restriction
lapses, a number of such Shares having an aggregate Fair Market Value equal to the minimum
statutory withholding (based on minimum statutory withholding rates for federal, state and local
tax purposes, as applicable, including payroll taxes) that could be imposed on the transaction,
and, to the extent the Committee so permits, amounts in excess of the minimum statutory withholding
to the extent it would not result in additional accounting expense; provided, however, that, unless
otherwise determined by the Committee, a Grantee may elect to satisfy such tax withholding
requirements by timely remittance of such amount by cash or check or by such other method that is
acceptable to the Company, rather than by withholding of shares. The Committee may, in its sole
discretion, choose to permit, not permit, approve or not approve such elections and, subject to
applicable law, may establish and/or change from time to time any terms and conditions applicable
to such elections as it may deem appropriate.



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



     (c) Notice. Any notice required by the terms of this Agreement shall be given in writing and
shall be deemed effective upon personal delivery or upon deposit with the United States Postal
Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed
to the Company at its principal executive office and to the Grantee at the address that he or she
most recently provided in writing to the Company.



     (d) Choice of Law. This Agreement and the Notice of Restricted Stock Grant shall be governed
by, and construed in accordance with, the laws of Florida, without regard to any



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conflicts of law or choice of law rule or principle that might otherwise cause the Agreement
or Notice of Restricted Stock Grant to be governed by or construed in accordance with the
substantive law of another jurisdiction.




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



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



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



     (h) Section 409A Compliance. To the extent applicable, it is intended that the Plan and this
Agreement comply with the requirements of Code Section 409A and any related regulations or other
guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the
Internal Revenue Service and the Plan and the Award Agreement shall be interpreted accordingly.




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