exv10w44






Exhibit 10.44




«Name»

Fidelity National Information Services, Inc. Non-Statutory Stock Option Award

«Date» Notice of Stock Option Grant



You (the “Optionee”) have been granted the following option (the “Option”) to purchase Common Stock
of Fidelity National Information Services, Inc. (the “Company”), par value $0.01 per share
(“Share”), pursuant to the Amended and Restated Metavante 2007 Equity Incentive Plan (the “Plan”):




	 	 	 
	Number of stock options awarded:

	 	«Shares»
	 
	 	 
	Price per share at which options are exercisable:

	 	$«Price»
	 
	 	 
	Date options were awarded (“Grant Date”):

	 	«Date»
	 
	 	 
	Vesting Schedule:

	 	33-1/3% vests one year after Grant Date
	 
	 	 
	 

	 	33-1/3% vests two years after Grant Date
	 
	 	 
	 

	 	33-1/3% vests three years after Grant Date
	 
	 	 
	Option term:

	 	7 years





See the Stock Option Award Agreement and Plan Prospectus for the specific provisions related to
this Option Award, including the time period for exercise under various termination events and
other important information concerning this award.



This document is intended as a summary of your individual Option Award. If there are any
discrepancies between this summary and the provisions of the formal documents of this Award,
including the Stock Option Agreement, Plan Document or Plan Prospectus, the provisions of the
formal documents will prevail.






 









 








Fidelity National Information Services, Inc.

Amended and Restated Metavante 2007 Equity Incentive Plan




Stock Option Agreement



Section 1. Grant of Option.




     (a) Option. On the terms and conditions set forth in the attached Notice of Stock
Option Grant and this Stock Option Agreement (the “Agreement”), the Company grants to the Optionee
on the Grant Date the Option to purchase at the Exercise Price the number of Shares set forth in
the Notice of Stock Option Grant.



     (b) Plan and Defined Terms. The Option is granted pursuant to the Plan. All terms,
provisions, and conditions applicable to the Option set forth in the Plan and not set forth herein
are hereby incorporated by reference herein (it being understood that for all purposes of this
Agreement, references in the Plan to the “Company” shall be deemed to refer to Fidelity National
Information Services, Inc. notwithstanding anything to the contrary in the Plan). 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 Stock Option Grant or this Agreement
and not otherwise defined therein or herein shall have the meanings ascribed to them in the Plan.



Section 2. Method to Exercise.



You may exercise this Option, provided that it meets all vesting requirements, by logging on to
netbenefits.fidelity.com or by calling Fidelity at 1-800-544-9354, or if applicable, by logging on
to or calling any successor stock plan administrator. The website provides you with detailed
instructions regarding how to exercise stock options as well as other relevant information
pertaining to your Option grant. Keep in mind that you are subject to insider trading liability if
you are aware of material, nonpublic information when making a purchase or sale of Company stock.
In addition, if you are a Section 16 officer of the Company you are subject to blackout
restrictions that prevent exercise during certain time periods referred to as the “blackout
period”. The current “blackout period” is from the end of each calendar quarter through two (2)
days following the Company’s earnings release.



Subject to such limitations as the Committee may impose (including prohibition of one more of the
following payment methods), payment of the Exercise Price may be made by (a) cash or its
equivalent, (b) by tendering Shares or directing the Company to withhold Shares from the Option
having an aggregate Fair Market Value at the time of exercise equal to the Exercise Price, (c) by
broker-assisted cashless exercise, (d) in any other manner then permitted by the Committee, or (e)
by a combination of any of the permitted methods of payment. The Company may require the Optionee
to furnish or execute such other documents as the Company shall reasonably deem necessary (i) to
evidence such exercise and (ii) to comply with or satisfy the requirements of the Securities Act of
1933, as amended, the Exchange Act, applicable state or non-U.S. securities laws or any other law.







2









 








Section 3. Term and Expiration.




     (a) Basic Term. Subject to earlier termination pursuant to the terms here, the Option
shall expire on the expiration date set forth in the Notice of Stock Option Grant.



     (b) Termination of Employment or Service. If the Optionee’s employment or service as
a director of the Company or consultant to the Company, as the case may be, is terminated, the
Option shall expire on the earliest of the following occasions:



          (i) The expiration date set forth in the Notice of Stock Option Grant;



          (ii) The date three months following the termination of the Optionee’s employment or service
for any reason other than Cause, Retirement, death, or Disability;



          (iii) The date three years following the termination of the Optionee’s employment or service
for Retirement;



          (iv) The date one year following the termination of the Optionee’s employment or service due
to death or Disability; or



          (v) The date of termination of the Optionee’s employment or service for Cause.


The Optionee may exercise all or part of this Option at any time before its expiration under the
preceding sentence, but only to the extent that the Option was vested and exercisable upon
termination of the Optionee’s employment or service. When the Optionee’s employment or service
terminates, this Option shall expire immediately with respect to the number of Shares for which the
Option is not yet vested. If the Optionee dies after termination of employment or service, but
before the expiration of the Option, all or part of this Option may be exercised (prior to
expiration) by the personal representative of the Optionee or by any person who has acquired this
Option directly from the Optionee by will, bequest or inheritance, but only to the extent that the
Option was vested and exercisable upon termination of the Optionee’s employment or service. Upon
the occurrence of a Change in Control, unless otherwise specifically prohibited under applicable
laws, or by the rules and regulations of any governing governmental agencies or national securities
exchanges, any and all outstanding Options granted hereunder shall become immediately exercisable;
provided, however, that the Committee may instead provide that such Options shall be automatically
cashed out upon a Change in Control.




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



3









 





     (d) Definition of “Disability.” The term “Disability” shall have the meaning ascribed
to such term in the Optionee’s employment agreement with the Company or any Subsidiary. If the
Optionee’s employment agreement does not define the term “Disability,” or if the Optionee has not
entered into an employment agreement with the Company or any Subsidiary, the term “Disability”
shall mean the Optionee’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.



     (e) Definition of “Retirement.” The term “Retirement” shall have the meaning ascribed
to such term in the Optionee’s employment agreement with the Company or any Subsidiary. If the
Optionee’s employment agreement does not define the term “Retirement,” or if the Optionee has not
entered into an employment agreement with the Company or any Subsidiary, the term “Retirement”
shall mean the Optionee’s termination of employment without Cause on or after age 55 if the sum of
the Optionee’s age at termination of employment and Years of Service with the Company total 65 or
more.



     (f) Definition of “Years of Service.” The term “Years of Service” means years of
consecutive and continuous service with the Company or a predecessor entity.



Section 4. Transferability of Option.




     The Option shall not be transferable by the Optionee other than by will or the laws of descent
and distribution, and the Option shall be exercisable during the Optionee’s lifetime only by the
Optionee or on his or her behalf by the Optionee’s guardian or legal representative.



Section 5. Miscellaneous Provisions.




     (a) Acknowledgements. The Optionee hereby acknowledges that he or she has read and
understands the terms of the Plan and this Agreement, and agrees to be bound by their respective
terms and conditions. The Optionee acknowledges that there may be tax consequences upon the
exercise or transfer of the Option and that the Optionee should consult an independent tax advisor
prior to any exercise of the Option.



     (b) Tax Withholding. Pursuant to Section 11 of the Plan, the Committee shall have the
power and the right to deduct or withhold, or require the Optionee to remit to the Company, an
amount sufficient to satisfy any federal, state and local taxes (including the Optionee’s FICA
taxes) required by law to be withheld with respect to this Option. The Committee may condition the
delivery of Shares upon the Optionee’s satisfaction of such withholding obligations. The Optionee
may elect to satisfy all or part of such withholding requirement by tendering previously-owned
Shares or by having the Company withhold Shares having a 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 the Optionee’s FICA taxes) that could be imposed on the
transaction. Such election shall be irrevocable, made in writing and signed by the Optionee and
shall be subject to any restrictions or limitations that the Committee, in its sole discretion,
deems appropriate.



4









 





     (c) Notice Concerning Disqualifying Dispositions. If the Option is an Incentive Stock
Option, the Optionee shall notify the Committee of any disposition of Shares issued pursuant to the
exercise of the Option if the disposition constitutes a “disqualifying disposition” within the
meaning of Sections 421 and 422 of the Code (or any successor provision of the Code then in effect
relating to disqualifying dispositions). Such notice shall be provided by the Optionee to the
Committee in writing within 10 days of any such disqualifying disposition.



     (d) Rights as a Stockholder. Neither the Optionee nor the Optionee’s transferee or
representative shall have any rights as a stockholder with respect to any Shares subject to this
Option until the Option has been exercised and Share certificates have been issued to the Optionee,
transferee or representative, as the case may be.



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



     (f) 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 Optionee at the address that
he or she most recently provided in writing to the Company.



     (g) Choice of Law. This Agreement and the Notice of Stock Option Grant shall be
governed by, and construed in accordance with, the laws of Florida, without regard to any conflicts
of law or choice of law rule or principle that might otherwise cause the Plan, this Agreement or
the Notice of Stock Option Grant to be governed by or construed in accordance with the substantive
law of another jurisdiction.



     (h) Arbitration. Any dispute or claim arising out of or relating to the Plan, this
Agreement or the Notice of Stock Option Grant shall be settled by binding arbitration before a
single arbitrator in Jacksonville, Florida and in accordance with the Commercial Arbitration Rules
of the American Arbitration Association. The arbitrator shall decide any issues submitted in
accordance with the provisions and commercial purposes of the Plan, this Agreement and the Notice
of Stock Option Grant, provided that all substantive questions of law shall be determined in
accordance with the state and Federal laws applicable in Florida, without regard to internal
principles relating to conflict of laws.



     (i) 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 15 of the Plan may be made without such written agreement.



     (j) 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.



5









 





     (k) References to Plan. All references to the Plan (or to a Section of the Plan)
shall be deemed references to the Plan (or the Section) as may be amended from time to time.



     (l) 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.



6