exv10w42






Exhibit 10.42




FIDELITY NATIONAL INFORMATION SERVICES, INC.




Notice of Restricted Stock Grant



     You (the “Grantee”) have been granted the following award of restricted Common Stock (the
“Restricted Stock”) of Fidelity National Information Services, Inc. (the “Company”), par value
$0.01 per share (the “Shares”), pursuant to the Amended and Restated Metavante 2007 Equity
Incentive Plan (the “Plan”):



	 	 	 
	Name of Grantee:

	 	Participant Name
	 
	 	 
	Number of Shares of Restricted Stock Granted:

	 	Shares Granted
	 
	 	 
	Date of Grant:

	 	Grant Date
	 
	 	 
	Vesting and Period of Restriction:

	 	Subject to the terms of the
Plan and the Restricted
Stock Award Agreement
attached hereto, the
restriction period the
Restricted Stock is subject
to a substantial risk of
forfeiture and not
transferable (the “Period of
Restriction”) shall lapse,
and the shares of Restricted
Stock granted hereunder
shall vest and become free
of the forfeiture and
transfer restrictions
contained in the Restricted
Stock Award Agreement, with
respect to one-third of the
total number of Shares of
Restricted Stock granted
hereunder on each
anniversary of the Date of
Grant, until fully vested.





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 attached Restricted Stock Award Agreement, which are
incorporated herein by reference, and that you have been provided with a copy of the Plan and
Restricted Stock Agreement.




	 	 	 
	Grantee:
	 	 
	 
	 	 
	Electronic Signature
	 	 
	 

Participant Name

	 	 
	Acceptance Date
	 	 






 









 





FIDELITY NATIONAL INFORMATION SERVICES, INC.




Restricted Stock Award Agreement


SECTION 1. GRANT OF RESTRICTED STOCK




     (a) Restricted Stock. On the terms and conditions set forth in the attached Notice of
Restricted Stock Grant and this Restricted Stock Award Agreement (the “Agreement”), Fidelity
National Information Services, Inc. (the “Company”) grants to the Grantee on the Date of Grant the
Shares of Restricted Stock (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 (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 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 of the Company or a
consultant to the Company, 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.



          (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 Parent or 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
Section 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.


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 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 for voting) such Shares. Unless otherwise determined
by the Committee, if all or part of a dividend in respect of the Restricted Stock 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.


SECTION 4. MISCELLANEOUS PROVISIONS




     (a) Tax Withholding. Pursuant to Section 11 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
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



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rates for federal, state and local tax purposes, as applicable, including payroll taxes) that could be
imposed on the transaction. Such election shall be irrevocable, made in writing, signed by
the Grantee, and shall be subject to any restrictions or limitations that the Committee, in its
sole discretion, deems 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 conflicts of law
or choice of law rule or principle that might otherwise cause the Plan, this Agreement or the
Notice of Restricted Stock Grant to be governed by or construed in accordance with the substantive
law of another jurisdiction.



     (e) Arbitration. Any dispute or claim arising out of or relating to the Plan, this Agreement
or the Notice of Restricted Stock 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
Restricted Stock 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.



     (f) 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.



     (g) 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.



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



     (i) 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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