exv10w6






Exhibit 10.6




Fidelity National Financial, Inc.

Amended and Restated

2005 Omnibus Incentive Plan




Notice of Restricted Stock Grant




     You (the “Grantee”) have been granted the following award of restricted Class A Common Stock
(the “Restricted Stock”) of Fidelity National Financial, Inc. (the “Company”), par value $0.0001
per share (the “Shares”), pursuant to the Fidelity National Financial, Inc. Amended and Restated
2005 Omnibus Incentive Plan (the “Plan”) and the terms set forth in the attached Restricted Stock
Award Agreement:



	 	 	 	 	 	 
	 	Name of Grantee:
	 	 	 	 
	 	Number of Shares of Restricted Stock
Granted:
	 	 	 	 
	 	Effective Date of Grant:

	 	 	November 23, 2009	 
	 	Vesting:

	 	 	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
provisions contained in the
Restricted Stock Award Agreement,
with respect to one third of the
shares on each 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 the 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
Award Agreement.





	 	 	 	 	 
	Grantee: 

 	 
	
 	 
	(Name) 	 
	Date:  

Address:  


 
 
 	 
	 






	 	 	 	 	 
	Fidelity National Financial, Inc.

 	 
	By:  	
 	 
	 	 	 
	 	 	 
	 









 









 








Fidelity National Financial, Inc.

Amended and Restated

2005 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, which is incorporated by reference, and this Restricted Stock Award Agreement (the
“Agreement”), the Company grants to the Grantee on the Effective Date of Grant the Shares of
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.



          (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.



          (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.



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     (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(b) 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) Holding Requirement Following Period of Restriction. If and when the Grantee is an
Officer (as defined in Rule 16a-1(f) of the Exchange Act) or holds the title of President — Eastern
Operations, President — Western Operations, President — Agency Operations, or Chief Legal Officer
of Fidelity National Financial, Inc. during the six month period following the date the Shares
vested, the Grantee may not sell, assign, pledge, exchange, hypothecate or otherwise transfer,
encumber or dispose of fifty percent (50%) of any vested Shares of Restricted Stock during such six
month period; provided, however, that this Section 2(d) shall not prohibit the Grantee from
exchanging or otherwise disposing of Shares in connection with a Change in Control or other
transaction in which Shares held by other Company shareholders are required to be exchanged or
otherwise disposed.



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 a restricted book-entry account at the Company’s
transfer agent. Grantee shall have no dividend rights but will have all other rights of a holder
of Shares, including 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 cash or Shares or any other security issued by the Company, such cash or Shares or
other securities shall be held by the Company subject to the same restrictions as the Shares of
Restricted Stock in respect of which the dividend was paid and shall be paid or distributed within
thirty (30) days of vesting of such Shares of Restricted Stock.



SECTION 4. MISCELLANEOUS PROVISIONS




     (a) Acknowledgements. The Grantee 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 Grantee acknowledges that there may be tax consequences upon the vesting or
transfer of the Restricted Stock and that the Grantee should consult an independent tax advisor.



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     (b) 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 taxes)
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 rates for federal, state and local
tax purposes, as applicable, including the Grantee’s FICA 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. Such
election shall be irrevocable, made in writing and signed by the Grantee, and shall be subject to
any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.



     (c) 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.



     (d) 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.



     (e) 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.



     (f) Arbitration. Subject to Article 3 of the Plan, 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.



     (g) 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.



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     (h) 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.



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



     (j) 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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