exv10w45






Exhibit 10.45




«Name»

Fidelity National Information Services, Inc. Performance-Based Restricted Stock Award

«Date» Notice of Performance-Based 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”) and the terms set forth in the attached Performance-Based Restricted
Stock Award Agreement:




	 	 	 
	Number of shares awarded:

	 	«Shares»
	 
	 	 
	Date awarded (“Grant Date”):

	 	«date»
	 
	 	 
	Vesting and Restrictions:

	 	See Appendix A





See the Performance-Based Restricted Stock Award Agreement and Plan Prospectus for the specific
provisions related to this Performance-Based Restricted Stock Award and other important information
concerning this Award.



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






 









 








Appendix A




Vesting and Restrictions


This grant is subject to both time and performance-based vesting restrictions described below
(collectively, the “Period of Restriction”).




Performance Restriction


In order for the Restricted Stock to vest, the Compensation Committee of the Board of Directors of
the Company (the “Committee”) must determine that the Company has achieved annualized expense
savings related to the merger of the Company with Metavante Technologies, Inc. during the period
between October 1, 2009 and December 15, 2011 in an amount equal to $280,000,000 (“Synergy Cost
Savings”). Synergy Cost Savings is measured from the baseline synergy cost savings amount of
$98,000,000 to the target synergy cost savings amount of $280,000,000 (the baseline will be
included in the final target calculation). The baseline synergy cost savings amount is for the
period prior to October 1, 2009 (management has the figure documented and reviewed by
PriceWaterhouse). The Committee will evaluate whether the Synergy Cost Savings have been achieved
as of the following dates (“Calculation Dates”):




	 	 	 
	March 30, 2010

	 	March 30, 2011
	June 30, 2010

	 	June 30, 2011
	September 30, 2010

	 	September 30, 2011
	December 15, 2010

	 	December 15, 2011






Time Restriction



	 	 	 	 	 
	Anniversary Date	 	% of Restricted Stock
	First (1st) anniversary of the Effective Date of Grant
	 	 	33.33	%
	Second (2nd) anniversary of the Effective Date of Grant
	 	 	33.33	%
	Third (3rd) anniversary of the Effective Date of Grant
	 	 	33.33	%






Vesting


If the Synergy Cost Savings have been achieved on the Anniversary Dates specified in the above
table, the percentage of the Restricted Stock indicated next to each Anniversary Date shall vest.
If not, the percentage of Restricted Stock that did not so vest will do so on the Calculation Date
on which the Synergy Cost Savings are achieved. If the Synergy Cost Savings are not achieved on or
before December 15, 2011, none of the Restricted Stock granted hereunder shall vest and, for no
consideration, will automatically forfeit to the Company.





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FIDELITY NATIONAL INFORMATION SERVICES, INC.

AMENDED AND RESTATED METAVANTE 2007 EQUITY INCENTIVE PLAN




Performance-Based 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
Performance-Based Restricted Stock Grant, which is incorporated by reference, and this
Performance-Based Restricted Stock Award Agreement (the “Agreement”), the Company grants to the
Grantee on the Date of Grant the Restricted Stock set forth in the Notice of Performance-Based
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 Performance-Based
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.



          (i) If the Grantee’s employment or service as a Director or Consultant, as the case may be, is
terminated for any reason other than death, Disability (as defined below) or 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 that are not vested at the
time of such termination.



          (ii) 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 (as defined below), or is terminated by the
Company and its Subsidiaries without Cause (as defined below), prior to vesting of all of the
Restricted Stock granted pursuant to the Notice of Performance-Based Restricted Stock Grant and
this Agreement, then, subject to the satisfaction of the Performance Restriction described in the
next sentence, the Period of Restriction with respect to such Restricted Stock shall lapse, and the
Restricted Stock 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. In the event
the Performance Restriction set forth in Appendix A has not been satisfied on the date of the
Grantee’s termination of employment or service, then the Restricted Stock shall not vest and
Grantee shall, for no consideration, forfeit to the Company the Shares of Restricted Stock that are
not vested at the time of such termination.



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          (iii) 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.



          (iv) 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 the Restricted Stock is subject to a Period of Restriction.



     (c) Lapse of Restrictions. The Period of Restriction shall lapse as to the Restricted Stock
in accordance with Appendix A attached to the Notice of Performance-Based 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 of Restricted Stock that are subject to this
Agreement free of all restrictions otherwise imposed by this Agreement. 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 Period
of Restriction or other restriction imposed on the Restricted Stock shall lapse.



     (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) during the six month period following the
date the Shares of Restricted Stock 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. The Grantee shall have no dividend rights but shall 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



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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 Restricted Stock in respect of which the dividend was paid and shall be paid or
distributed within thirty (30) days of vesting of such Restricted Stock.




SECTION 4. TRADING STOCK




     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 the sale
of Company stock 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.



SECTION 5. 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.



     (b) 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 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. Through
netbenefits.fidelity.com or by calling Fidelity Investments at 1-800-544-9354, or if applicable,
through a successor stock plan administrator, the Grantee may elect to satisfy all or part of such
withholding requirement by depositing with Fidelity Investments or the Company an amount of cash
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) 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 payroll taxes) that could be imposed on the transaction. 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 Performance-Based 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



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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 Performance-Based 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 Performance-Based Restricted Stock Grant to be governed by or construed
in accordance with the substantive law of another jurisdiction.



     (f) Arbitration. Any dispute or claim arising out of or relating to the Plan, this Agreement
or the Notice of Performance-Based 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 Performance-Based 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 15 of the Plan may be made without such written agreement.



     (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 of the Plan) shall be
deemed references to the Plan (or the Section) 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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