exv10w32






Exhibit 10.32




Fidelity National Information services, Inc.

2008 Omnibus Incentive Plan




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 Fidelity National Information Services, Inc. 2008
Omnibus Incentive Plan (the “Plan”) and the terms set forth in the attached Performance-Based
Restricted Stock Award Agreement:



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

	 	November 5, 2009
	 
	Vesting and Restrictions:

	 	See Appendix A





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




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grantee:	 	 	 	 	 	 	 	Fidelity National
Information Services, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:	 	 	 	 
	   	 	 	 	 	 	 	 	 	 	 
	(Name)

	 	 	 	 	 	 	 	 	 	Ronald D. Cook	 	 
	Date:

	 	 	 	 	 	 	 	 	 	CEVP-CLO and Corporate Secretary	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 





 









 





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.

2008 Omnibus 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 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 Effective 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. 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.



     (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 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.



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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 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 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 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



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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. 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 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 4.3 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 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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