exv10w22






Exhibit 10.22




AMENDED AND RESTATED

EMPLOYMENT AGREEMENT




     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of
January 1, 2010 (the “Effective Date”), by and between FIDELITY NATIONAL FINANCIAL, INC., a
Delaware corporation (the “Company”), and MICHAEL L. GRAVELLE (the “Employee”). In consideration
of the mutual covenants and agreements set forth herein, the parties agree as follows:



     1. Purpose. This Agreement amends and restates, in its entirety, the obligations of
the parties under the agreement between the Company and the Employee, dated as of October 24, 2006,
as amended by that certain Amended and Restated Employment Agreement dated as of July 2, 2008 (the
“Prior Agreement”). The purpose of this Agreement is to recognize the Employee’s significant
contributions to the overall financial performance and success of the Company and to provide a
single, integrated document which shall provide the basis for the Employee’s continued employment
by the Company.



     2. Employment and Duties. Subject to the terms and conditions of this Agreement, the
Company agrees to continue to employ the Employee to serve in an executive capacity as Executive
Vice President, General Counsel and Corporate Secretary. The Employee accepts such continued
employment and agrees to undertake and discharge the duties, functions and responsibilities
commensurate with the aforesaid position and such other duties, functions and responsibilities as
may be prescribed from time to time by the Chief Executive Officer (the “CEO”) or the Chairman of
the Board of Directors of the Company. Except as expressly provided in Subsection 13(c), the
Employee shall devote approximately half of his business time, attention and effort to the
performance of his duties hereunder and, except has described below, shall not engage in any
business, profession or occupation, for compensation or otherwise without the express written
consent of the CEO, other than personal, personal investment, charitable, or civic activities or
other matters that do not conflict with the Employee’s duties. The Company acknowledges and agrees
that Employee is now and may continue to serve as an officer of Fidelity National Information
Services, Inc. and other non-competitor companies.



     3. Term. The term of this Agreement shall commence on the Effective Date and shall
continue for a period of three (3) years ending on the third anniversary of the Effective Date or,
if later, ending on the last day of any extension made pursuant to the next sentence, subject to
prior termination as set forth in Section 8 (such term, including any extensions pursuant to the
next sentence (the “Employment Term”). The Employment Term shall be extended automatically for one
(1) additional year on the first anniversary of the Effective Date and for an additional year each
anniversary thereafter unless and until either party gives written notice to the other not to
extend the Employment Term before such extension would be effectuated. Notwithstanding any
termination of the Employment Term or the Employee’s employment, the Employee and the Company agree that Sections 8 through 28 shall remain in effect until all
parties’ obligations and benefits are satisfied thereunder.



     4. Salary. During the Employment Term, the Company shall pay the Employee a base
salary at an annual rate, before deducting all applicable withholdings, of no less than



 









 




$230,000 per year, payable at the time and in the manner dictated by the Company’s standard payroll
policies. Such minimum annual base salary may be periodically reviewed and increased (but not
decreased without the Employee’s express written consent) at the discretion of the Compensation
Committee of the Board of Directors (the “Committee”) to reflect, among other matters, cost of
living increases and performance results (such annual base salary, including any increases pursuant
to this Section 4, the “Annual Base Salary”).




     5. Other Compensation and Fringe Benefits. In addition to any executive bonus,
pension, deferred compensation and long-term incentive plans which the Company or an affiliate of
the Company may from time to time make available to the Employee, the Employee shall be entitled to
the following during the Employment Term:




	 	(a)	 	the standard Company benefits enjoyed by provided by Company to executives with
the same corporate title (i.e., Executive Vice President);
	 
	 	(b)	 	medical and other insurance coverage (for the Employee and any covered
dependents) provided by the Company;
	 
	 	(c)	 	eligibility to elect and purchase supplemental disability insurance sufficient
to provide two-thirds of the Employee’s pre-disability Annual Base Salary;
	 
	 	(d)	 	an annual incentive bonus opportunity under the Company’s annual incentive plan
(“Annual Bonus Plan”) for each calendar year included in the Employment Term, with such
opportunity to be earned based upon attainment of performance objectives established by
the Committee (“Annual Bonus”). The Employee’s target Annual Bonus under the Annual
Bonus Plan shall be no less than 100% of the Employee’s Annual Base Salary, with a
maximum of up to 200% of the Employee’s Annual Base Salary (collectively, the target
and maximum are referred to as the “Annual Bonus Opportunity”). The Employee’s Annual
Bonus Opportunity may be periodically reviewed and increased (but not decreased without
the Employee’s express written consent) at the discretion of the Committee. The Annual
Bonus shall be paid no later than the March 15th first following the
calendar year to which the Annual Bonus relates. Unless provided otherwise herein or
the Committee determines otherwise, no Annual Bonus shall be paid to the Employee
unless the Employee is employed by the Company, or an affiliate thereof, on the Annual
Bonus payment date; and
	 
	 	(e)	 	participation in the Company’s equity incentive plans and all other benefits
and incentive opportunities customarily provided by Company to executives with the same
corporate title (i.e., Executive Vice President).





     6. Vacation. For and during each calendar year within the Employment Term, the
Employee shall be entitled to reasonable paid vacation periods consistent with the Employee’s
position and in accordance with the Company’s standard policies, or as the Committee may approve.
In addition, the Employee shall be entitled to such holidays consistent with the Company’s standard
policies or as the Board of Directors (the “Board”) or the Committee may approve.



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     7. Expense Reimbursement. In addition to the compensation and benefits provided
herein, the Company shall, upon receipt of appropriate documentation, reimburse the Employee each
month for his reasonable travel, lodging, entertainment, promotion and other ordinary and necessary
business expenses to the extent such reimbursement is permitted under the Company’s expense
reimbursement policy.



     8. Termination of Employment. The Company or the Employee may terminate the
Employee’s employment at any time and for any reason in accordance with Subsection 8(a) below. The
Employment Term shall be deemed to have ended on the last day of the Employee’s employment. The
Employment Term shall terminate automatically upon the Employee’s death.




	 	(a)	 	Notice of Termination. Any purported termination of the Employee’s
employment (other than by reason of death) shall be communicated by written Notice of
Termination (as defined herein) from one party to the other in accordance with the
notice provisions contained in Section 25. For purposes of this Agreement, a “Notice
of Termination” shall mean a notice that indicates the Date of Termination (as that
term is defined in Subsection 8(b)) and, with respect to a termination due to
Disability (as that term is defined in Subsection 8(e)), Cause (as that term is defined
in Subsection 8(d)), or Good Reason (as that term is defined in Subsection 8(f)), sets
forth in reasonable detail the facts and circumstances that are alleged to provide a
basis for such termination. A Notice of Termination from the Company shall specify
whether the termination is with or without Cause or due to the Employee’s Disability.
A Notice of Termination from the Employee shall specify whether the termination is with
or without Good Reason.
	 
	 	(b)	 	Date of Termination. For purposes of this Agreement, “Date of
Termination” shall mean the date specified in the Notice of Termination (but in no
event shall such date be earlier than the thirtieth (30th) day following the
date the Notice of Termination is given) or the date of the Employee’s death.
Notwithstanding the foregoing, in no event shall the Date of Termination occur until
the Employee experiences a “separation of service” within the meaning of Code Section
409A (as defined in Section 28 of the Agreement), and notwithstanding anything
contained herein to the contrary, the date on which such separation from service takes
place shall be the “Date of Termination,” and all references herein to a “termination
of employment” (or words of similar meaning) shall mean a “separation of service”
within the meaning of Code Section 409A.
	 
	 	(c)	 	No Waiver. The failure to set forth any fact or circumstance in a
Notice of Termination, which fact or circumstance was not known to the party giving the
Notice of Termination when the notice was given, shall not constitute a waiver of the
right to assert such fact or circumstance in an attempt to enforce any right under or
provision of this Agreement.
	 
	 	(d)	 	Cause. For purposes of this Agreement, a termination for “Cause” means
a termination of the Employee’s employment by the Company based upon the Employee’s:
(i) persistent failure to perform duties consistent with a commercially





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	 	 	 	reasonable standard of care (other than due to a physical or mental impairment or due to an action
or inaction directed by the Company that would otherwise constitute Good Reason); (ii)
willful neglect of duties (other than due to a physical or mental impairment or due to
an action or inaction directed by the Company that would otherwise constitute Good
Reason); (iii) conviction of, or pleading nolo contendere to, criminal or other illegal
activities involving dishonesty or moral turpitude; (iv) material breach of this
Agreement; (v) material breach of the Company’s business policies, accounting practices
or standards of ethics; or (vi) failure to materially cooperate with or impeding an
investigation authorized by the Board. Provided, however, that the Employee shall have
been given a thirty (30) day period following the receipt by the Employee of the Notice
of Termination to cure any act or omission that constitutes Cause, if capable of cure,
prior to termination.
	 
	 	(e)	 	Disability. For purposes of this Agreement, a termination based upon
“Disability” means a termination by the Company based upon the Employee’s entitlement
to long-term disability benefits under the Company’s long-term disability plan or
policy, as the case may be, as in effect on the Date of Termination; provided,
however, that if the Employee is not a participant in the Company’s long-term
disability plan or policy on the Date of Termination, he shall still be considered
terminated based upon Disability if he would have been entitled to benefits under the
Company’s long-term disability plan or policy had he been a participant on his Date of
Termination.
	 
	 	(f)	 	Good Reason. For purposes of this Agreement, a termination for “Good
Reason” means a termination by Employee based upon the occurrence (without Employee’s
express written consent) of any of the following:






	 	(i)	 	a material adverse change in Employee’s position or title, or a
material diminution in Employee’s managerial authority, duties or
responsibilities or the conditions under which such duties or responsibilities
are performed (e.g., a material reduction in the number or scope of
department(s), functional group(s) or personnel over which Employee has
managerial authority);
	 
	 	(ii)	 	a material adverse change in the position to whom Employee
reports (e.g., CEO and Chairman), or a material diminution in the managerial
authority, duties or responsibilities of the person in that position;
	 
	 	(iii)	 	a material change in the geographic location of Employee’s
principal working location (currently, 601 Riverside Avenue, Jacksonville,
Florida), which Company has determined to be a relocation of more than
thirty-five (35) miles;
	 
	 	(iv)	 	a material diminution in Employee’s Annual Base Salary or
Annual Bonus Opportunity; or




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	 	(v)	 	a material breach by Company of any of its obligations under
this Agreement.






	 	(g)	 	Notwithstanding the foregoing, Employee being placed on a paid leave for up to
sixty (60) days pending a determination of whether there is a basis to terminate
Employee for Cause shall not constitute Good Reason. Employee’s continued employment
shall not constitute consent to, or a waiver of rights with respect to, any act or
failure to act constituting Good Reason hereunder; provided, however, that no such
event described above shall constitute Good Reason unless: (1) Employee gives Notice of
Termination to Company specifying the condition or event relied upon for such
termination within ninety (90) days of the initial existence of such event and (2)
Company fails to cure the condition or event constituting Good Reason within thirty
(30) days following receipt of Employee’s Notice of Termination.





     9. Obligations of the Company Upon Termination.




	 	(a)	 	Termination by the Company for a Reason Other than Cause, Death or
Disability and Termination by the Employee for Good Reason. If the Employee’s
employment is terminated by: (1) the Company for any reason other than Cause, Death or
Disability; or (2) the Employee for Good Reason:






	 	(i)	 	the Company shall pay the Employee the following (collectively,
the “Accrued Obligations”): (A) within five (5) business days after the Date of
Termination, any earned but unpaid Annual Base Salary; (B) within a reasonable
time following submission of all applicable documentation, any expense
reimbursement payments owed to the Employee for expenses incurred prior to the
Date of Termination; and (C) no later than March 15th of the year in
which the Date of Termination occurs, any earned but unpaid Annual Bonus
payments relating to the calendar year prior to the year in which the Date of
Termination occurs;
	 
	 	(ii)	 	the Company shall pay the Employee no later than March
15th of the calendar year following the year in which the Date of
Termination occurs, a prorated Annual Bonus based upon the actual Annual Bonus that would have
been earned by the Employee for the year in which the Date of Termination
occurs (based upon the target Annual Bonus Opportunity in the year in which
the Date of Termination occurred, or the prior year if no target Annual
Bonus Opportunity has yet been determined, and the actual satisfaction of
the applicable performance measures, but ignoring any requirement under the
Annual Bonus plan that the Employee must be employed on the payment date)
multiplied by the percentage of the calendar year completed before the Date
of Termination;
	 
	 	(iii)	 	the Company shall pay the Employee, no later than the
sixty-fifth (65th) calendar day after the Date of Termination, a
lump-sum payment equal to 200% of the sum of: (A) the Employee’s Annual Base
Salary in effect 




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	 	 	 	immediately prior to the Date of Termination (disregarding any reduction in Annual Base Salary to which the Employee did not expressly consent
in writing); and (B) the highest Annual Bonus paid to the Employee by the
Company within the three (3) years preceding his termination of employment or,
if higher, the target Annual Bonus Opportunity in the year in which the Date of
Termination occurs;
	 
	 	(iv)	 	all stock option, restricted stock and other equity-based
incentive awards granted by the Company that were outstanding but not vested as
of the Date of Termination shall become immediately vested and/or payable, as
the case may be, unless the equity incentive awards are based upon satisfaction
of performance criteria (not based solely on the passage of time); in which
case, they will only vest pursuant to their express terms, provided, however,
that any such equity awards that are vested pursuant to this provision and that
constitute a non-qualified deferred compensation arrangement within the meaning
of Code Section 409A shall be paid or settled on the earliest date coinciding
with or following the Date of Termination that does not result in a violation
of or penalties under Section 409A; and
	 
	 	(v)	 	the Company shall provide the Employee with certain continued
welfare benefits as follows:






	 	(a)	 	Any life insurance coverage provided by the
Company shall terminate at the same time as life insurance coverage
would normally terminate for any other employee that terminates
employment with the Company, and the Employee shall have the right to
convert that life insurance coverage to an individual policy under the
regular rules of the Company’s group policy. In addition, if the
Employee is covered under or receives life insurance coverage provided
by the Company on the Date of Termination, then within sixty-five (65)
days after the Date of Termination, the Company shall pay the Employee a lump sum cash payment equal to
thirty-six (36) monthly life insurance premiums based on the monthly
premiums that would be due assuming that the Employee had converted
his Company life insurance coverage that was in effect on the Notice
of Termination into an individual policy.
	 
	 	(b)	 	As long as the Employee pays the full monthly
premiums for COBRA coverage, the Company shall provide the Employee
and, as applicable, the Employee’s eligible dependents with continued
medical and dental coverage, on the same basis as provided to the
Company’s active executives and their dependents until the earlier of:
(i) three (3) years after the Date of Termination; or (ii) the date the
Employee is first eligible for medical and dental coverage (without
pre-existing condition limitations) with a subsequent employer. In
addition, within sixty-five (65) days after the Date 




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	 	 	 	of Termination, the Company shall pay the Employee a lump sum cash payment equal to
thirty-six (36) monthly medical and dental COBRA premiums based on the
level of coverage in effect for the Employee (e.g., employee only or
family coverage) on the Date of Termination.






	 	(b)	 	Termination by the Company for Cause and by the Employee without Good
Reason. If the Employee’s employment is terminated (i) by the Company for Cause or
(ii) by the Employee without Good Reason, the Company’s only obligation under this
Agreement shall be payment of any Accrued Obligations.
	 
	 	(c)	 	Termination due to Death or Disability. If the Employee’s employment
is terminated due to death or Disability, the Company shall pay the Employee (or to the
Employee’s estate or personal representative in the case of death), within sixty-five
(65) days after the Date of Termination: (i) any Accrued Obligations. In addition, the
Company shall pay to Employee (or to the Employee’s estate or personal representative
in the case of death) no later than sixty-five (65) calendar days after the Date of
Termination a prorated Annual Bonus based upon the target Annual Bonus opportunity in
the year in which the Date of Termination occurred (or the prior year if no target
Annual Bonus Opportunity has yet been determined) multiplied by the percentage of the
calendar year completed before the Date of Termination, plus (ii) the unpaid portion of
the Annual Base Salary for the remainder of the Employment Term.
	 
	 	(d)	 	Six-Month Delay. To the extent the Employee is a “specified employee,”
as defined in Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended
(the “Code”) and the regulations and other guidance promulgated thereunder and any
elections made by the Company in accordance therewith, notwithstanding the timing of
payment provided in any other Section of this Agreement, no payment, distribution or
benefit under this Agreement that constitutes a distribution of deferred compensation (within the meaning of Treasury
Regulation Section 1.409A-1(b)) upon separation from service (within the meaning of
Treasury Regulation Section 1.409A-1(h)), after taking into account all available
exemptions, that would otherwise be payable, distributable or settled during the six
(6) month period after separation from service, will be made during such six (6)
month period, and any such payment, distribution or benefit will instead be paid on
the first business day after such six (6) month period, provided, however, that if
the Employee dies following the Date of Termination and prior to the payment,
distribution, settlement or provision of any payments, distributions or benefits
delayed on account of Code Section 409A, such payments, distributions or benefits
shall be paid or provided to the personal representative of the Employee’s estate
within 30 days after the date of Employee’s death.





     10. Excise Taxes. If any payments or benefits paid or provided or to be paid or
provided to the Employee or for Employee’s benefit pursuant to the terms of this Agreement or
otherwise in connection with, or arising out of, his employment with the Company or its



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subsidiaries or the termination thereof (a “Payment” and, collectively, the “Payments”) would be
subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then, Employee
may elect for such Payments to be reduced to one dollar less than the amount that would constitute
a “parachute payment” under Section 280G of the Code (the “Scaled Back Amount”). Any such election
must be in writing and delivered to the Company within thirty (30) days after the Date of
Termination. If Employee does not elect to have Payments reduced to the Scaled Back Amount,
Employee shall be responsible for payment of any Excise Tax resulting from the Payments and
Employee shall not be entitled to a gross-up payment under this Agreement or any other for such
Excise Tax. If the Payments are to be reduced, they shall be reduced in the following order of
priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii)
pro-rata among all remaining Payments and benefits. To the extent there is a question as to which
Payments within any of the foregoing categories are to be reduced first, the Payments that will
produce the greatest present value reduction in the Payments with the least reduction in economic
value provided to Employee shall be reduced first. Notwithstanding the order of priority of
reduction set forth above, the Employee may include in the Employee’s election for a Scaled Back
Amount a change to the order of such Payment reduction. The Company shall follow such revised
reduction order, if and only if, the Company, in its sole judgment, determines such change does not
violate the provisions of Code Section 409A.



     11. Non-Delegation of the Employee’s Rights. The obligations, rights and benefits of
the Employee hereunder are personal and may not be delegated, assigned or transferred in any manner
whatsoever, nor are such obligations, rights or benefits subject to involuntary alienation,
assignment or transfer.



     12. Confidential Information. The Employee acknowledges that he will occupy a
position of trust and confidence and will have access to and learn substantial information about
the Company and its affiliates and their operations that is confidential or not generally known in
the industry including, without limitation, information that relates to purchasing, sales, customers, marketing, and the financial positions and financing arrangements of the Company
and its affiliates. The Employee agrees that all such information is proprietary or confidential,
or constitutes trade secrets and is the sole property of the Company and/or its affiliates, as the
case may be. The Employee will keep confidential, and will not reproduce, copy or disclose to any
other person or firm, any such information or any documents or information relating to the
Company’s or its affiliates’ methods, processes, customers, accounts, analyses, systems, charts,
programs, procedures, correspondence or records, or any other documents used or owned by the
Company or any of its affiliates, nor will the Employee advise, discuss with or in any way assist
any other person, firm or entity in obtaining or learning about any of the items described in this
Section 12. Accordingly, the Employee agrees that during the Employment Term and at all times
thereafter he will not disclose, or permit or encourage anyone else to disclose, any such
information, nor will he utilize any such information, either alone or with others, outside the
scope of his duties and responsibilities with the Company and its affiliates.



     13. Non-Competition.




	 	(a)	 	During Employment Term. The Employee agrees that, during the
Employment Term, he will devote such business time, attention and energies reasonably
necessary to the diligent and faithful performance of the services to the Company




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	 	 	 	and its affiliates, and he will not engage in any way whatsoever, directly or indirectly,
in any business that is a direct competitor with the Company’s or its affiliates’
principal business, nor solicit customers, suppliers or employees of the Company or
affiliates on behalf of, or in any other manner work for or assist any business which
is a direct competitor with the Company’s or its affiliates’ principal business. In
addition, during the Employment Term, the Employee will undertake no planning for or
organization of any business activity competitive with the work he performs as an
employee of the Company, and the Employee will not combine or conspire with any other
employee of the Company or any other person for the purpose of organizing any such
competitive business activity.
	 
	 	(b)	 	After Employment Term. The parties acknowledge that the Employee will
acquire substantial knowledge and information concerning the business of the Company
and its affiliates as a result of his employment. The parties further acknowledge that
the scope of business in which the Company and its affiliates are engaged as of the
Effective Date is national and very competitive and one in which few companies can
successfully compete. Competition by the Employee in that business after the
Employment Term would severely injure the Company and its affiliates. Accordingly, for
a period of one (1) year after the Employee’s employment terminates for any reason
whatsoever, except as otherwise stated herein below, the Employee agrees: (i) not to
become an employee, consultant, advisor, principal, partner or substantial shareholder
of any firm or business that directly competes with the Company or its affiliates in
their principal products and markets; and (ii), on behalf of any such competitive firm
or business, not to solicit any person or business that was at the time of such
termination and remains a customer or prospective customer, a supplier or prospective
supplier, or an employee of the Company or an affiliate. Notwithstanding any of the foregoing
provisions to the contrary, the Employee shall not be subject to the restrictions
set forth in this Subsection 13(b) if the Employee’s employment is terminated by the
Company without Cause.
	 
	 	(c)	 	Exclusion. Working, directly or indirectly, for any of the following
entities shall not be considered competitive to the Company or its affiliates for the
purpose of this Section 13: (i) Fidelity National Information Services, Inc., its
affiliates or their successors; or (ii) the Company, its affiliates or their successors
if this Agreement is assumed by a third party as contemplated in Section 21.





     14. Return of Company Documents. Upon termination of the Employment Term, the
Employee shall return immediately to the Company all records and documents of or pertaining to the
Company or its affiliates and shall not make or retain any copy or extract of any such record or
document, or any other property of the Company or its affiliates.



     15. Improvements and Inventions. Any and all improvements or inventions that the
Employee may make or participate in during the Employment Term, unless wholly unrelated to the
business of the Company and its affiliates and not produced within the scope of the Employee’s
employment hereunder, shall be the sole and exclusive property of the Company. The Employee shall,
whenever requested by the Company, execute and deliver any and all



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documents that the Company deems appropriate in order to apply for and obtain patents or copyrights in improvements or inventions or
in order to assign and/or convey to the Company the sole and exclusive right, title and interest in
and to such improvements, inventions, patents, copyrights or applications.



     16. Actions. The parties agree and acknowledge that the rights conveyed by this
Agreement are of a unique and special nature and that the Company will not have an adequate remedy
at law in the event of a failure by the Employee to abide by its terms and conditions, nor will
money damages adequately compensate for such injury. Therefore, it is agreed between and hereby
acknowledged by the parties that, in the event of a breach by the Employee of any of the
obligations of this Agreement, the Company shall have the right, among other rights, to damages
sustained thereby and to obtain an injunction or decree of specific performance from any court of
competent jurisdiction to restrain or compel the Employee to perform as agreed herein. Nothing
herein shall in any way limit or exclude any other right granted by law or equity to the Company.



     17. Release. Notwithstanding any provision herein to the contrary, the Company may
require that, prior to payment of any amount or provision of any benefit under Section 9 (other
than due to the Employee’s death), the Employee shall have executed a complete release of the
Company and its affiliates and related parties in such form as is reasonably required by the
Company, and any waiting periods contained in such release shall have expired; provided,
however, that such release shall not apply to the Employee’s rights under the benefit plans
and programs of the Company and its affiliates, which rights shall be determined in accordance with
the terms of such plans and programs. With respect to any release required to receive payments owed pursuant to Section 9, the Company must provide the Employee with the form of release no
later than seven (7) days after the Date of Termination and the release must be signed by the
Employee and returned to the Company, unchanged, effective and irrevocable, no later than sixty
(60) days after the Date of Termination.



     18. No Mitigation. The Company agrees that, if the Employee’s employment hereunder is
terminated during the Employment Term, the Employee is not required to seek other employment or to
attempt in any way to reduce any amounts payable to the Employee by the Company hereunder.
Further, the amount of any payment or benefit provided for hereunder (other than pursuant to
Subsection 9(a)(v) hereof) shall not be reduced by any compensation earned by the Employee as the
result of employment by another employer, by retirement benefits or otherwise.



     19. Entire Agreement and Amendment. This Agreement embodies the entire agreement and
understanding of the parties hereto in respect of the subject matter of this Agreement, and
supersedes and replaces all prior agreements, understandings and commitments with respect to such
subject matter, including without limitation the Prior Agreement. This Agreement may be amended
only by a written document signed by both parties to this Agreement.



     20. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Florida, excluding any conflicts or choice of law rule or principle
that might otherwise refer construction or interpretation of this Agreement to the



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substantive law of another jurisdiction. Any litigation pertaining to this Agreement shall be adjudicated in courts
located in Duval County, Florida.



     21. Successors. This Agreement may not be assigned by the Employee. In addition to
any obligations imposed by law upon any successor to the Company, the Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the stock, business and/or assets of the Company, to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. Failure of the Company to obtain
such assumption by a successor shall be a material breach of this Agreement. The Employee agrees
and consents to any such assumption by a successor of the Company, as well as any assignment of
this Agreement by the Company for that purpose. As used in this Agreement, “Company” shall mean
the Company as herein before defined as well as any such successor that expressly assumes this
Agreement or otherwise becomes bound by all of its terms and provisions by operation of law. This
Agreement shall be binding upon and inure to the benefit of the parties and their permitted
successors or assigns.



     22. Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument.



     23. Attorneys’ Fees. If any party finds it necessary to employ legal counsel or to
bring an action at law or other proceedings against the other party to interpret or enforce any of the terms hereof, the party prevailing in any such action or other proceeding shall be
promptly paid by the other party its reasonable legal fees, court costs, litigation expenses, all
as determined by the court and not a jury, and such payment shall be made by the non-prevailing
party no later than the end of the Employee’s tax year following the Employee’s tax year in which
the payment amount becomes known and payable; provided, however, that following the
Employee’s termination of employment with the Company, if any party finds it necessary to employ
legal counsel or to bring an action at law or other proceedings against the other party to
interpret or enforce any of the terms hereof, the Company shall pay (on an ongoing basis) to the
Employee to the fullest extent permitted by law, all legal fees, court costs and litigation
expenses reasonably incurred by the Employee or others on his behalf (such amounts collectively
referred to as the “Reimbursed Amounts”); provided, further, that the Employee shall reimburse the
Company for the Reimbursed Amounts if it is determined that a majority of the Employee’s claims or
defenses were frivolous or without merit. Requests for payment of Reimbursed Amounts, together
with all documents required by the Company to substantiate them, must be submitted to the Company
no later than ninety (90) days after the expense was incurred. The Reimbursed Amounts shall be
paid by the Company within ninety (90) days after receiving the request and all substantiating
documents requested from the Employee. The payment of Reimbursed Amounts during the Employee’s tax
year will not impact the Reimbursed Amounts for any other taxable year. The rights under this
Section 23 shall survive the termination of employment and this Agreement until the expiration of
the applicable statute of limitations.



     24. Severability. If any section, subsection or provision hereof is found for any
reason whatsoever to be invalid or inoperative, that section, subsection or provision shall be
deemed severable and shall not affect the force and validity of any other provision of this



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Agreement. If any covenant herein is determined by a court to be overly broad thereby making the
covenant unenforceable, the parties agree and it is their desire that such court shall substitute a
reasonable judicially enforceable limitation in place of the offensive part of the covenant and
that as so modified the covenant shall be as fully enforceable as if set forth herein by the
parties themselves in the modified form. The covenants of the Employee in this Agreement shall
each be construed as an agreement independent of any other provision in this Agreement, and the
existence of any claim or cause of action of the Employee against the Company, whether predicated
on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of
the covenants in this Agreement.



     25. Notices. Any notice, request, or instruction to be given hereunder shall be in
writing and shall be deemed given when personally delivered or three (3) days after being sent by
United States Certified Mail, postage prepaid, with Return Receipt Requested, to the parties at
their respective addresses set forth below:


To the Company:



Fidelity National Financial, Inc.

601 Riverside Avenue

Jacksonville, FL 32204

Attention: Chief Executive Officer



To the Employee:



Michael L. Gravelle

601 Riverside Ave

Jacksonville, FL 32204




     26. Waiver of Breach. The waiver by any party of any provisions of this
Agreement shall not operate or be construed as a waiver of any prior or subsequent breach by the
other party.



     27. Tax Withholding. The Company or an affiliate may deduct from all compensation and
benefits payable under this Agreement any taxes or withholdings the Company is required to deduct
pursuant to state, federal or local laws.



     28. Code Section 409A. To the extent applicable, it is intended that this Agreement
and any payment made hereunder shall comply with the requirements of Section 409A of the Code, or
an exemption or exclusion therefrom 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
(“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be
construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on
the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any
payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in
the least restrictive manner necessary to comply with Code Section 409A, which amendment may be
retroactive to the extent permitted by Code Section 409A. Each payment under this Agreement shall
be treated as a separate payment for purposes of Code Section 409A.



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In no event may Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement.
All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in
accordance with the requirements of Code Section 409A, including, without limitation, that (i) in
no event shall reimbursements by the Company under this Agreement be made later than the end of the
calendar year next following the calendar year in which the applicable fees and expenses were
incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in
any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay
or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or
provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the
Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later
than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to
consult with an attorney and any other advisors of Employee’s choice prior to executing this
Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not
relied upon any representation or statement made by any agent or representative of Company or its
affiliates that is not expressly set forth in this Agreement, including, without limitation, any
representation with respect to the consequences or characterization (including for purpose of tax
withholding and reporting) of the payment of any compensation or benefits hereunder under Section
409A of the Code and any similar sections of state tax law.



     IN WITNESS WHEREOF the parties have executed this Agreement to be effective as of the date
first set forth above.



	 	 	 	 	 
	 	FIDELITY NATIONAL FINANCIAL, INC.

 	 
	 	By:  	/s/
William P. Foley, II 	 
	 	 	Its: 	Executive Chairman of the Board 	 
	 	 	 	 
	 
	 	 	 	 
	 	MICHAEL L. GRAVELLE 	 
	 	 	 	 
	 	/s/
Michael L. Gravelle 	 
	 




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