Exhibit 10.3


 


NON-COMPETITION AGREEMENT


 


THIS NON-COMPETITION
AGREEMENT (the “Agreement”) is made and entered into this 27th day of
January 2004, by and between Sanchez Computer Associates, Inc., a
Pennsylvania corporation (the “Company”), Fidelity Information Services, Inc.,
an Arkansas corporation (“FIS”) and their respective successors and assigns
(hereinafter collectively referred to as “Company”) and Joseph R.
Waterman, an individual (“Employee”).


 


R E C I T A L S


 


WHEREAS, Fidelity National
Financial, Inc., a Delaware corporation (“FNF”) and the parent of FIS, and the
Company have entered into that certain Merger Agreement, dated as of
January 27, 2004 (the “Merger Agreement”), pursuant to which FIS
will acquire all of the capital stock of the Company;


 


WHEREAS, a condition to
close the transactions contemplated by the Merger Agreement is the execution of
this Agreement by and between the Company and Employee; and


 


WHEREAS, the Company is in
the business of developing and marketing scalable and integrated software and
services that provide banking, customer integration, wealth management and
outsourcing solutions for the banking industry (“Company’s Business”).


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants and agreements set forth
herein, the receipt and sufficiency of which are hereby acknowledged, the
Company and Employee, intending to be legally bound, hereby agree as follows.


 


A G R E E M E N T


 


1.                                       Term.  The
term of this Agreement shall commence on the date the transaction contemplated
by the Merger Agreement is consummated (the “Commencement Date”).


 


2.                                       Compensation for
Non-Competition and Non-Solicitation.  If Employee’s employment with the Company
terminates for any reason after the Commencement Date, other than death or
total and permanent disability, the Company shall pay Employee payments for
Employee’s non-competition and non-solicitation agreement set forth in
Section 3, of $500,000, payable over the two-year period following such
termination of employment, in substantially equal installments on a regular
basis commencing with the payroll date next following Employee’s termination of
employment, in accordance with the Company’s generally applicable payroll
procedures and policies, as established from time to time; provided that, upon
90 days’ prior written notice to Employee, the Company may cease making further
installment payments to Employee, but only if the Company, in accordance with
Section 4.2, waives all of Employee’s remaining obligations under the Agreement,
effective no later than the date installment payments cease.


 


3.                                       Non-Competition and
Non-Solicitation.  Unless Employee receives the Company’s
advance written waiver as described in Section 4.2 below, if Employee’s
employment with the Company terminates for any reason other than death or total
and permanent disability after the Commencement Date, for a period of two (2)
years after the termination of Employee’s employment with the Company, Employee
shall not, either directly or indirectly through a


 

















 


third party, either on
Employee’s own behalf or on behalf of another person, engage in or assist
others in the following activities:


 


3.1                                 Soliciting, recruiting or hiring to work, any
person employed by the Company or employed by the Company at any time during
the twelve (12) months immediately prior to Employee’s termination of
employment with the Company;


 


3.2                                 Soliciting, diverting or appropriating any
business which competes with the Company’s Business from any of the Company’s
Customers or Prospective Customers with which Employee has had Material Contact
during Employee’s employment with the Company. 
For the purposes of this provision, “Material Contact” shall
mean:  (i) contact between Employee and
each Customer or Prospective Customer in an effort to further the Company’s
Business; or (ii) supervision/management of contact between subordinate
employees and each Customer or Prospective Customer.  For purposes of this provision, “Customers” shall mean
persons either currently doing business with the Company or to which the
Company provided services during the twelve (12) month period prior to
Employee’s termination of employment from the Company, and “Prospective
Customers” shall mean specific persons from which the Company has actively
solicited business within the six (6) month period prior to Employee’s
termination of employment from the Company.


 


3.3                                 Entering into, engaging in, being employed
by, or consulting for, any person which competes with the Company’s Business,
in a capacity performing functions similar to those performed by Employee for
the Company in any country where the Company conducts business.  This provision shall not restrict Employee
from owning a passive investment interest of less than 5% of the outstanding
equity ownership or shares in an organization represented by securities
publicly traded on a recognized national securities exchange or the NASDAQ
National Market System.


 


4.                                       Remedies for Breach of
Restrictive Covenants.


 


4.1                                 The parties to this Agreement recognize that
irreparable harm would result from any breach by Employee of Section 3 of
this Agreement and that monetary damages alone would not provide adequate
relief for any such breach. 
Accordingly, in addition to any other remedy which may be available to
the Company, if Employee breaches a restrictive covenant in this Agreement, the
parties acknowledge that injunctive relief in favor of the Company is proper.


 


4.2                                 A waiver of any of Employee’s obligations
under this Agreement shall be ineffective unless it is set forth in writing and
signed by the Chairman of the Board of FIS.


 


4.3                                 If a court of competent jurisdiction
determines that any of the restrictions in this Agreement are overbroad, the
parties agree that such term shall be deemed modified to permit enforcement to
the maximum extent allowed by law.


 


4.4                                 If Employee breaches a covenant containing a
specified term, the term shall be extended by the period of time between
Employee’s termination of employment with the Company and the date a court of
competent jurisdiction enters an injunction restraining further breach of the
covenant.


 


5.                                       Successors.  The
Company’s rights and obligations under this Agreement shall inure to the
benefit of and be binding upon the Company’s successors and assigns.  Any


 


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successor or assignee of the
Company is authorized to enforce the restrictive covenants herein as if the
name of such successor or assignee replaced the Company throughout this
Agreement.  This Agreement shall inure
to the benefit of and be enforceable by Employee’s personal and legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.  If Employee
should die while any amounts are still payable to Employee hereunder, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to Employee’s devisee, legatee, or other designee or,
if there be no such designee, to Employee’s estate.


 


6.                                       Miscellaneous.


 


6.1                                 Governing Law.  This
Agreement is made under and shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania.


 


6.2                                 Entire Agreement.  This
Agreement contains the entire agreement of the parties relating to the subject
matter hereof and thereof and supersedes all prior agreements and
understandings with respect to such subject matter (including any prior
agreements between Employee and the Company), which prior agreements are hereby
null and void and of no further effect. 
The parties hereto have made no agreements, representations or
warranties relating to the subject matter of this Agreement which are not set
forth herein.  The recitals set forth
herein are true and correct and hereby made a representations under this
Agreement.


 


6.3                                 Withholding Taxes.  The
Company may withhold from any salary and benefits payable under this Agreement
all federal, state, city or other taxes or amounts as shall be required to be
withheld pursuant to any law or governmental regulation or ruling.


 


6.4                                 Amendments.  No
amendment or modification of this Agreement shall be deemed effective unless
made in writing signed by Employee and by the Chairman of the Board of FIS.


 


6.5                                 No Waiver.  No
term or condition of this Agreement shall be deemed to have been waived nor shall
there be any estoppel to enforce any provisions of this Agreement, except by a
statement in writing signed by Employee or by the Chairman of the Board of FIS,
as applicable.  Any written waiver shall
not be deemed a continuing waiver unless specifically stated, shall operate
only as to the specific term or condition waived and shall not constitute a
waiver of such term or condition for the future or as to any act other than
that specifically waived.


 


6.6                                 Severability. 
Subject to Section 4.3, to the extent any provision(s) of this
Agreement is found to be invalid or unenforceable, the remainder of such
provision(s) and of this Agreement shall be unaffected and shall continue in
full force and effect.


 


6.7                                 Counterpart Execution.  This
Agreement may be executed by facsimile and in counterparts, each of which shall
be deemed an original and all of which when taken together shall constitute but
one and the same instrument.


 


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IN WITNESS WHEREOF, the
parties have executed this Agreement as of the day and year set forth above.


 


	
   

  	
  Joseph R.
  Waterman

  
	
   

  	
   

  
	
   

  	
  /s/ Joseph R. Waterman

  	
   

  
	
   

  	
   

  
	
   

  	
  Sanchez
  Computer Associates, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Frank R. Sanchez

  	
   

  
	
   

  	
  Its:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Fidelity
  Information Services, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William P. Foley, II

  	
   

  
	
   

  	
  Its:

  	
  Chairman and Chief
  Executive Officer

  
						



 


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