EX-10.5






Exhibit 10.5




AMENDED AND RESTATED

EMPLOYEE MATTERS AGREEMENT



This AMENDED AND RESTATED EMPLOYEE MATTERS AGREEMENT
(the “Agreement”) is made and
entered into as of July 2, 2008 by and between FIDELITY NATIONAL INFORMATION SERVICES, INC., a
Georgia corporation (“FIS”), and LENDER PROCESSING SERVICES, INC., a Delaware corporation
(“LPS” and together with FIS, the “Parties” and individually, a “Party”).
This Agreement amends and restates, in its entirety, the obligations of the parties under the
Employee Matters Agreement between the Parties, dated as of June 13, 2008 (the “Prior Agreement”).
Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in
the Contribution and Distribution Agreement between the Parties, dated as of June 13, 2008 (the
“Contribution Agreement”).



RECITALS:




     WHEREAS, upon the effectiveness of the information statement relating to the distribution of
certain shares of common stock of LPS to the FIS stockholders (the “Distribution”), LPS
will no longer be a wholly owned subsidiary of FIS; and



     WHEREAS, all FIS employees whose functions or responsibilities primarily relate to the
Transferred Business shall be transferred to LPS on the Asset Contribution Date and thereafter,
such employees shall be employees of LPS; and



     WHEREAS, the Parties hereto wish to set forth their agreement as to certain matters regarding
the treatment of, and the compensation and employee benefits provided to, employees of the LPS
Group after the consummation of the Distribution.



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions set
forth below, the Parties hereby agree with legal and binding effect as follows:



ARTICLE I

DEFINITIONS




     The following terms, as used herein, shall have the following meanings:



     “Affiliate” means, with respect to any specified Person, a Person that directly, or indirectly
through one or more intermediaries, controls, is controlled by, or is under common control with,
such specified Person. For purposes of this Agreement, the term “control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and
policies of an entity, whether through ownership of voting securities, by contract or otherwise.



     “Agreement” has the meaning set forth in the preamble of this Agreement.



     “Code” means the Internal Revenue Code of 1986, as amended, and the regulations thereunder.



     “Contribution Agreement” has the meaning set forth in the preamble of this Agreement.



     “Dispute” is defined in Section 4.4 herein.



     “Distribution” has the meaning set forth in the recitals of this Agreement.



 









 





     “Dual Employee” means any individual set forth on Schedule I under the heading “Dual
Employees.”



     “Effective Date” means the date of the Spin-off.



     “Employee Benefit Plan” means:


          (a) any plan, fund, or program that provides health, medical, surgical, hospital or dental
care or other welfare benefits, or benefits in the event of sickness, accident or disability, or
death benefits, apprenticeship or other training programs, or day care centers, scholarship funds,
or prepaid legal services;


          (b) any plan, fund, or program that provides retirement income to employees or results in a
deferral of income by employees for periods extending to the termination of covered employment or
beyond;


          (c) any plan, fund or program that provides severance, unemployment, vacation or fringe
benefits (including dependent and health care accounts);


          (d) any incentive compensation plan, deferred compensation plan, stock option or stock-based
incentive or compensation plan, or stock purchase plan; or


          (e) any other “employee pension benefit plan” (as defined in Section 3(2) of ERISA), any
other “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and any other written
or oral plan, agreement or arrangement involving direct or indirect compensation including, without
limitation, insurance coverage, severance benefits, disability benefits, fringe benefits, pension
or retirement plans, profit sharing, deferred compensation, bonuses, stock options, stock purchase,
phantom stock, stock appreciation or other forms of incentive compensation or post-retirement
compensation.



     “Employees” means U.S. Employees and Non-U.S. Employees.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the
regulations thereunder.



     “FIS” has the meaning set forth in the preamble to this Agreement.



     “FIS 401(k) Plan” means the Fidelity National Information Services, Inc. 401(k) Profit Sharing
Plan, as may be amended from time to time.



     “FIS Annual Incentive Plan” is defined in Section 2.7 herein.



     “FIS Common Stock” means a share of common stock, $0.01 par value per share, of FIS.



     “FIS Deferred Compensation Plan” is defined in Section 2.6(a) herein.



     “FIS ESPP” means the Fidelity National Information Services, Inc. Employee Stock Purchase
Plan, as may be amended from time to time.



     “FIS Flex Plans” is defined in Section 2.3 herein.



2









 





     “FIS Group” means FIS, the FIS Subsidiaries and each Person that is an Affiliate of FIS (other
than LPS or any LPS Group Member) immediately after the Effective Date.



     “FIS Health Plans” is defined in Section 2.2 herein.



     “FIS Option” is defined in Section 3.1(b) herein.



     “FIS Restricted Share” means an unvested restricted share of FIS common stock issued pursuant
to an Employee Benefit Plan maintained by the FIS Group.



     “FIS Stock Account” is defined in Section 2.1(d) herein.



     “FIS Welfare Plan” is defined in Section 2.4 herein.



     “Group Member” means either a member of the LPS Group or a member of the FIS Group, as the
context requires.



     “Interim Period” is defined in Section 2.1(f) herein.



     “LPS” has the meaning set forth in the preamble to this Agreement.



     “LPS 401(k) Plan” is defined in Section 2.1(a) herein.



     “LPS Annual Incentive Plan” is defined in Section 2.7 herein.



     “LPS Common Stock” means a share of common stock, $0.0001 par value per share, of LPS.



     “LPS Conversion Ratio” shall equal the closing price of a share of FIS Common Stock on the New
York Stock Exchange on the Effective Date, taking into account any adjustments necessary to reflect
the when-issued closing price of a share of LPS Common Stock on the Effective Date and the
ex-dividend closing price of a share of FIS Common Stock on the Effective Date, divided by the
when-issued closing price of a share of LPS Common Stock on the New York Stock Exchange on the
Effective Date.



     “LPS Deferred Compensation Plan” is defined in Section 2.6(a).



     “LPS Director” means any individual who will serve as a director of an LPS Group Member on the
first day immediately following the Effective Date and who will not also serve as a director of the
FIS Group on such date.



     “LPS ESPP” is defined in Section 3.3(a) herein.



     “LPS ESPP FIS Stock Account” is defined in Section 3.3(c) herein.



     “LPS Flex Plans” is defined in Section 2.3 herein.



     “LPS Group” means LPS, the LPS Subsidiaries and each Person that LPS controls, directly or
indirectly, immediately after the Effective Date.



     “LPS Group Member” means a member of the LPS Group.



     “LPS Health Plans” is defined in Section 2.2 herein.



3









 





     “LPS Restricted Shares” is defined in Section 3.2(a) herein.



     “LPS Welfare Plan” is defined in Section 2.4 herein.



     “Non-U.S. Employee” means an employee of LPS or any LPS Group Member on a non-U.S. payroll.



     “Party” and “Parties” have the meanings set forth in the preamble to this Agreement.



     “Person” means an individual, a partnership, a corporation, a limited liability company, an
association, a joint stock company, a trust, a joint venture, an unincorporated organization and a
governmental entity or any department, agency, or political subdivision thereof.



     “Spin-off” has the meaning set forth in the Contribution Agreement.



     “Subsidiaries” means with respect to any specified Person, any corporation or other legal
entity of which such Person controls or owns, directly or indirectly, more than fifty percent (50%)
of the stock or other equity interest entitled to vote on the election of the members to the board
of directors or similar governing body.



     “Transfer Date” means, with respect to each of the following, the date as soon as practicable
after the quarter ending June 30, 2008 when FIS shall cause the Transferred Employees’ accounts, if
any, under (a) the FIS 401(k) Plan to be transferred to the LPS 401(k) Plan; (b) the FIS Flex Plans
to be transferred to the LPS Flex Plans; (c) the FIS ESPP to be transferred to the LPS ESPP; and
(d) the FIS Deferred Compensation Plan to be transferred to the LPS Deferred Compensation Plan.



     “Transferred Employee” means an individual who is an employee of LPS or any LPS Group Member
on the first day immediately following the Asset Contribution Date and who is not also an employee
of the FIS Group on such date.



     “Transition Period” means the period commencing on the Effective Date and continuing until
December 31, 2008.



     “U.S. Employee” means an employee of LPS or any LPS Group Member on a U.S. payroll.



ARTICLE II

EMPLOYEE MATTERS




     Section 2.1 401(k) Plan.


          (a) Effective on or before the Effective Date, LPS shall adopt, or cause the applicable LPS
Group Member to adopt, a 401(k) plan and related trust which are intended to be tax-qualified under
Code Section 401(a) and to be exempt from taxation under Code Section 501(a)(1) (collectively, the
“LPS 401(k) Plan”) under which Employees shall be eligible to participate on substantially
similar terms and conditions as were applicable under the FIS 401(k) Plan immediately prior to the
Effective Date. The Transferred Employees shall be eligible to participate in the LPS 401(k) Plan
on the Effective Date.


          (b) On the Transfer Date, FIS shall cause the accounts, if any, of any Transferred Employee
who is employed by LPS or an LPS Group Member immediately prior to the Transfer Date, their
beneficiaries and their respective alternate payees, if any, under the FIS 401(k) Plan



4









 







to be transferred to the LPS 401(k) Plan, and LPS shall cause such transferred accounts to be
accepted by the LPS 401(k) Plan in accordance with Section 414(l) of the Code, to the extent
applicable. Any outstanding Transferred Employee loan balances under the FIS 401(k) Plan shall
also be transferred with the underlying accounts.


          (c) Such transfer shall include credit for any FIS employer matching contributions allocable
for the period ending on the last day such Transferred Employees participate in the FIS 401(k)
Plan, it being understood that no condition exists that such Transferred Employees be employed by a
participating employer on any other date to be eligible for such allocation.


          (d) The transfer of such accounts shall be made in cash, interests in mutual funds, securities
or other property or in a combination thereof, as the Parties may agree; provided,
however, that, (1) to the extent practicable, the transferred accounts shall be reinvested
initially in investments under the LPS 401(k) Plan that are comparable to the investments in which
such accounts were invested immediately before the Transfer Date and (2) the portions of the
transferred accounts invested in FIS common stock shall be transferred in-kind to an account for
FIS common stock in the LPS 401(k) Plan (the “FIS Stock Account”). LPS shall indemnify and
hold harmless FIS for any liability arising from, or related to, the transfer contemplated by the
foregoing provisions of this Section 2.1.


          (e) The FIS Stock Accounts shall be frozen immediately after the transfer so that
contributions may not be allocated to, or transferred into, the FIS Stock Accounts after the
transfer; provided, however, that participants in the LPS 401(k) Plan with FIS
Stock Accounts may diversify out of their FIS Stock Accounts at any time.


          (f) During the period commencing on the Effective Date and continuing until immediately before
the Transfer Date (the “Interim Period”), LPS shall use commercially reasonable efforts to
furnish, or cause to be furnished, to FIS such information as is reasonably necessary for FIS to
properly administer during the Interim Period the Transferred Employees’ accounts under the FIS
401(k) Plan and maintain records accurately with respect thereto, including, without limitation,
informing FIS of any employment terminations of Transferred Employees occurring during the Interim
Period. 


          (g) The Transferred Employees shall, effective as of the Effective Date, cease to be eligible
to participate in, and to have any further payroll deductions withheld pursuant to, the FIS 401(k)
Plan. LPS shall be obligated to make to the LPS 401(k) Plan any employer matching contributions
that become payable to the Transferred Employees on or after the Effective Date in accordance with
the terms of the LPS 401(k) Plan.



     Section 2.2 Health and Dental Plans. Effective on or before the Effective Date, LPS
shall adopt, or cause the applicable LPS Group Member to adopt, medical and dental benefit plans
(collectively, the “LPS Health Plans”) under which Employees shall be eligible to
participate on substantially similar terms and conditions as were applicable under the FIS medical
and dental benefit plans (collectively, the “FIS Health Plans”) immediately prior to the
Effective Date. The Transferred Employees shall be eligible to participate in the LPS Health Plans
immediately after the Effective Date. The Transferred Employees shall, effective as of the
Effective Date, cease to be eligible to participate in, and to have any further payroll deductions
withheld pursuant to, the FIS Health Plans. Following the Effective Date, LPS shall, or shall
cause the applicable LPS Group Member to, waive limitations on eligibility, enrollment and benefits
relating to any preexisting medical conditions of the Transferred Employees and their eligible
dependents; provided, however, that such waiver of preexisting conditions shall not
extend to any condition that prevented a Transferred Employee’s, spouse’s or dependent’s coverage
under the FIS Health Plans as of the Effective Date. Following the Effective Date, LPS shall
recognize, or shall cause the applicable LPS Group Member to also recognize, for purposes of annual



5









 




deductible and out-of-pocket limits under the LPS Health Plans, deductible and out-of-pocket
expenses paid by Transferred Employees and their respective dependents under the FIS Health Plans
in the calendar year in which the Effective Date occurs to the extent that the Transferred
Employees participate in any such FIS Health Plans in such same calendar year.



     Section 2.3 Health and Dependent Care Flexible Spending Account Plans. Effective on
or before the Effective Date, LPS shall adopt, or cause the applicable LPS Group Member to adopt,
health and dependent care flexible spending account plans (the “LPS Flex Plans”) under
which eligible U.S. Employees shall be eligible to participate on substantially similar terms and
conditions as were applicable under the FIS health and dependent care flexible spending account
plans (the “FIS Flex Plans”) immediately prior to the Effective Date. The Transferred
Employees shall be eligible to participate in LPS Flex Plans on the Effective Date. The
Transferred Employees shall, effective as of the Effective Date, cease to be eligible to
participate in, and to have any further payroll deductions withheld pursuant to, the FIS Flex
Plans. The beginning balance in the LPS Flex Plans of each Transferred Employee who participated
in the FIS Flex Plans as of the Effective Date shall be the unused portion of the balance in the
FIS Flex Plans. On the Transfer Date, FIS shall transfer any unused amount in the FIS Flex Plans
(on behalf of any Transferred Employee who is employed by LPS or an LPS Group Member immediately
prior to the Transfer Date) to LPS and LPS shall credit such transferred amounts to its LPS Flex
Plans on behalf of such Transferred Employees. All claims for reimbursement after the Effective
Date, including those incurred before the Effective Date but not yet reimbursed from the FIS Flex
Plans, shall be submitted to the LPS Flex Plans. For avoidance of doubt, this transaction shall
not trigger a mid-year election change and the Transferred Employees’ salary reduction elections
under the FIS Flex Plans shall continue for the balance of the plan year under the LPS Flex Plans.
During the Interim Period, LPS shall use commercially reasonable efforts to furnish, or cause to be
furnished, to FIS such information as is reasonably necessary for FIS to properly administer during
the Interim Period the Transferred Employees’ accounts under the FIS Flex Plans and maintain
records accurately with respect thereto, including, without limitation, informing FIS of any
employment terminations of Transferred Employees occurring during the Interim Period.
LPS shall indemnify and hold harmless FIS for any liability arising from, or related to, the
transfer contemplated by the foregoing provisions of this Section 2.3.



     Section 2.4 Other Welfare Plans. Effective on or before the Effective Date, LPS shall
adopt, or cause the applicable LPS Group Member to adopt employee welfare benefit plans (as defined
in Section 3(1) of ERISA) not already described in Sections 2.2 and 2.3 above (collectively, the
“LPS Welfare Plans”) under which eligible Employees shall be eligible to participate on
substantially similar terms and conditions as were applicable under the employee welfare benefit
plans maintained by FIS for Employees immediately prior to the Effective Date (collectively, the
“FIS Welfare Plans”). The Transferred Employees shall be eligible to participate in the
LPS Welfare Plans on the Effective Date. The Transferred Employees shall, effective as of the
Effective Date, cease to be eligible to participate in, and to have any further payroll deductions
withheld pursuant to, the FIS Welfare Plans.



     Section 2.5 Credit for Service. To the extent that service is relevant for purposes
of eligibility and vesting (and, in order to calculate the amount of any vacation, sick days,
severance and similar benefits, but not for purposes of defined benefit pension benefit accruals)
under any retirement plan, employee benefit plan, program or arrangement established or maintained
by LPS or any LPS Group Member for the benefit of the Transferred Employees, such plan, program or
arrangement shall credit such Transferred Employees for service earned on and prior to the
Effective Date with FIS or any FIS Group Member or any of their respective predecessors in addition
to service earned with LPS or any LPS Group Member after the Effective Date, except to the extent
such (a) credit would result in an unintended duplication of benefits or (b) time period of service
is not otherwise credited to other participants covered under the applicable LPS Group plan,
program or arrangement.



6









 





     Section 2.6 Nonqualified Deferred Compensation Plans.


          (a) Effective on or before the Effective Date, LPS shall adopt, or cause the applicable LPS
Group Member to adopt, nonqualified deferred compensation plans (the “LPS Deferred Compensation
Plan”) under which specified U.S. Employees shall be eligible to participate on substantially
similar terms and conditions as were applicable under the deferred compensation plans maintained by
FIS for U.S. Employees immediately prior to the Effective Date (the “FIS Deferred Compensation
Plan”) and under which LPS was an adopting employer.


          (b) The eligible Transferred Employees shall be eligible to participate in the LPS Deferred
Compensation Plan on the Effective Date. The Transferred Employees shall, effective as of the
Effective Date, cease to be eligible to participate in, and to have any further payroll deductions
withheld pursuant to, the FIS Deferred Compensation Plan.


          (c) As of the Effective Date, (i) LPS shall cease to be an adopting employer of the FIS
Deferred Compensation Plan and (ii) FIS shall assign to LPS (or the applicable LPS Group Member),
and LPS (or the applicable LPS Group Member) shall assume, all obligations and liabilities of FIS
with respect to participating Transferred Employees under the FIS Deferred Compensation Plan who
are employed by LPS or an LPS Group Member immediately prior to the Transfer Date;
provided, however, that on the Transfer Date, FIS shall transfer, or cause to be
transferred, to LPS or the applicable LPS Group Member (or a rabbi trust established with respect
to the LPS Deferred Compensation Plan) cash or other assets equal to the aggregate value of the
liabilities attributable to such Transferred Employees under the FIS Deferred Compensation Plan as
of the Transfer Date. As of the Effective Date, FIS shall assign and transfer to LPS the life
insurance policy issued by Pacific Life Insurance Company and owned by FIS insuring the life of
Jeffrey S. Carbiener. LPS shall indemnify and hold harmless FIS for any liability arising from, or
related to, the transfer contemplated by the foregoing provisions of this Section 2.6.


          (d) During the Interim Period, LPS shall use commercially reasonable efforts to
furnish, or cause to be furnished, to FIS such information as is reasonably necessary for FIS to
properly administer during the Interim Period the Transferred Employees’ accounts under the FIS
Deferred Compensation Plan and maintain records accurately with respect thereto, including, without
limitation, informing FIS of any employment terminations of Transferred Employees occurring during
the Interim Period.


          (e) For avoidance of doubt, (i) this transaction shall not trigger a termination of employment
for the Transferred Employees who are employed by LPS or an LPS Group Member immediately prior to
the Effective Date and (ii) the deferral elections for such Transferred Employees shall continue
for the balance of the plan year under the LPS Deferred Compensation Plan.



     Section 2.7 Annual Incentive Plan. Effective on or before the Effective
Date, LPS shall adopt, or cause the applicable LPS Group Member to adopt, an annual incentive plan
(the “LPS Annual Incentive Plan”) under which Employees shall be eligible to participate on
substantially similar terms and conditions as were applicable under the annual incentive plan
maintained by FIS for Employees immediately prior to the Effective Date (the “FIS Annual
Incentive Plan”). Any Transferred Employees who participate in the FIS Annual Incentive Plan
prior to the Effective Date shall, effective as of the Effective Date, (a) cease to be eligible to
participate in the FIS Annual Incentive Plan and (b) be eligible to participate in the LPS Annual
Incentive Plan.



7









 





ARTICLE III

STOCK OPTIONS AND STOCK-BASED INCENTIVE COMPENSATION




     Section 3.1 Options.


      
    (a) Effective on or before the Effective Date, LPS shall adopt, or cause the applicable LPS
Group Member to adopt, an equity-based plan for the benefit of employees of the LPS Group.


        
  (b) On the Effective Date, each outstanding option to purchase FIS common stock (“FIS
Option”) held by Transferred Employees (who are employed by LPS or an LPS Group Member
immediately prior to the Effective Date) and LPS Directors shall, without any action on the part of
FIS or such holders, automatically be substituted by LPS insofar as they relate to FIS Options held
by such Transferred Employees and LPS Directors, and each FIS Option so substituted shall, without
any action on the part of LPS or the holder of such FIS Option, automatically become an option to
acquire, on the same terms and conditions as were applicable under the FIS Option immediately prior
to the Effective Date, a number of shares of LPS Common Stock determined as follows:



      
         (i) the number of shares of LPS Common Stock subject to each FIS Option substituted by LPS
shall be determined by multiplying the number of shares of FIS common stock that were subject to
such FIS Option immediately prior to the Effective Date by the LPS Conversion Ratio, and rounding
the resulting number down to the nearest whole number of shares of LPS Common Stock; and



       
        (ii) the per share exercise price for LPS Common Stock issuable upon exercise of each FIS
Option substituted by LPS shall be determined by dividing the per share exercise price of FIS
common stock subject to such FIS Option, as in effect immediately prior to the Effective Date, by
the LPS Conversion Ratio, and rounding the resulting exercise price to the nearest whole cent.


        
  (c) On the Effective Date, (i) one-third of the FIS Options held by Dual Employees shall be
converted to LPS options in accordance with Section 3.1(b) herein and (ii) two-thirds of the FIS
Options held by Dual Employees shall be adjusted in the same manner as FIS Options are adjusted for
FIS Employees who do not become LPS Employees.


       
   (d) Any restriction on the exercise of any FIS Option substituted by LPS shall continue in
full force and effect, and the term, exercisability, vesting schedule and other provisions of such
FIS Option shall otherwise remain unchanged as a result of the substitution of such FIS Option.



     Section 3.2 FIS
Restricted Stock.



       
   (a) On the Effective Date, FIS Restricted Shares held by Transferred Employees (who are
employed by LPS or an LPS Group Member immediately prior to the Effective Date) and LPS Directors
immediately prior to the Effective Date shall be substituted into the number of restricted shares
of LPS Common Stock (the “LPS Restricted Shares”) determined by multiplying the number of
FIS Restricted Shares by the LPS Conversion Ratio. Following such conversion, all LPS Restricted
Shares shall be subject to the equivalent vesting restrictions and other terms and conditions as
were applicable to FIS Restricted Shares.


      
    (b) On the Effective Date, (i) one-third of the FIS Restricted Shares held by Dual Employees
immediately prior to the Effective Date shall be substituted into LPS Restricted Shares in
accordance with Section 3.2(a) and (ii) two-thirds of the FIS Restricted Shares held by Dual
Employees



8









 







immediately prior to the Effective Date shall
be adjusted in the same manner as FIS Restricted
Shares are adjusted for FIS Employees who do not become LPS Employees. The additional FIS
Restricted Shares shall be subject to the equivalent vesting restrictions and other terms and
conditions as were applicable to FIS Restricted Shares.



     Section 3.3 Employee
Stock Purchase Plan.



       
   (a) Effective on or before the Effective Date (or such other date as may be agreed to by the
Parties), LPS shall adopt, or cause the applicable LPS Group Member to adopt, an employee stock
purchase plan (the “LPS ESPP”) that is substantially similar to the FIS ESPP in which
Employees participate immediately prior to the Effective Date. The Transferred Employees shall be
eligible to participate in the LPS ESPP on the Effective Date.


       
   (b) On the Transfer Date, FIS shall cause the accounts, if any, of any Transferred Employee
who is employed by LPS or an LPS Group Member immediately prior to the Transfer Date under the FIS
ESPP to be transferred to the LPS ESPP, and LPS shall cause such transferred accounts to be
accepted by the LPS ESPP. For purposes of the one-year requirement for matches under the LPS ESPP,
LPS will give credit to Transferred Employees for their service with any FIS Group Member
immediately prior to the Effective Date. LPS shall indemnify and hold harmless FIS for any
liability arising from, or related to, the transfer contemplated by the foregoing provisions of
this Section 3.3.


       
   (c) During the Interim Period, LPS shall use commercially reasonable efforts to furnish, or
cause to be furnished, to FIS such information as is reasonably necessary for FIS to properly
administer during the Interim Period the Transferred Employees’ accounts under the FIS ESPP and
maintain records accurately with respect thereto, including, without limitation, informing FIS of
any employment terminations of Transferred Employees occurring during the Interim Period.


       
   (d) The portions of the transferred accounts invested in FIS common stock shall be transferred
in-kind to an account in the LPS ESPP (the “LPS ESPP FIS Stock Account”). The LPS ESPP FIS
Stock Accounts shall be frozen immediately after the transfer so that contributions may not be
allocated to, or transferred into, the LPS ESPP FIS Stock Accounts after the transfer;
provided, however, that participants in the LPS ESPP with LPS ESPP FIS Stock
Accounts may receive a distribution of FIS common stock out of their LPS ESPP FIS Stock Account at
any time.


       
   (e) The Transferred Employees shall, effective as of the Effective Date, cease to be eligible
to participate in and to have any further payroll deductions withheld pursuant to the FIS ESPP.


      
    (f) LPS shall be obligated to make to the LPS ESPP any employer matching contributions that
become payable to the Transferred Employees for quarters ending after the Effective Date in
accordance with the terms of the LPS ESPP. For purposes of clarification, such contributions shall
include matches attributable to contributions made by Transferred Employees to the FIS ESPP which
contributions were transferred to the LPS ESPP pursuant to Section 3.3(b).



ARTICLE IV

MISCELLANEOUS




     Section 4.1 Amendment or Termination of Employee Benefit Plans. Notwithstanding
anything herein to the contrary, neither the LPS Group nor the FIS Group shall be restricted in any
way from amending or, with thirty (30) days’ advance written notice to the other Party,
terminating, at any



9









 




time or for any reason, their respective Employee Benefit Plans, in whole or in part, or with
respect to any employee or group of employees; provided, however, that FIS shall
provide LPS with at least thirty (30) days’ advance written notice before the effectiveness of any
material amendment by FIS of any FIS Employee Benefit Plan in which Employees participate.



     Section 4.2 Entire Agreement. This Agreement constitutes the entire agreement between
the Parties with respect to the subject matter hereof and supersedes all prior written and oral
(and all contemporaneous oral) agreements and understandings with respect to the express subject
matter hereof. For purposes of this Section 4.2 only, references herein to this Agreement shall
include the Schedules and Exhibits to this Agreement.



     Section 4.3 Cooperation. FIS and LPS agree to, and to cause their Group Members to,
cooperate and use reasonable efforts to promptly (a) comply with all requirements of this
Agreement; ERISA, the Code and other laws and regulations that may be applicable to the matters
addressed herein, (b) subject to applicable law, provide each other with such information
reasonably requested by the other Party to assist the other Party in administering the Employee
Benefit Plans, including for purposes of payroll administration and auditing and reviewing charges,
costs and allocation methodologies with respect to the provision of benefits under the Employee
Benefit Plans; (c) comply with applicable law and regulations and the terms of this Agreement; and
(d) to the extent agreed upon by LPS and FIS, establish one or more replacement Employee Benefit
Plans for LPS.



     Section 4.4 Dispute
Resolution. Each of FIS and LPS mutually desire that friendly
collaboration will continue between them. Accordingly, they will try to resolve, in an amicable
manner, all disagreements and misunderstandings connected with their respective rights and
obligations under this Agreement, including any amendments thereto. In furtherance thereof, in the
event of any dispute or disagreement (a “Dispute”) between the Parties in connection with
this Agreement, each of FIS and LPS agree that the Dispute shall be resolved in accordance with the
Dispute resolution provisions set forth in the Contribution Agreement.



     Section 4.5 Third
Party Beneficiaries. This Agreement shall not confer third-party
beneficiary rights upon any employee of the LPS Group or FIS Group or any other person or entity.
Nothing in this Agreement shall be construed as giving to any such employee or other person or
entity any legal or equitable right against FIS or LPS (or their respective Group Members).
Nothing in this Agreement shall constitute or be construed as an amendment to, or modification of,
any employee benefit plan or arrangement of FIS or LPS (or their respective Group Members) or limit
in any way the right of FIS or LPS (or their respective Group Members) to amend, modify or
terminate any of their respective employee benefit plans or arrangements. This Agreement shall not
constitute a contract of employment and will not give any employee or other person a right to be
employed by, or retained in the employ of, either FIS or LPS (or their respective Group Members),
unless the employee or other person would otherwise have that right under applicable law. This
Agreement shall not be deemed to change the at-will status of any employee.



     Section 4.6 Employment
Records. The Parties agree that on, or within a reasonable
time period after, the Effective Date, the FIS Group shall provide to the LPS Group all employment
records for the Employees required to be kept under applicable law or necessary for the conduct of
the business of the LPS Group; provided, however, (a) that such records shall not
include any records to the extent such a transfer would violate applicable law or cause an FIS
Group member to break any agreement with a third party and (b) that such records are in the
possession of the FIS Group. The FIS Group may make, at its expense, and keep copies of such
records. After the Effective Date, as may be necessary for any business purpose of the FIS Group,
or to permit the FIS Group to respond to any government inquiry or audit, defend any claim or
lawsuit or administer any FIS Employee Benefit Plan, the LPS Group will allow the



10









 




FIS Group reasonable access to and, if requested, copies of any records relating to all
Employees. The FIS Group shall be responsible for the cost associated with the production and
copies of such requested documents. FIS acknowledges (for itself and its respective Group Members)
that LPS and its Group Members are under no obligation to retain the above-described records for a
period of time that exceeds LPS’ internal document retention policy, or applicable law, whichever
is greater.



     Section 4.7 Termination; Liability for Costs.


          (a) This Agreement shall terminate when services are no longer being provided herein.


          (b) During the term of this Agreement and until the third anniversary of the date on which
this Agreement is terminated, FIS shall indemnify and hold harmless LPS for any liability arising
out of, or related to, any of the FIS Employee Benefit Plans (including, without limitation,
liability related to the administration of the FIS Employee Benefit Plans) other than the actual
costs for services or charge for benefits charged to LPS as contemplated herein, provided that such
liability arises from, or relates to, negligent conduct, willful misconduct or the violation of law
by FIS.


          (c) During the term of this Agreement and until the third anniversary of the date on
which this Agreement is terminated, LPS shall indemnify and hold harmless FIS for any liability
arising from, or related to, the LPS Employee Benefit Plans and any services provided by FIS with
respect to any of the LPS Employee Benefit Plans other than liability that arises from, or relates
to, negligent conduct, willful misconduct or the violation of law by FIS.



[signature page follows]




11









 








     IN WITNESS WHEREOF, the Parties as of the date set forth above have executed this
Employee Matters Agreement.



	 	 	 	 	 
	 	FIDELITY NATIONAL INFORMATION SERVICES, INC.


 	 
	 	By  	/s/ Lee A. Kennedy	 
	 	 	Lee A. Kennedy 	 
	 	 	President and Chief Executive Officer 	 
	 
	 
	 	LENDER PROCESSING SERVICES, INC.


 	 
	 	By  	/s/ Jeffrey S. Carbiener	 
	 	 	Jeffrey S. Carbiener

President and Chief Executive Officer 	 



12