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EXHIBIT 10.7
CERTEGY INC.
SPECIAL SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ARTICLE I - INTRODUCTION AND ESTABLISHMENT
THIS SPECIAL SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN (the "Plan"),
maintained by Certegy Inc., a Georgia corporation, (the "Company"),
is
established for the benefit of executive officers of the Company
whose ability
to participate in an equity split-dollar life insurance program has
been limited
by the Sarbanes-Oxley Act of 2002. The Plan is effective as of
November 7, 2003.
ARTICLE II - DEFINITIONS
When used in this Plan, the following
terms shall have the meanings set
forth below unless a different meaning is plainly required by the
context:
2.1 BOARD. "Board" shall mean the Board of
Directors of the Company.
2.2 CAUSE. "Cause" shall mean termination
by the Company of the
Participant's employment upon any one of the following
circumstances:
(a) the
Participant's willful and continued failure to substantially
perform the Participant's duties with the
Company (other than any failure
resulting from the Participant's
incapacity due to physical or mental
illness, including being Permanently
Disabled), after a written demand for
substantial performance is delivered to
the Participant by the Chief
Executive Officer of the Company (or if
the Participant is the Chief
Executive Officer, the Chairman of the
Compensation and Human Resources
Committee of the Board of Directors) that
specifically identifies the
manner in which the Chief Executive
Officer (or the Chairman) believes that
the Participant has not substantially
performed the Participant's duties,
or
(b) the
Participant willfully engaging in conduct that is materially
injurious to the Company, monetarily or
otherwise.
For purposes of this Section 2.2, no act,
or failure to act, on the
Participant's part will be considered "willful" unless done, or
omitted to be
done, by the Participant not in good faith and without reasonable
belief that
the Participant's action or omission was in the best interest of
the Company.
Notwithstanding the above, the Participant will not be deemed to
have been
terminated for Cause unless and until the Participant has been
given a copy of a
Notice of Termination from the Chief Executive Officer of the
Company (or if the
Participant is the Chief Executive Officer, the Chairman of the
Compensation and
Human Resources Committee of the Board of Directors), after
reasonable notice to
the Participant and an opportunity for the Participant, together
with the
Participant's counsel, to be heard before (i) the Chief Executive
Officer, or
(ii) if the Participant is an elected officer of the Company, the
Board of
Directors of the Company, finding that in the good faith opinion of
the Chief
Executive Officer, or, in the
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case of an elected officer, finding that in the good faith opinion
of two-thirds
of the Board of Directors, the Participant committed the conduct
set forth above
in clauses (a) or (b) of this Section 2.2, and specifying the
particulars of
that finding in detail.
2.3 CHANGE IN CONTROL. "Change in Control"
shall mean the occurrence of any
one of the following events during the period in which the Plan
remains in
effect:
(a) Voting
Stock Accumulations. The accumulation by any Person of
Beneficial Ownership of twenty percent
(20%) or more of the combined voting
power of the Company's Voting Stock;
provided that for purposes of this
paragraph (a), a Change in Control will
not be deemed to have occurred if
the accumulation of twenty percent (20%)
or more of the voting power of the
Company's Voting Stock results from any
acquisition of Voting Stock (i)
directly from the Company that is approved
by the Incumbent Board, (ii) by
the Company, (iii) by any employee benefit
plan (or related trust)
sponsored or maintained by the Company or
any Subsidiary, or (iv) by any
Person pursuant to a Business Combination
that complies with all of the
provisions of clauses (i), (ii) and (iii)
of paragraph (b) below,
(b) Business
Combinations. The consummation of a Business Combination,
unless, immediately following that
Business Combination, (i) all or
substantially all of the Persons who were
the beneficial owners of Voting
Stock of the Company immediately prior to
that Business Combination
beneficially own, directly or indirectly,
more than sixty-six and
two-thirds percent (66 2/3%) of the then
outstanding shares of common stock
and the combined voting power of the then
outstanding voting securities
entitled to vote generally in the election
of directors of the entity
resulting from that Business Combination
(including an entity that as a
result of that transaction owns the
Company or all or substantially all of
the Company's assets either directly or
through one or more subsidiaries)
in substantially the same proportions
relative to each other as their
ownership, immediately prior to that
Business Combination, of the Voting
Stock of the Company, (ii) no Person
(other than the Company, that entity
resulting from that Business Combination,
or any employee benefit plan (or
related trust) sponsored or maintained by
the Company, any Eighty Percent
(80%) Subsidiary or that entity resulting
from that Business Combination)
beneficially owns, directly or indirectly,
twenty percent (20%) or more of
the then outstanding shares of common
stock of the entity resulting from
that Business Combination or the combined
voting power of the then
outstanding voting securities entitled to
vote generally in the election of
directors of that entity, and (iii) at
least a majority of the members of
the Board of Directors of the entity
resulting from that Business
Combination were members of the Incumbent
Board at the time of the action
of the board providing for that Business
Combination;
(c) Sale of
Assets. A sale or other disposition of all or
substantially all of the assets of the
Company; or
(d)
Liquidations or Dissolutions. Approval by the shareholders of
the
Company of a complete liquidation or
dissolution of the Company, except
pursuant to a Business Combination that
complies with all of the provisions
of clauses (i), (ii) and (iii) of
paragraph (b) above.
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For purposes of this Section 2.3, the following definitions will
apply:
"Beneficial
Ownership" means beneficial ownership as that term is used
in Rule 13d-3 promulgated under the
Exchange Act.
"Business
Combination" means a reorganization, merger or consolidation
of the Company.
"Eighty
Percent (80%) Subsidiary" means an entity in which the Company
directly or indirectly beneficially owns
eighty percent (80%) or more of
the outstanding Voting Stock.
"Exchange
Act" means the Securities Exchange Act of 1934, including
amendments, or successor statutes of
similar intent.
"Incumbent
Board" means a Board of Directors at least a majority of
whom consist of individuals who either are
(a) members of the Company's
Board of Directors as of the day after the
spinoff of the Company from
Equifax Inc. became effective, or (b)
members who became members of the
Company's Board of Directors subsequent to
such date whose election, or
nomination for election by the Company's
shareholders, was approved by a
vote of at least two-thirds (2/3) of the
directors then comprising the
Incumbent Board (either by a specific vote
or by approval of the proxy
statement of the Company in which that
person is named as a nominee for
director, without objection to that
nomination), but excluding, for that
purpose, any individual whose initial
assumption of office occurs as a
result of an actual or threatened election
contest (within the meaning of
Rule 14a-11 of the Exchange Act) with
respect to the election or removal of
directors or other actual or threatened
solicitation of proxies or consents
by or on behalf of a Person other than the
Board of Directors.
"Person"
means any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the
Exchange Act).
"Voting
Stock" means the then outstanding securities of an entity
entitled to vote generally in the election
of members of that entity's
Board of Directors.
2.4 COMMENCEMENT DATE. "Commencement Date"
with respect to each Participant
shall mean the "Commencement Date" as provided in Section 2.1 of
the Split
Dollar Plan.
2.5 COMPETITIVE ACTIVITY. A Participant or
former Participant shall be
deemed to engage in "Competitive Activity" if he or she:
(a) directly
or indirectly owns, operates, controls, participates in,
performs services for, or otherwise
carries on, a business substantially
similar to or competitive with the
business conducted by the Company or any
Subsidiary (without limit to any
particular region, because Participant
acknowledges that such business may be
engaged in effectively from any
location in the United States or Canada);
provided that nothing set forth
in this paragraph (a) will prohibit a
Participant from owning not in excess
of 5% of any class of capital stock of any
corporation if such stock is
publicly traded and listed on any national
or regional stock exchange or on
the Nasdaq Stock Market;
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(b) directly
or indirectly attempts to persuade any employee or
customer of the Company or any Subsidiary
to terminate such employment or
business relationship in order to enter
into any such relationship on
behalf of the Participant or any third
party in competition with the
business conducted by the Company or any
Subsidiary; or
(c) directly
or indirectly engages in any activity that is harmful to
the interests of the Company or any
Subsidiary, as determined by the
Compensation and Human Resources Committee
in its sole discretion,
including the disclosure or misuse of any
confidential information or trade
secrets of the Company or a
Subsidiary.
2.6 EARLY BENEFIT. "Early Benefit" shall
have the meaning provided in
Section 4.8.
2.7 ERISA. "ERISA" shall mean the Employee
Retirement Income Security Act
of 1974, as amended.
2.8 EXECUTIVE OFFICER. "Executive Officer"
shall mean an officer of the
Company who the Plan Administrator determines, in an exercise of
the Plan
Administrator's discretion, to be an executive officer within the
meaning of the
Sarbanes-Oxley Act of 2002.
2.9 GOOD REASON. "Good Reason" shall mean
a termination by the Participant
of the Participant's employment within the period of time beginning
six (6)
months prior to a Change in Control and ending on the third
anniversary of such
Change in Control and based on:
(a) The
assignment to the Participant of duties inconsistent with the
Participant's position and status with the
Company as they existed
immediately prior to the Change in
Control, or a substantial change in the
Participant's title, offices or authority,
or in the nature of the
Participant's responsibilities, as they
existed immediately prior to the
Change in Control, except in connection
with the termination of the
Participant's employment by the Company
for Cause, by the Participant other
than for Good Reason or as a result of
death;
(b) A
reduction by the Company in the Participant's base salary as in
effect on the Commencement Date or as the
Participant's salary may be
increased from time to time;
(c) A
failure by the Company to continue the Company's incentive
compensation plan(s), as it may be
modified from time to time,
substantially in the form in effect
immediately prior to a Change in
Control (the "Incentive Plan"), or a
failure by the Company to continue the
Participant as a participant in the
Incentive Plan on at least the basis of
the Participant's participation
immediately prior to a Change in Control,
or to pay the Participant the amounts that
the Participant would be
entitled to receive in accordance with the
terms of the Incentive Plan (as
in effect immediately prior to the Change
in Control);
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(d) The
Company requiring the Participant to be based more than
thirty-five (35) miles from the location
where the Participant is based
prior to the Change in Control, except for
required travel on Company
business to an extent substantially
consistent with the Participant's
business travel obligations immediately
prior to the Change in Control; or
if the Participant consents to the
relocation, the failure by the Company
to pay (or reimburse the Participant for)
all reasonable moving expenses
incurred by the Participant or to
indemnify the Participant against any
loss realized on the sale of the
Participant's principal residence in
connection with the relocation;
(e) The
failure by the Company to continue in effect any retirement
plan, compensation plan, performance share
plan, stock option plan, life
insurance plan, health and accident plan,
disability plan or another
benefit plan in which the Participant is
participating immediately prior to
a Change in Control (except that the
Company may cancel any such plans
without triggering this paragraph (e), if
it provides the Participant with
substantially similar benefits under
another plan), the taking of any
action by the Company that would adversely
affect the Participant's
participation or materially reduce the
Participant's benefits under any
such plans or deprive the Participant of
any material fringe benefit
enjoyed by the Participant immediately
prior to a Change in Control, or the
failure by the Company to provide the
Participant with the number of paid
vacation days to which the Participant is
then entitled in accordance with
the Company's normal vacation practices in
effect immediately prior to a
Change in Control; or
(f) Any
purported termination not effected pursuant to a Notice of
Termination shall not be valid for
purposes of this Plan.
2.10 NOTICE OF TERMINATION. A "Notice of
Termination" shall mean a written
notice that indicates the specific provision in the definition of
Cause relied
upon as the basis for the Participant's termination of employment
and setting
forth in reasonable detail the facts and circumstances claimed to
provide a
basis for the termination of Participant's employment under the
provision so
indicated.
2.11 PARTICIPANT. "Participant" shall mean
any eligible Executive Officer
who is listed on Schedule A, has satisfied the requirements for
participation in
this Plan and has a Participant Interest.
2.12 PARTICIPANT INTEREST. "Participant
Interest" shall mean the amount
reflected in records maintained by the Plan Administrator to
determine each
Participant's interest, if any, under this Plan. Such Participant
Interest shall
be reflected as an entry in the Company's records.
2.13 PAYMENT EVENT. "Payment Event" shall
have the meaning provided in
Section 4.7.
2.14 PERMANENTLY DISABLED. "Permanently
Disabled" shall mean the
Participant suffering a sickness, accident or injury, which in the
determination
of the Plan Administrator would entitle the Participant to
disability benefits
under either social security or the Company's long-term disability
plan. The
Company reserves the right to require the Participant to first
qualify for
disability benefits under either social security or the Company's
long-term
disability plan before determining whether such Participant is
Permanently
Disabled for purposes of this Plan.
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2.15 PLAN. "Plan" shall mean the Certegy
Inc. Special Supplemental
Executive Retirement Plan, as it may be amended from time to
time.
2.16 PLAN ADMINISTRATOR. "Plan
Administrator" shall mean the Compensation
and Human Resources Committee of the Board, or its designee or
designees. The
Plan Administrator shall be the named fiduciary under the Plan.
2.17 RETIREMENT. "Retirement" shall mean a
Participant's termination of
employment with the Company and all affiliates after (a) attaining
age 65, (b)
attaining age 55 and five "Years of Vesting Service," or (c)
attaining age 50
and the Participant's age plus his or her "Years of Benefit
Service" equals at
least 75. "Years of Vesting Service" and "Years of Benefit Service"
shall have
the meanings given to them in the Certegy Inc. U.S. Retirement
Income Plan.
2.18 ROLLOUT EVENT. "Rollout Event" shall
have the meaning provided in
Section 4.4.
2.19 SPLIT DOLLAR PLAN. "Split Dollar
Plan" shall mean the Certegy Inc.
Executive Life and Supplemental Retirement Benefit Plan, as amended
and restated
effective ____________, 2003, as amended from time to time.
2.20 SUBSIDIARY. "Subsidiary" shall mean
an entity more than fifty percent
(50%) of whose equity interests are owned directly or indirectly by
the Company.
2.21 VALUATION DATE. "Valuation Date"
shall mean any date(s) selected by
the Plan Administrator in its sole discretion as of which the
Participants'
Participant Interests are valued.
2.22 VESTING. "Vesting" shall mean when a
Participant becomes vested under
the Plan in accordance with Section 4.2
ARTICLE III - PARTICIPATION
3.1 ELIGIBILITY AND PARTICIPATION. Each
Executive Officer who has been
authorized to enter into a Split-Dollar Life Insurance Agreement
(Endorsement
Non-Equity Method) by the Plan Administrator (but not by any
designee thereof)
or the Company's Chief Executive Officer shall be eligible to
participate in the
Plan. An Executive Officer who is eligible to participate shall
become a
Participant on the date he first has a Participant Interest, as
determined by
the Plan Administrator or its designee in its discretion. An
Executive Officer
who becomes a Participant shall continue as a Participant, until
his Participant
Interest is determined by the Plan Administrator or its designee to
have been
fully paid out, forfeited or permanently eliminated.
3.2 PARTICIPANT INTEREST.
(a) As of
one or more Valuation Dates, as determined by the Plan
Administrator, a Participant's Participant
Interest shall equal a
hypothetical value based on the amount by
which the Net Cash Value of a
relevant Policy exceeds the Net
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Company Premiums under such Policy. To the
extent the Net Company Premiums
under a Policy exceed the Net Cash Value
of such Policy, the Participant's
Participant Interest value shall be zero
($0). By becoming a party hereto,
Participants expressly acknowledge that
while a Participant Interest can
have a positive value as of a particular
Valuation Date, because of
fluctuations in investment markets, such
value can decline to zero ($0) as
of a subsequent Valuation Date.
(b)
References to a Policy or Policies herein is in no way intended
and shall not represent any asset to which
a Participant may look for
payment or security for payment of any
benefit under this Plan. A Policy is
only referenced to provide a basis for
measuring the Company's obligations
under the Plan. Any and all Policies are
and shall remain general,
unrestricted assets of Company. All
benefits payable under the Plan shall
be paid from the general assets of the
Company. The Company may, but shall
not be required, to use funds under a
Policy to satisfy its obligations
under the Plan, and the Company reserves
the right to satisfy its
&
