Exhibit 10.8 CERTEGY INC. SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN (Effective As of November 5, 2003)
CERTEGY INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN PREAMBLE The
Certegy Inc. Supplemental Executive Retirement Plan ("Plan") is
designed to be a supplemental retirement plan covering a select
group of management and highly compensated employees of Certegy
Inc. (the "Company") and any Adopting Employer. The benefits under
the Plan are unfunded and all amounts payable under the Plan shall
be paid from the general assets of the Company (except as otherwise
provided herein). The effective date of the Plan as set forth
herein is November 5, 2003 ("Effective Date"). TABLE OF
CONTENTS
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---- ARTICLE I DEFINITIONS AND CONSTRUCTION 1 1.1 Definitions 1
(a) Accrued Benefit 1 (b) Actuarial (or Actuarially) Equivalent: 1
(c) Administrator 2 (d) Adopting Employer 2 (e) Annual Bonus 2 (f)
Authorized Leave of Absence 2 (g) Average Annual Compensation 2 (h)
Beneficiary 2 (i) Board 2 (j) Break in Service 2 (k) Certegy
Pension Plan 2 (l) Certegy Special Supplemental Program 3 (m)
Company 3 (n) Compensation 3 (o) Disability Retirement Date 3 (p)
Early Retirement Date 3 (q) Effective Date 3 (r) Eligible Spouse 3
(s) Equifax 3 (t) ERISA 3 (u) Executive 3 (v) Late Retirement Date
4 (w) Normal Retirement Date 4 (x) Participant 4 (y) Plan Year 4
(z) Plan 4 (aa) Retirement (Retire) 4 (bb) Severance Protection
Agreement 4 (cc) Termination Date 4 (dd) Total and Permanent
Disability 4 (ee) Vested Participant 4 (ff) Year of Benefit Service
4 (gg) Year of Vesting Service 5 1.2 Construction 5 ARTICLE II
PARTICIPATION AND BREAK IN SERVICE 6 2.1 Eligibility for
Participation: 6 2.2 Break in Service 6 2.3 Participants Bound 6
2.4 Transfers 6
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-i- TABLE OF CONTENTS (Continued)
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---- (a) When Executive Becomes A Participant 6 (b) Accrued
Benefit Upon Transfer To A Non-Eligible Status 6 ARTICLE III
RETIREMENT AND TERMINATION DATES 8 3.1 Normal Retirement Benefit 8
3.2 Late Retirement Benefit 8 3.3 Early Retirement Benefit 8 3.4
Disability Retirement Benefit 8 3.5 Vested Participant Benefit 9
3.6 Termination Prior to Completion of Ten (10) Years of Vesting
Service 9 3.7 Normal Form of Payment of Accrued Benefit 9 3.8
Optional Forms of Payment 9 (a) Ten Years Certain and Life Annuity
Option 9 (b) Joint and Survivor Annuity Option 10 (c) Lump Sum
Option 10 3.9 Reduction For Certegy Special Supplemental Program 10
ARTICLE IV PRE-RETIREMENT DEATH BENEFITS 11 (a) Death Prior to
Eligibility for Retirement or a Vested Participant Benefit 11 (b)
Death After Attaining Eligibility for Vested Participant Benefit 11
(c) Death After Attaining Eligibility for Early or Normal
Retirement 11 ARTICLE V ADMINISTRATION 12 5.1 General Duties 12 5.2
Application and Forms For Benefit 12 5.3 Facility of Payment 13 5.4
Company to Furnish Information 13 5.5 Administrator to Furnish
Other Information 13 5.6 Claims Procedure 13 ARTICLE VI PLAN
FINANCING 14 ARTICLE VII AMENDMENT; TERMINATION; CHANGE IN CONTROL
15 7.1 Amendment 15 7.2 Right to Terminate 15 7.3 Change in Control
15
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-ii- TABLE OF CONTENTS (Continued)
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---- ARTICLE VIII MISCELLANEOUS 16 8.1 Nonguarantee of
Employment 16 8.2 Rights Under Plan 16 8.3 Nonalienation of
Benefits 16 8.4 Headings for Convenience Only 16 8.5 Multiple
Copies 16 8.6 Governing Law 16 8.7 Taxes 16 8.8 Successor Company
17 APPENDIX A ELIGIBLE PARTICIPANTS 18
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-iii- ARTICLE I DEFINITIONS AND CONSTRUCTION
1.1 Definitions: Where the following words and phrases appear in
this Plan, they shall have the meanings set forth below, unless the
context clearly indicates to the contrary: (a) Accrued Benefit:
Subject to adjustment as hereinafter provided, with respect to any
Participant at any time ("Determination Date"), an annual benefit
payable in the form of a single life annuity, commencing on the
Participant's Normal Retirement Date in an amount equal to fifty
percent (50%) of the Participant's Average Annual Compensation
multiplied by a fraction (no greater than 1), the numerator of
which is the Participant's Years of Benefit Service at the
Determination Date and the denominator of which is thirty (30),
reduced by the accrued benefit, or the Actuarial Equivalent of the
accrued benefit, which the Participant is entitled to receive from
the Certegy Pension Plan at the Participant's Normal Retirement
Date under this Plan. If a Participant retires on his Late
Retirement Date, the calculation of the Participant's Accrued
Benefit, including the related offsets, shall be made as of the
Participant's Late Retirement Date. The determination of a
Participant's Accrued Benefit under this Section 1.1(a) shall be
made by the Administrator in good faith in a consistent manner with
respect to all Participants and its decisions on such matters shall
be binding and conclusive on all parties. Notwithstanding the
foregoing, if a Participant who received a distribution or
distributions following his Termination Date or Retirement is
re-employed and again becomes an active Participant, such
Participant's Accrued Benefit, as computed pursuant to this
Section, shall be reduced by the monthly Accrued Benefit amount
that is the Actuarial Equivalent of the distribution(s) made to the
Participant. (b) Actuarial (or Actuarially) Equivalent: (i) For
purposes of determining the value of a Participant's Participant
Interest under the Certegy Special Supplemental Program pursuant to
Section 3.9, a benefit of equivalent value determined using an
interest rate equal to 7% per annum and the mortality table
prescribed by the Commissioner of Internal Revenue pursuant to Rev.
Rul. 95-6 (as hereafter amended or modified); (ii) For purposes of
determining the amount of a single lump sum payment under Section
3.8(c), an amount of equivalent value determined using the
following assumptions: (A) an annual interest rate equal to the
"applicable interest rate" as the Secretary of the Treasury has
then prescribed pursuant to Code Section 417(e)(3)(A)(ii)(II) for
the second full calendar month preceding the first day of the Plan
Year during which occurs the date of payment. This rate is
currently equal to the annual rate of interest on 30-year Treasury
securities as published by the Commissioner of Internal Revenue,
and -1- (B) the morality table prescribed by the Commissioner of
Internal Revenue pursuant to Rev. Rul. 95-6 (as hereafter amended
or modified). (iii) For purposes of determining the equivalent
value of optional forms of benefits under Sections 3.8(a) and (b),
the Actuarial Equivalent factors shall be the same as those used in
the Certegy Pension Plan. (c) Administrator: The Company and any
person or committee designated by the Company to perform all or any
portion of the duties and responsibilities of the Administrator
under the Plan. (d) Adopting Employer: An employer that, with the
consent of the Company, adopts the Plan for the benefit of one or
more of its Executives, in accordance with such terms and
conditions as may be imposed by the Company. (e) Annual Bonus: The
amount awarded an Executive under the Company's annual incentive
bonus program, subject to the provisions and limitations contained
in Section 1.1(n) of the Plan. (f) Authorized Leave of Absence: Any
absence authorized by the Company, provided that the Participant
returns within the period specified in the Authorized Leave of
Absence. (g) Average Annual Compensation: The applicable annual
amount shall be the average of the Participant's Compensation for
the three highest calendar years during the ten calendar years
immediately preceding the Participant's date of Retirement or
death, or Termination Date. (h) Beneficiary: The person or persons
last designated in writing by the Participant on a form provided by
the Administrator to receive benefits under Sections 3.8(a) or (b)
of the Plan in the event of the Participant's death. If no
designation of Beneficiary shall be in effect under Section 3.8(a)
at the time of a Participant's death or if all designated
Beneficiaries shall have predeceased the Participant, then the
Beneficiary shall be the Participant's Eligible Spouse or if there
is no such Eligible Spouse, the Participant's estate or legal
representative. (i) Board: The Board of Directors of Certegy Inc.
(j) Break in Service: A One Year Break in Service, as defined in
the Certegy Pension Plan, which may result in a cancellation of the
Participant's previous Years of Benefit Service as provided in
Section 2.2. (k) Certegy Pension Plan: The tax-qualified retirement
plan known as the Certegy Inc. Pension Plan, as it may be amended
from time to time. -2- (l) Certegy Special Supplemental Program:
The Certegy Inc. Special Supplemental Executive Retirement Plan and
any similar program designed to replace benefits a Participant was
previously entitled to receive under an equity split-dollar life
insurance program. (m) Company: Company shall mean Certegy Inc. (or
its successor or successors). Affiliated or related employers that
are permitted to adopt the Plan with the consent of the Company
shall be known as Adopting Employers. To the extent required by
certain provisions (e.g., determining Average Annual Compensation
and Years of Benefit Service), references to the Company shall
include the Adopting Employer of the Participant. (n) Compensation:
Subject to adjustment as provided in the next sentence,
"Compensation" shall be the Participant's salary and wages for each
calendar year during which he is employed by the Company, and any
Annual Bonus paid during such year. In either case, Compensation
shall include any amounts of salary or Annual Bonus which shall be
voluntarily deferred by the Participant under any salary or bonus
deferral or reduction program (whether qualified or non-qualified)
which may be instituted by the Company, but Compensation shall not
include any earnings or Company match on these deferred amounts, or
payments from such programs or payments from any similar salary
deferral or bonus deferral programs, or any income from long-term
cash incentive programs, stock options, restricted stock,
restricted stock units or similar grants. A Participant's
Compensation for calendar years prior to the Effective Date during
which he was employed by the Company or a predecessor shall be
credited under this Plan. (o) Disability Retirement Date: The date
of Retirement due to Disability as specified in Section 3.4. (p)
Early Retirement Date: The first day of the month coincident with
or next following the Participant's (i) attainment of age 55 and
completion of five (5)Years of Vesting Service, or (ii) attainment
of at least age 50 where the sum of the Participant's age and Years
of Benefit Service total at least 75. (q) Effective Date: This Plan
is effective November 5, 2003. (r) Eligible Spouse: The individual
to whom a Participant is legally married on the earlier of his date
of benefit commencement or his date of death. (s) Equifax: Equifax
Inc., a Georgia corporation, and the corporation from which the
Company was spun-off on July 3, 2001. (t) ERISA: The Employee
Retirement Income Security Act of 1974, as amended from time to
time. (u) Executive: Any person who, on or after the Effective
Date, (i) is classified by the Company as an executive of the
Company (or an Adopting Employer), (ii) is receiving remuneration
for personal services rendered to the Company (or an Adopting
Employer), and -3- (iii) is designated by the Board or Compensation
Committee of the Board (as appropriate) as eligible to participate
in the Plan and who is listed on an Appendix attached hereto. (v)
Late Retirement Date: The date of Retirement subsequent to a
Participant's Normal Retirement Date as specified in Section 3.2.
(w) Normal Retirement Date: The first day of the month following
the Participant's attainment of age 60. (x) Participant: An
Executive participating in the Plan in accordance with the
provisions of Section 2.1. (y) Plan Year: A twelve (12) month
period beginning on January 1 and ending on December 31. (z) Plan:
The Certegy Inc. Supplemental Executive Retirement Plan, the Plan
set forth herein, as it may be amended from time to time. (aa)
Retirement (Retire): Termination of employment for reason other
than death after a Participant has fulfilled all requirements for
Normal Retirement, Late Retirement, Early Retirement, or Disability
Retirement. Retirement shall be considered as commencing on the day
immediately following a Participant's last day of employment (or
Authorized Leave of Absence, if later). (bb) Severance Protection
Agreement: The letter agreement entered into between the Company
and the Participant which provides for the payment of compensation
and benefits to the Participant in the event of the Participant's
termination of employment under certain circumstances following a
Change in Control of the Company (as defined in the Severance
Protection Agreement). (cc) Termination Date: The date of
termination of an Executive's employment with the Company for
reasons other than death or Retirement. (dd) Total and Permanent
Disability: The term Total and Permanent Disability shall have the
same meaning as the term "Disabled" as defined in the Certegy
Pension Plan. The determination of Total and Permanent Disability
shall be made by the Administrator in its discretion based upon the
information provided to it. (ee) Vested Participant: A Participant
whose Termination Date occurs after the completion of at least ten
(10) Years of Vesting Service, but prior to achieving eligibility
for Retirement. (ff) Year of Benefit Service: A Participant shall
be credited with one (1) Year of Benefit Service under the Plan (i)
for each Year of Benefit Service with which the Participant is
credited under the Certegy Pension Plan, (ii) if the Participant
was employed by an employer acquired by Certegy or Equifax, for the
Participant's years of service with such -4- employer prior to the
date of such acquisition (which are not otherwise credited under
the Certegy Pension Plan), determined in the same manner as a Year
of Benefit Service under the Certegy Pension Plan, provided that
that there shall be no duplication in crediting such years of
service, and (iii) for any other years of service designated on an
Appendix attached hereto. (gg) Year of Vesting Service: A
Participant shall be credited with one (1) year of Vesting Service
under the Plan (i) for each Year of Vesting Service with which the
Participant is credited under the Certegy Pension Plan, and (ii)
for any other years of service designated on an Appendix attached
hereto. 1.2 Construction: The masculine gender, where appearing in
the Plan, shall be deemed to include the feminine gender, and the
singular may include the plural, unless the context clearly
indicates to the contrary. The words "hereof," "herein,"
"hereunder" and other similar compounds of the word "here" shall
mean and refer to the entire Plan, not to any particular provision
or Section. -5- ARTICLE II PARTICIPATION AND BREAK IN SERVICE 2.1
Eligibility for Participation: (a) In General - An Executive
designated on Appendix A attached hereto shall become a Participant
in this Plan on the later of the Effective Date or the date
designated in Appendix A, subject to the conditions and limitations
provided for herein. A former Participant who is rehired may again
become a Participant upon again being designated as eligible to
participate in the Plan. (b) Special Eligibility - The Board or the
Compensation Committee of the Board may provide on an Appendix for
special conditions or limitations with respect to the participation
in the Plan by any Executive designated as eligible to participate
in the Plan. 2.2 Break in Service: Upon Retirement, death or other
termination of employment, a Participant's rights and benefits
under the Plan shall be determined in accordance with his Years of
Vesting Service, Years of Benefit Service, Average Annual
Compensation, and other applicable Plan provisions at the time of
termination of employment. If a Participant incurs a Break in
Service and is later rehired by the Company and becomes eligible to
participate in the Plan, his prior Years of Benefit Service shall
only be counted for purposes of determining his Accrued Benefit
subsequent to rehire, if (i) at the time of his Break in Service he
had at least ten (10) Years of Vesting Service, qualified for Early
Retirement, or was at least age 60, or (ii) the period of his Break
in Service is less than his prior Years of Vesting Service. If the
Participant received payments from the Plan during his Break in
Service period, his Accrued Benefit shall be adjusted in the manner
provided in Section 1.1(a). 2.3 Participants Bound: Each Executive
becoming a Participant hereunder shall be conclusively presumed for
all purposes to have consented to this Plan and any amendments,
modifications or revisions hereto, and to all the terms and
conditions thereof, and shall be bound thereby with the same force
and effect as if he had entered into a contract to such effect and
any amendments, modifications or revisions hereto. 2.4 Transfers:
The following rules shall apply when an Executive transfers to or
from eligibility for participation in the Plan while an employee of
the Company: (a) When Executive Becomes A Participant: An Executive
of the Company who becomes a Participant under this Plan in
accordance with Section 2.1, shall have his Compensation, Years of
Benefit Service and Years of Vesting Service for periods prior to
the date he becomes a Participant in the Plan count for purposes of
this Plan, unless otherwise provided in an Appendix applicable to
such Participant. (b) Accrued Benefit Upon Transfer To A
Non-Eligible Status: If a Participant becomes ineligible to
participate but remains in employment with the Company, his Accrued
-6- Benefit under this Plan will be determi