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EMPLOYEE STOCK PURCHASE PLAN

Employee Benefits Plan Agreement

EMPLOYEE STOCK PURCHASE PLAN | Document Parties: LENDER PROCESSING SERVICES, INC. You are currently viewing:
This Employee Benefits Plan Agreement involves

LENDER PROCESSING SERVICES, INC.

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Title: EMPLOYEE STOCK PURCHASE PLAN
Governing Law: Florida     Date: 7/9/2008

EMPLOYEE STOCK PURCHASE PLAN, Parties: lender processing services  inc.
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Exhibit 10.7
LENDER PROCESSING SERVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN
     Lender Processing Services, Inc., a Delaware corporation (hereinafter referred to as the “ Company ”), hereby establishes an employee stock purchase plan to be known as the “Lender Processing Services, Inc. Employee Stock Purchase Plan” (hereinafter referred to as the “ Plan ”). The Plan shall become effective July 2, 2008 (the “Effective Date”). The Plan shall remain in effect, subject to the right of the Board to amend or terminate the Plan at any time pursuant to Section 10.1 hereof, until all shares of Company Stock subject to it shall have been purchased or acquired according to the Plan’s provisions.
ARTICLE I
PURPOSE OF THE PLAN
     1.1 PURPOSE . The Company has determined that it is in its best interests to provide an incentive to attract and retain Employees and to increase Employee morale by providing a program through which Employees may acquire a proprietary interest in the Company through the purchase of shares of Company Stock. The Plan shall permit Employees to purchase shares of Company Stock through payroll deductions and through Company matching contributions. Participation in the Plan is entirely voluntary and neither the Company nor any of its Subsidiaries makes any recommendations to their Employees as to whether they should participate in the Plan. The Plan is not intended to be an “employee benefit plan” under the Employee Retirement Income Security Act of 1974, as amended, nor qualify as an “employee stock purchase plan” under Section 423 of the Code.
ARTICLE II
DEFINITIONS
     Capitalized terms used herein without definition shall have the respective meanings set forth below:
     2.1 ACCOUNT . “Account” means the bookkeeping entry maintained by the Company on behalf of each Participant for the purpose of accounting for all Participant Contributions and Matching Contributions credited to the Participant pursuant to the Plan.
     2.2 BASE EARNINGS . “Base Earnings” means the amount of a Participant’s regular salary before deductions required by law and deductions authorized by the Participant, including any elective deferrals with respect to a plan of the Employer qualified under Sections 125 or 401(a) of the Code and any amounts deferred by the Participant to a nonqualified deferred compensation plan sponsored by the Employer. In the case of Participants primarily compensated on a commission basis, “Base Earnings” may include commission earnings not to exceed $10,000 per month. “Base Earnings” shall not include: wages paid for overtime, extended workweek schedules or any other form of extra compensation, payments made by the Employer based upon salary for Social Security, workers’ compensation, unemployment compensation, disability payments or any other payment mandated by state or federal statute, or salary-related contributions made by the Employer for insurance, annuity or any other employee benefit plan.

 


 
     2.3 BOARD . “Board” means the Board of Directors of the Company.
     2.4 BROKER . “Broker” means the financial institution designated by the Company to act as Broker for the Plan.
     2.5 CODE . “Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
     2.6 COMMITTEE . “Committee” means the Committee described in Article VII.
     2.7 COMPANY . “Company” means Lender Processing Services, Inc., a Delaware corporation, and any successor thereto.
     2.8 COMPANY STOCK . “Company Stock” means shares of common stock, par value $0.0001 per share, of the Company.
     2.9 EMPLOYEE . “Employee” means each person currently employed by the Employer who (a) averages at least twenty (20) hours per week, any portion of whose income is subject to withholding of income tax or for whom Social Security retirement contributions are made by the Employer or (b) qualifies as a common-law employee of the Employer. Notwithstanding the foregoing sentence to the contrary, persons determined by the Committee not to be Employees and persons on a leave of absence shall not be treated as “Employees” for purposes of this Plan.
     2.10 EMPLOYER . “Employer” means the Company and any Subsidiary that adopts this Plan with the approval of the Board.
     2.11 FIS COMMON STOCK . “FIS Common Stock” means shares of common stock, par value $0.01 per share, of Fidelity National Information Services, Inc.
     2.12 FNF COMMON STOCK . “FNF Common Stock” means shares of common stock, par value $0.0001 per share, of Fidelity National Information Services, Inc.
     2.13 PARTICIPANT . “Participant” means an Employee who has satisfied the eligibility requirements of Section 3.1 and has become a participant in the Plan in accordance with Section 3.2.
     2.14 PAYROLL PERIOD . “Payroll Period” means the pay periods coinciding with the Employer’s payroll practices, as revised from time to time.
     2.15 PLAN YEAR . “Plan Year” means the twelve consecutive month period ending each December 31.
     2.16 QUARTER . “Quarter” means the three consecutive calendar month periods commencing January 1 through March 31, April 1 through June 30, July 1 through September 30 and October 1 through December 31 each Plan Year.

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     2.17 QUARTER END . “Quarter End” means the last day of each Quarter ( i.e., March 31, June 30, September 30 or December 31).
     2.18 SHARE ACCOUNT . “Share Account” means the account maintained by the Broker on behalf of each Participant for the purpose of accounting for Company Stock purchased by the Participant pursuant to the Plan.
     2.19 SUBSIDIARY . “Subsidiary” means any corporation in which the Company owns, directly or indirectly, at least fifty percent (50%) of the total combined voting power of all classes of stock, or any other entity (including, but not limited to, partnerships and joint ventures) in which the Company owns, directly or indirectly, at least fifty percent (50%) of the combined equity thereof.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
     3.1 ELIGIBILITY .
          (a) Each Employee of the Employer who participated in or was eligible to participate in the Fidelity National Information Services, Inc. Employee Stock Purchase Plan (the “ FIS ESPP ”) immediately prior to the Effective Date shall be eligible to become a Participant in the Plan as of the Effective Date.
          (b) All other Employees of the Employer shall be eligible to become Participants in the Plan following the completion of ninety (90) days of employment with the Employer.
     3.2 PARTICIPATION . An Employee who has satisfied the eligibility requirements of Section 3.1 may become a Participant in the Plan upon his or her completion of such enrollment procedures as the Committee may prescribe, which procedures may include responding to enrollment procedures set forth via an Internet website or a voice response system authorizing payroll deductions. Payroll deductions for a Participant shall commence as soon as administratively practicable following the completion of the enrollment procedures established by the Committee and shall remain in effect until changed by the Participant in accordance with Section 4.2 below.
     3.3 SPECIAL RULES . In the event that a person is excluded from participation in the Plan under Section 2.9 above and a court of competent jurisdiction determines that the person is eligible to participate in the Plan, the person shall be treated as an Employee only from the date of the court’s determination and shall not be entitled to retroactive participation in the Plan.

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ARTICLE IV
PARTICIPANT CONTRIBUTIONS
     4.1 PARTICIPANT ELECTION . Pursuant to the enrollment procedures established by the Committee in Section 3.2, each Participant shall designate the amount of payroll deductions (“ Participant Contributions ”) to be made from his or her paycheck to purchase Company Stock under the Plan. The amount of Participant Contributions shall be designated in whole percentages of Base Earnings, of at least three percent (3%) and not to exceed fifteen percent (15%) of Base Earnings for any Plan Year. The amount so designated by the Participant shall be effective as soon as administratively practicable following completion of the enrollment procedures and shall continue until terminated or altered in accordance with Section 4.2 below.
     4.2 CHANGES IN ELECTION . In accordance with procedures established by the Committee, a Participant may decrease or increase the rate of his or her Participant Contributions or elect to discontinue his or her Participant Contributions, in either case as soon as administratively practicable. No such election may be made retroactive, and any such new election shall remain in effect until subsequently modified by the Participant pursuant to this Section 4.2.
     4.3 PARTICIPANT ACCOUNTS . The Company shall establish and maintain a separate Account for each Participant. The amount of each Participant’s Participant Contribution, as well as his or her matching contribution as set forth in Article V (the “ Matching Contribution ”), shall be credited to his or her Account. No interest shall accrue at any time for any amount credited to an Account of a Participant.
ARTICLE V
MATCHING CONTRIBUTIONS
     5.1 OFFICERS . For each Officer of the Employer who is a Participant in the Plan and remains an Employee on each day from each Quarter End until the anniversary of that Quarter End (the “ Matching Date ”), the Employer shall credit to the Account of that Participant a Matching Contribution. The Matching Contribution shall be an amount equal to one-half of the amount of Participant Contributions set aside into the Participant’s Account for the Quarter ending on the applicable Quarter End. Withholding taxes, if any, shall be made upon such Matching Contribution based upon the Participant’s existing withholding percentages or as otherwise required by law from the Participant’s Base Earnings. For purposes of the Plan and unless otherwise determined by the Committee, “Officer” means chief executive officer, president, executive vice president, senior vice president, vice president or assistant vice president and shall be determined by the Committee as of any Quarter End.
     5.2 OTHER PARTICIPANTS . For each Participant who the Committee determines is not an Officer of the Employer under Section 5.1 above and who remains an Employee on each day from each Quarter End until the Matching Date, the Company shall credit to the Account of that Participant a Matching Contribution. Except as otherwise provided in Section&n

 
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