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
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