EXHIBIT 10.46
CERTEGY
INC.
[YEAR] ANNUAL INCENTIVE
PLAN
1. PURPOSE
The Certegy Inc. Annual Incentive Plan (the
“Plan”) rewards eligible employees for their
contribution toward the success of Certegy Inc. (the
“Company”). The purpose of the Plan is to encourage and
reward the attainment of established annual individual and business
goals.
2. DEFINITIONS
The following words and phrases used in the Plan
shall have these meanings:
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“
Change in Control ” A “Change in Control”
shall be deemed to have occurred upon the occurrence of any of the
following events:
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Voting Stock
Accumulations . The
accumulation by any Person of Beneficial Ownership of 20% or more
of the combined voting power of the Company’s Voting Stock;
provided that for purposes of this paragraph, a Change in Control
will not be deemed to have occurred if the accumulation of 20% or
more of the voting power of the Company’s Voting Stock
results from any acquisition of Voting Stock (a) directly from the
Company that is approved by the Incumbent Board, (b) by the
Company, (c) by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any Subsidiary, or (d) by
any Person pursuant to a Business Combination that complies with
clauses (a), (b) and (c) of the following paragraph;
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Business
Combinations .
Consummation of a Business Combination, unless immediately
following that Business Combination, (a) 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, without limitation, 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, (b) 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, 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 (c) 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 of Directors providing for
that Business Combination; or
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Certegy Annual Incentive Plan
Page 1
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Liquidation
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 clauses (a), (b) and (c) of
the preceding paragraph; or
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Sale of
Assets. A sale or other
disposition of all or substantially all of the assets of the
Company.
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For purposes of this paragraph, the following
definitions will apply:
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“Beneficial
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Ownership” means a beneficial ownership as
that term is used in Rule 13d-3 promulgated under the Exchange
Act.
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“Business
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Combination” means reorganization, merger
or consolidation, or a sale or other disposition of all or
substantially all of the assets of the Company.
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“Exchange
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Act”
means the Securities Exchange Act of 1934, including amendments, or
successor statutes of similar intent.
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“Eighty
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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.
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“Incumbent
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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 January 1, 2000 or (b) members who become
members of the Company’s Board of Directors subsequent to
January 1, 2000 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.
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“Person”
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means any
individual, entity or group (within the meaning of Section 13
(d)(3) or 14 (d)(2) of the Exchange Act).
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“Voting
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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.
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Committee ” means the Certegy Inc. Compensation
Committee of the Board, or any successor committee to which the
responsibilities of that Committee are assigned.
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Certegy Annual Incentive Plan
Page 2
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Company ” means Certegy Inc.
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“
Common Shares ” means the Common Shares, par value .01
per share, of the Company or any security into which such Common
Shares may be converted.
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“
Participant ” means any salaried employee or officer
of an Employer who qualifies for participation in the
Plan.
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“
Employer ” shall mean the Company or a subsidiary or
affiliate by whom the Participant is employed.
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“
Incentive Year ” means the 12 month period from
January 1 through December 31, coinciding with the calendar year
and the fiscal year of the Company.
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“
Option Right ” means the right to purchase Common
Shares upon exercise of an option granted pursuant to an election
made under Section 6(a) of this Plan, subject to the terms and
conditions of the Certegy Inc. Stock Incentive Plan.
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“
Plan ” means the Certegy Inc. Annual Incentive
Plan
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“ Plan
Objectives ” shall mean specified levels of, or growth
in, one or more of the following criteria:
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1. earnings per share;
2. economic value added;
3. revenue;
4. operating profit / operating
income;
5. net income;
6. total return to
shareholders;
7. cash flow/net assets
ratio;
8. debt/capital ratio;
9. return on total
capital;
10. return on equity; and
11. common stock price.
Certegy Annual Incentive Plan
Page 3
If the Committee makes an award
subject to a particular Plan Objective, the Committee shall adopt
or confirm a written d
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