Exhibit 10.6
RETENTION
AGREEMENT
RETENTION AGREEMENT
dated as of November 7, 2005
by and between Fiserv, Inc., a Wisconsin corporation (the
“Corporation”), and Leslie M. Muma, an individual
residing at 100 Palmetto Road, Belleair, FL 33756.
WHEREAS, Mr. Muma is retiring
from his position of President and Chief Executive Officer of the
Corporation, but wishes to ensure an orderly succession to his
position; and
WHEREAS, the Board of Directors of
the Corporation recognizes Mr. Muma’s wishes and desires
as well to ensure an orderly succession to Mr. Muma’s
position in view of the importance of Mr. Muma’s
position and role within the Corporation; and
WHEREAS, as of the date hereof, the
Board of Directors of the Corporation has authorized the
Corporation to enter into this Agreement with
Mr. Muma;
NOW, THEREFORE, in consideration of
the mutual promises contained herein, the Corporation and
Mr. Muma agree as follows:
Section 1
. Employment Duties . The
Corporation agrees to employ Mr. Muma, and Mr. Muma
agrees to be employed by the Corporation, for the period stated in
this Agreement and upon the other terms and conditions herein
provided. During his employment, Mr. Muma agrees to serve as a
consultant to the President and Chief Executive Officer of the
Corporation and the Corporation with such responsibilities and
duties as are required of Mr. Muma by the President and Chief
Executive Officer and the Board of Directors of the
Corporation.
Section 2. Term
. Mr. Muma agrees to remain
employed by the Corporation until June 30, 2006, serving as a
consultant to the President and Chief Executive Officer of the
Corporation and to the Corporation. The term of this Agreement
shall commence on the date hereof and terminate on the earliest of
June 30, 2006, the date upon which salary and bonus cease to
be payable hereunder or immediately prior to commencement of the
Employment Period as such term is defined and used in the Key
Executive Employment and Severance Agreement dated as of
December 19, 2001 (the “Muma Keesa”) by and
between the Corporation and Mr. Muma. For the avoidance of
doubt, Mr. Muma’s employment by the Corporation pursuant
to this Agreement shall be deemed by the parties to be employment
by the Corporation for purposes of the Muma Keesa.
Section 3
. Performance . During the
term of this Agreement, Mr. Muma shall devote his full
business time, best efforts and business judgment to the
advancement of the interests of the Corporation and to the
discharge of the responsibilities and offices held by him from time
to time during the term. Mr. Muma shall not engage in any
other business activity, whether or not pursued for pecuniary
advantage, except as may be approved by the Board of Directors of
the Corporation.
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Section 4
. Compensation and Benefits .
For all services to be rendered by Mr. Muma in any capacity
during the period of his employment under this Agreement, the
Corporation shall pay or cause to be paid to Mr. Muma and
shall provide or cause to be provided to him the
following:
(a) Salary and Bonus . The
Corporation will pay Mr. Muma salary and bonus (pro rata for
partial years) at current or equivalent formula rates through his
last day of employment and thereafter until June 30,
2006.
(b) Incentive Compensation .
The Corporation will provide Mr. Muma long-term incentive
compensation (for example, stock options and restricted stock)
until his last day of employment (prorated for partial year) on the
same or equivalent basis as long-term incentive compensation (stock
options) have been made to date. As of his last day of employment,
the exercise provisions of outstanding stock option agreements with
Mr. Muma will be triggered.
(c) Regular Benefits . In
addition to the salary and incentive compensation provided above,
Mr. Muma shall be entitled to participate in any employee
benefit plans, welfare benefit plans, retirement plans, and other
fringe benefit plans from time to time in effect for senior
executives of the Corporation generally; provided, however, that
such right or participation in any such plans and the degree or
amount thereof shall be subject to the terms of the applicable plan
documents, generally applicable Corporation policies and to action
by the Board of Directors or any administrative or other committee
provided in or contemplated by such plan, it being mutually agreed
that this Agreement is not intended to impair the right of any
committee or other group or person concerned with the
administration of such plan to exercise in good faith the full
discretion reposed in them by such plan. For the absence of doubt,
Mr. Muma’s last day of employment, will include any
sabbatical benefits to which he had become entitled by virtue of
his tenure with the Corporation.
Section 5. Termination .
Notwithstanding the term of this Agreement, Mr. Muma’s
employment hereunder shall terminate under the following
circumstances:
(a) Death . In the event
Mr. Muma dies, this Agreement shall terminate as of the end of
the month during which his death occurs.
(b) Disability . If
Mr. Muma, due to physical or mental illness, becomes so
disabled as to be unable to perform substantially all of his duties
for a continuous period of six months, either party may by notice
terminate Mr. Muma’s employment effective as
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of the last day of the calendar
month during which such notice is given. If any question arises as
to whether Mr. Muma has become so disabled as to be unable to
perform his duties due to physical or mental illness, Mr. Muma
will submit to the Corporation a certification in reasonable detail
of a physician selected by Mr. Muma or his guardian to whom
the Corporation has no reasonable objection as to whether
Mr. Muma was so disabled. In the event that the Corporation
shall contest such certification, Mr. Muma shall be examined
by a health care practitioner mutually satisfactory to
Mr. Muma (or his guardian) and the Corporation who shall
determine conclusively for purposes of this Agreement whether such
certification was appropriate.
(c) Termination for Cause .
Mr. Muma’s employment may be terminated for cause,
effective immediately upon written notice to Mr. Muma by the
Board of Directors of the Corporation that shall set forth the
specific nature of the reasons for termination. Only the following
acts or o
