Exhibit 10.7
RETENTION
AGREEMENT
RETENTION AGREEMENT
dated as of November 7, 2005
by and between Fiserv, Inc., a Wisconsin corporation (the
“Corporation”), and Norman J. Balthasar, an individual
residing at 7736 North Beach Drive, Fox Point, WI 53217.
WHEREAS, Mr. Balthasar is
Senior Executive Vice President and Chief Operating Officer of the
Corporation; and
WHEREAS, Mr. Balthasar wishes
to retire from his position no later than June 30, 2008, but
wishes to ensure an orderly succession to his position;
and
WHEREAS, the Board of Directors of
the Corporation recognizes Mr. Balthasar’s wishes and
desires as well to ensure an orderly succession to
Mr. Balthasar’s position in view of the importance of
Mr. Balthasar’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. Balthasar;
NOW, THEREFORE, in consideration of
the mutual promises contained herein, the Corporation and
Mr. Balthasar agree as follows:
Section 1
. Employment Duties . The
Corporation agrees to employ Mr. Balthasar, and
Mr. Balthasar 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. Balthasar agrees to serve as either Chief Operating
Officer of the Corporation or as an active, full-time advisor to
the Chief Executive Officer of the Corporation with such
responsibilities and duties as are required of Mr. Balthasar
by the Board of Directors of the Corporation or the Chief Executive
Officer of the Corporation. Such responsibilities and duties shall
be consistent with the responsibilities and duties of
Mr. Balthasar currently, except to the extent specifically
modified hereunder.
Section 2
. Term . Mr. Balthasar
agrees to remain employed by the Corporation until June 30,
2008, serving, as determined by the Board of Directors or the Chief
Executive Officer of the Corporation, as either Chief Operating
Officer or as an active, full-time advisor to the Chief Executive
Officer until such date, until his successor is elected and
qualifies or until otherwise determined by the Board of Directors
of the Corporation. The term of this Agreement shall commence on
the date hereof and terminate on the earliest of June 30,
2008, 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 October 1, 2002
(the “Balthasar Keesa”) by and between the Corporation
and Mr. Balthasar, provided , however , that
neither party hereto shall have any
1
obligations to the other hereunder until
election and qualification of the successor to Leslie M. Muma, the
President and Chief Executive Officer of the Corporation as of the
date hereof, and such person’s commencement date as President
and Chief Executive Officer of the Corporation, whereupon, if
Mr. Balthasar shall be employed by the Corporation at such
time, the provisions of this Agreement shall become immediately and
automatically effective without any further action on the part of
the Corporation or Mr. Balthasar. For the avoidance of doubt,
Mr. Balthasar’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 Balthasar Keesa.
Section 3
. Performance . During the
term of this Agreement, Mr. Balthasar 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 of the offices held by him from
time to time during the term. Mr. Balthasar 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.
Section 4
. Compensation and Benefits .
For all services to be rendered by Mr. Balthasar in any
capacity during the period of his employment under this Agreement,
the Corporation shall pay or cause to be paid to Mr. Balthasar
and shall provide or cause to be provided to him the
following:
(a) Salary and Bonus . The
Corporation will pay Mr. Balthasar salary and bonus (pro rata
for partial years) at current or equivalent formula rates through
his last date of employment and thereafter until June 30, 2008
as long as Mr. Balthasar is willing to serve, as determined by
the Chief Executive Officer of the Corporation, as either Chief
Operating Officer or as an active, full-time advisor to the Chief
Executive Officer.
(b) Incentive Compensation .
The Corporation will provide Mr. Balthasar long-term incentive
compensation (for example, stock options and restricted stock)
until his last day of employment as Chief Operating Officer
(prorated for a partial year) on the same or equivalent basis as
long-term incentive compensation (stock options) have been made to
date. If Mr. Balthasar no longer serves as Chief Operating
Officer, but continues to be employed, a replacement long-term
incentive plan will be recommended to the Board of Directors of the
Corporation by the Chief Executive Officer based on
Mr. Balthasar’s then position with the Corporation. Such
replacement plan will be at the discretion of the Board of
Directors. As of Mr. Balthasar’s last day of employment,
the exercise provisions of outstanding stock option agreements with
Mr. Balthasar will be triggered.
(c) Regular Benefits . In
addition to the salary and incentive compensation provided above,
Mr. Balthasar shall be entitled to participate in any employee
benefit plans, welfare benefit plans, retirement plans, and other
fringe benefit plans from time to
2
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. Balthasar’s last day of employment, will include any
sabbatical benefits to which he had become entitled by virtue of
his tenure with the Corporation. Mr. Balthasar will not be
required to relocate to an office greater than 35 miles from his
current office.
Section 5. Termination .
Notwithstanding the term of this Agreement,
Mr. Balthasar’s employment hereunder shall terminate
under the following circumstances:
(a) Death . In the event
Mr. Balthasar dies, this Agreement shall terminate as of the
end of the month during which his death occurs.
(b) Disability . If
Mr. Balthasar, 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. Balthasar’s employment effective as of the
last day of the calendar month during which such notice is given.
If any question arises as to whether Mr. Balthasar has become
so disabled as to be unable to perform his duties due to physical
or mental illness, Mr. Balthasar will submit to the
Corporation a certification in reasonable detail of a
physicia
