THIS EMPLOYMENT
AGREEMENT (the “Agreement”) is effective as of
October 1, 2009 (the “Effective Date”), by and
between FIDELITY NATIONAL INFORMATION SERVICES, INC., a
Georgia corporation (the “Company”), and JAMES W.
WOODALL (the “Employee”). In consideration of the
mutual covenants and agreements set forth herein, the parties agree
as follows:
1.
Purpose and Release . The purpose of this Agreement is to
amend and restate all prior agreements between Company, and any of
its affiliates, and Employee relating to the subject matter of this
Agreement (including, without limitation, the Employment Agreement
dated as of June 30, 2008 by and between Company and Employee), to
recognize Employee’s significant contributions to the overall
financial performance and success of Company, to protect
Company’s business interests through the addition of
restrictive covenants, to assure Company of the services of
Employee following the Effective Date, and to provide a single,
integrated document which shall provide the basis for
Employee’s continued employment by Company. In consideration
of the execution of this Agreement and the amendment and
restatement of all such prior agreements, the parties each release
all rights and claims that they have, had or may have arising under
such prior agreements.
2.
Employment and Duties . Subject to the terms and conditions
of this Agreement, Company employs Employee to serve as SVP, Chief
Accounting Officer, or in such other capacity as may be mutually
agreed by the parties. Employee accepts such employment and agrees
to undertake and discharge the duties, functions and
responsibilities commensurate with the aforesaid position and such
other duties and responsibilities as may be prescribed from time to
time by Company. Employee shall devote substantially all business
time, attention and effort to the performance of duties hereunder
and shall not engage in any business, profession or occupation, for
compensation or otherwise without the express written consent of
Company, other than personal, personal investment, charitable, or
civic activities or other matters that do not conflict with
Employee’s duties.
3.
Term . The term of this Agreement shall commence on the
Effective Date and shall continue for a period of three
(3) years ending on the third anniversary of the Effective
Date or, if later, ending on the last day of any extension made
pursuant to the next sentence, subject to prior termination as set
forth in Section 8 (such term, including any extensions
pursuant to the next sentence, the “Employment Term”).
The Employment Term shall be extended automatically for one
(1) additional year on the first anniversary of the Effective
Date and for an additional year each anniversary thereafter unless
and until either party gives written notice to the other not to
extend the Employment Term before such extension would be
effectuated.
4.
Salary . During the Employment Term, Company shall pay
Employee an annual base salary, before deducting all applicable
withholdings, of no less than $286,000 per year, payable at the
time and in the manner dictated by Company’s standard payroll
policies. Such minimum annual base salary may be periodically
reviewed and increased (but not decreased without Employee’s
express written consent) at the discretion of Company to reflect,
among other matters, cost of living increases and performance
results (such annual base salary, including any increases, the
“Annual Base Salary”).
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5. Other
Compensation and Fringe Benefits . In addition to any executive
bonus, pension, deferred compensation and long-term incentive plans
which Company or an affiliate of Company may from time to time make
available to Employee, Employee shall be entitled to the following
during the Employment Term:
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(a)
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equivalent or more beneficial
medical and other insurance coverage (for Employee and any covered
dependents) provided by Company to executives with the same
corporate title (e.g., Senior Vice President);
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(b)
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supplemental disability insurance
sufficient to provide a benefit to Employee equal to two-thirds of
Employee’s pre-disability Annual Base Salary, provided that
such coverage is available in the market using traditional
standards of underwriting;
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(c)
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an
annual incentive bonus opportunity under Company’s annual
incentive plan (“Annual Bonus Plan”) for each calendar
year included in the Employment Term, with such opportunity to be
earned based upon attainment of performance objectives established
by Company (“Annual Bonus”). Employee’s target
Annual Bonus under the Annual Bonus Plan shall be no less than 50%
of Employee’s then current Annual Base Salary, with a maximum
of up to 100% of Employee’s then current Annual Base Salary
(collectively, the target and maximum Annual Bonus are referred to
as the “Annual Bonus Opportunity”). Employee’s
Annual Bonus Opportunity may be periodically reviewed and increased
by Company, but may not be decreased without Employee’s
express written consent. If owed pursuant to the terms of the
Annual Bonus Plan, the Annual Bonus shall be paid no later than the
March 15 th first following the calendar year to
which the Annual Bonus relates. Unless provided otherwise herein or
the Board of Directors of Company (the “Board”)
determines otherwise, no Annual Bonus shall be paid to Employee
unless Employee is employed by Company, or an affiliate thereof, on
the Annual Bonus payment date;
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(d)
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eligibility to participate in
Company’s equity incentive plans; and
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(e)
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all
other benefits and incentive opportunities customarily made
available to executives with the same corporate title.
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6.
Vacation . For and during each calendar year within the
Employment Term, Employee shall be entitled to reasonable paid
vacation periods and holidays consistent with Employee’s
position and in accordance with Company’s standard policies,
or as Company may approve.
7.
Expense Reimbursement . In addition to the compensation and
benefits provided herein, Company shall, upon receipt of
appropriate documentation, reimburse Employee each month for
reasonable travel, lodging, entertainment, promotion and other
ordinary and necessary business expenses incurred during the
Employment Term to the extent such reimbursement is permitted under
Company’s expense reimbursement policy.
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8.
Termination of Employment . Company or Employee may
terminate Employee’s employment at any time and for any
reason in accordance with Subsection (a) below. The Employment
Term shall be deemed to have ended on the last day of
Employee’s employment. The Employment Term shall terminate
automatically upon Employee’s death.
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(a)
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Notice of Termination
. Any purported
termination of Employee’s employment (other than by reason of
death) shall be communicated by written Notice of Termination (as
defined herein) from one party to the other in accordance with the
notice provisions contained in this Agreement. For purposes of this
Agreement, a “Notice of Termination” shall mean a
notice that indicates the “Date of Termination” and,
with respect to a termination due to “Cause”,
“Disability” or “Good Reason”, sets forth
in reasonable detail the facts and circumstances that are alleged
to provide a basis for such termination. A Notice of Termination
from Company shall specify whether the termination is with or
without Cause or due to Employee’s Disability. A Notice of
Termination from Employee shall specify whether the termination is
with or without Good Reason.
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(b)
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Date of Termination
. For purposes of this
Agreement, “Date of Termination” shall mean the date
specified in the Notice of Termination (but in no event shall such
date be earlier than the thirtieth (30 th ) day following the date the Notice
of Termination is given) or the date of Employee’s death.
Notwithstanding the foregoing, in no event shall the Date of
Termination occur until Employee experiences a “separation
from service” within the meaning of Section 409A (as
defined in Section 26(b) of this Agreement), and notwithstanding
anything contained herein to the contrary, the date on which such
separation from service takes place shall be the “Date of
Termination,” and all references herein to a
“termination of employment” (or words of similar
meaning) shall mean a “separation from service” within
the meaning of Section 409A.
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(c)
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No Waiver . The failure to set forth any fact
or circumstance in a Notice of Termination, which fact or
circumstance was not known to the party giving the Notice of
Termination when the notice was given, shall not constitute a
waiver of the right to assert such fact or circumstance in an
attempt to enforce any right under or provision of this
Agreement.
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(d)
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Cause . For purposes of this Agreement, a
termination for “Cause” means a termination of
Employee’s employment by Company based upon Employee’s:
(i) persistent failure to perform duties consistent with a
commercially reasonable standard of care (other than due to a
physical or mental impairment or due to an action or inaction
directed by Company that would otherwise constitute Good Reason);
(ii) willful neglect of duties (other than due to a physical
or mental impairment or due to an action or inaction directed by
Company that would otherwise constitute Good Reason); (iii)
conviction of, or pleading nolo contendere to, criminal or other
illegal activities involving dishonesty or moral turpitude;
(iv) material breach of this Agreement; (v) material breach of
Company’s business policies, accounting practices or
standards of ethics; or (vi)
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failure to materially cooperate with
or impeding an investigation authorized by the Board.
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(e)
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Disability . For purposes of this Agreement, a
termination based upon “Disability” means a termination
of Employee’s employment by Company based upon
Employee’s entitlement to long-term disability benefits under
Company’s long-term disability plan or policy, as the case
may be, as in effect on the Date of Termination.
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(f)
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Good Reason . For purposes of this Agreement, a
termination for “Good Reason” means a termination of
Employee’s employment by Employee based upon the occurrence
(without Employee’s express written consent) of any of the
following:
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(i)
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a
material adverse change in Employee’s position or title, or a
material diminution in Employee’s managerial authority,
duties or responsibilities or the conditions under which such
duties or responsibilities are performed (e.g., a material
reduction in the number or scope of department(s), functional
group(s) or personnel over which Employee has managerial
authority), in each case as in effect as of immediately following
the Effective Date;
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(ii)
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a
material adverse change in the position to whom Employee reports
(e.g., EVP), or a material diminution in the managerial authority,
duties or responsibilities of the person in that position, in each
case as of immediately following the Effective Date;
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(iii)
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a
material change in the geographic location of Employee’s
principal working location (currently, 601 Riverside Avenue,
Jacksonville, Florida), which Company has determined to be a
relocation of more than thirty-five (35) miles;
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(iv)
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a
material diminution in Employee’s Annual Base Salary or
Annual Bonus Opportunity; or
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(v)
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a
material breach by Company of any of its obligations under this
Agreement.
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Notwithstanding
the foregoing, Employee being placed on a paid leave for up to
sixty (60) days pending a determination of whether there is a
basis to terminate Employee for Cause shall not constitute Good
Reason. Employee’s continued employment shall not constitute
consent to, or a waiver of rights with respect to, any act or
failure to act constituting Good Reason hereunder; provided,
however, that no such event described above shall constitute Good
Reason unless: (1) Employee gives Notice of Termination to Company
specifying the condition or event relied upon for such termination
within ninety (90) days of the initial existence of such event
and (2) Company fails to cure the condition or event
constituting Good Reason within thirty (30) days following
receipt of Employee’s Notice of Termination (the “Cure
Period”). In the event that Company fails to remedy the
condition constituting Good Reason during the applicable
Cure
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Period,
Employee’s “separation from service” (within the
meaning of Section 409A) must occur, if at all, within
one-hundred fifty (150) days following such Cure Period in
order for such termination as a result of such condition to
constitute a termination for Good Reason.
9.
Obligations of Company Upon Termination .
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(a)
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Termination by Company for a Reason
Other than Cause, Death or Disability and Termination by Employee
for Good Reason . If Employee’s employment is
terminated during the Employment Term by: (1) Company for any
reason other than Cause, Death or Disability; or (2) Employee
for Good Reason:
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(i)
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Company shall pay Employee the
following (collectively, the “Accrued Obligations”):
(A) within five (5) business days after the Date of
Termination, any earned but unpaid Annual Base Salary;
(B) within a reasonable time following submission of all
applicable documentation, any expense reimbursement payments owed
to Employee for expenses incurred prior to the Date of Termination;
and (C) no later than March 15th of the year in which the
Date of Termination occurs, any earned but unpaid Annual Bonus
payments relating to the prior calendar year;
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(ii)
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Company shall pay Employee no later
than March 15 th of the calendar year following the
year in which the Date of Termination occurs, a prorated Annual
Bonus based upon the actual Annual Bonus that would have been
earned by Employee for the year in which the Date of Termination
occurs, ignoring any requirement under the Annual Bonus Plan that
Employee must be employed on the payment date (using
Employee’s Annual Bonus Opportunity for the prior year if no
Annual Bonus Opportunity has been approved for the year in which
the Date of T
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