FIDELITY NATIONAL INFORMATION
SERVICES, INC.
Michael D.
Hayford
4900 West Brown Deer Road
Milwaukee, Wisconsin 53223
As
you know, your Employment Agreement with Fidelity National
Information Services, Inc. (the “ Company”) ,
dated as of March 31, 2009 (the “ Employment
Agreement ”) will become effective upon the closing of
the merger of Metavante Technologies, Inc. (“
Metavante ”) with Cars Holdings, LLC, a wholly owned
subsidiary of the Company, pursuant to an Agreement and Plan of
Merger, dated as of March 31, 2009, by and among the Company,
Metavante and Cars Holdings, LLC (the “ Merger
Agreement ”). In consideration of the new restrictive
covenants that you have agreed to in the Employment Agreement and
to incentivize you to continue to remain an integral part of the
Company and its affiliates in your new position to be located in
Jacksonville, Florida, the Company will provide you with a
retention bonus of $3,000,000 (the “ Retention Bonus
”), subject to and in accordance with the terms and
conditions described in this letter agreement (the “
Letter Agreement ”).
The
Retention Bonus will be paid to you on the first normal payroll
date following the seven-month anniversary of the Closing Date (as
defined in the Merger Agreement) (the “ Payment Date
”), subject to the following conditions:
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You
must purchase (or enter into an annual lease to rent) a residential
property in, the Jacksonville, Florida metropolitan area and, prior
to the Payment Date, certify in writing to the Company that you
have made such a purchase (or entered into such a
lease);
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You
must execute (and not revoke) a release, as described in Section
28(b) of the Employment Agreement (the “ Release
”); and
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You
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