EXHIBIT 10.16
FISERV, INC. 2007 OMNIBUS
INCENTIVE PLAN
FORM OF
STOCK OPTION AWARD MEMORANDUM
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EMPLOYEE (SENIOR
MANAGEMENT)
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Employee:
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[FIRST
NAME] [LAST NAME]
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Grant Date:
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[GRANT
DATE]
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Number of Shares Subject to
Option:
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[NUMBER
OF SHARES]
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Exercise Price Per Option Share:
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[EXERCISE
PRICE]
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Type of Option:
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Vesting Schedule:
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Number of Option Shares
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Date
Exercisable
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1/3 of Option Shares
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1st anniversary
of Grant Date
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1/3 of Option Shares
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2nd anniversary
of Grant Date
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1/3 of Option Shares
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3rd anniversary
of Grant Date
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Expiration Date:
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10 years
after the Grant Date
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Additional terms and conditions
of your Award are included in the Employee Stock Option Agreement.
As a condition to your ability to exercise your Option, you must
log on to Fidelity’s website at
www.netbenefits.fidelity.com and accept the terms and
conditions of this Award within 120 calendar days of your Award
Grant Date. If you do not accept the terms and conditions of this
Award within such time at www.netbenefits.fidelity.com, this Award
will be forfeited and immediately terminate.
Note
: Section 5(c) of the
Employee Stock Option Agreement contains certain restrictions on
your activities. These provisions apply to you and, by accepting
this Award, you agree to be bound by these
restrictions.
FISERV, INC. 2007 OMNIBUS
INCENTIVE PLAN
EMPLOYEE STOCK OPTION
AGREEMENT
Pursuant to the Fiserv, Inc. 2007
Omnibus Incentive Plan (the “ Plan ”), Fiserv,
Inc., a Wisconsin corporation (the “ Company
”), has granted you an Option, the terms and conditions of
which are set out below and in the Award Memorandum and the Plan.
Any capitalized term used herein without definition has the meaning
set forth in the attached Award Memorandum, which forms a part of
this Employee Stock Option Agreement (this “ Agreement
”), or, if no such meaning is set forth in the Award
Memorandum, the meaning set forth in the Plan.
In the event of a conflict between
the terms of this Agreement or the Award Memorandum and the terms
of the Plan, the terms of the Plan shall govern. In the event of a
conflict between the terms of this Agreement and the Award
Memorandum, the terms of this Agreement shall govern.
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1.
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Grant
Date; Type of Option . The
Option is granted to you on the Grant Date set forth in the Award
Memorandum. If the Option is designated as a “non-qualified
stock option” in the Award Memorandum, then the Option will
not be treated by you or the Company as an incentive stock option
as defined in Section 422 of the Code. If the Option is
designated as an “incentive stock option” in the Award
Memorandum, then the Option is intended to satisfy the requirements
of Section 422 of the Code.
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2.
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Termination of Option
. Your right to exercise the Option (and to
purchase the Shares subject to the Option (the “ Option
Shares ”)) shall expire and terminate in all events on
the earlier of (a) the Expiration Date set forth in the Award
Memorandum or (b) the date upon which exercise is no longer
permitted pursuant to Section 7 of this Agreement or
(c) your failure to accept the terms of this Agreement, the
Award Memorandum and the Plan within the time period and in the
manner specified in this Agreement.
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3.
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Exercise
Price .
The purchase price to be paid upon
the exercise of the Option will be the Exercise Price Per Option
Share set forth in the Award Memorandum.
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4.
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Provisions Relating to Exercise
. Once you become entitled to exercise any part of
the Option (and to purchase Option Shares) pursuant to the vesting
schedule set forth in the Award Memorandum, that right will
continue until the date on which the Option expires and terminates.
The right to purchase Option Shares under the Option is cumulative,
so that if the full number of Option Shares is not purchased in a
single transaction, the balance may be purchased at any time or
from time to time thereafter during the term of the Option. The
Administrator, in its sole discretion, may at any time accelerate
the time at which the Option becomes exercisable by you with
respect to any Option Shares. The Company may cancel, rescind,
suspend, withhold or otherwise limit or restrict any unexpired,
unpaid or deferred part of the Option at any time if you are not in
compliance with all applicable provisions of this Agreement, the
Award Memorandum and the Plan.
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5.
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Confidential Information, Non-Competition and
Related Covenants .
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(i)
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“
Fiserv ” means the Company, its direct and indirect
subsidiaries, affiliated entities, successors, and
assigns.
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(ii)
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“
Confidential Information ” means all trade secrets,
Innovations (as defined below), confidential or proprietary
business information and data, computer software, and database
technologies or technological information, formulae, templates,
algorithms, designs, process and systems information, processes,
intellectual property rights, marketing
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plans, client lists and
specifications, pricing and cost information and any other
confidential information of Fiserv or its clients, vendors or
subcontractors that relates to the business of Fiserv or to the
business of any client, vendor or subcontractor of Fiserv or any
other party with whom Fiserv agrees to hold information in
confidence, whether patentable, copyrightable or protectable as a
trade secret or not, except: (A) information that is, at the
time of disclosure, in the public domain or that is subsequently
published or otherwise becomes part of the public domain through no
fault of yours; or (B) information that is disclosed by you
under order of law or governmental regulation; provided, however,
that you agree to notify the General Counsel of Fiserv upon receipt
of any request for disclosure as soon as possible prior to any such
disclosure so that appropriate safeguards may be
maintained.
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(iii)
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“
Competing Product or Service ” means any product or
service that is sold in competition with, or is being developed and
that will compete with, a product or service developed,
manufactured, or sold by Fiserv. For purposes of this
Section 5, Competing Products or Services as to you are
limited to products and/or services with respect to which you
participated in the development, planning, testing, sale, marketing
or evaluation on behalf of Fiserv during any part of your
employment with Fiserv, or after the termination of your
employment, during any part of the 24 months preceding the
termination of your employment with Fiserv, or for which you
supervised one or more Fiserv employees, units, divisions or
departments in doing so.
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(iv)
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“
Competitor ” means an individual, business or any
other entity or enterprise engaged or having publicly announced its
intent to engage in the sale or marketing of any Competing Product
or Service.
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(v)
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“
Innovations ” means all developments, improvements,
designs, original works of authorship, formulas, processes,
software programs, databases, and trade secrets, whether or not
patentable, copyrightable or protectable as trade secrets, that
you, either by yourself or jointly with others, create, modify,
develop, or implement during the period of your employment with
Fiserv that relate in any way to Fiserv’s
business.
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(vi)
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“
Moral Rights ” means any rights to claim authorship of
a work of authorship, to object to or prevent the modification of
any such work of authorship, or to withdraw from circulation or
control the publication or distribution of any such work of
authorship.
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(vii)
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“
Client ” means any person, association or entity:
(A) for which you directly performed services or for which you
supervised others in performing services with Fiserv, during any
part of your employment with Fiserv, or after the termination of
your employment, during any part of the 24 months preceding the
termination of your employment with Fiserv; or (B) about which
you have Confidential Information as a result of your employment
with Fiserv.
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(viii)
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“
Prospective Client ” means any client: (A) with
which Fiserv was in active business discussions or negotiations at
any time during any part of your employment with Fiserv, or after
the termination of your employment, during any part of the 24
months preceding the termination of your employment with Fiserv, in
which you participated or for which you directly performed services
or for which you supervised others in performing services with
Fiserv; or (B) about which you have Confidential Information
as a result of your employment with Fiserv.
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(b)
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During your
employment, Fiserv will provide you with Confidential Information
relating to Fiserv, its business and clients, the disclosure or
misuse of which would cause severe and irreparable harm to Fiserv.
You agree that all Confidential Information is and shall remain the
sole and absolute property of Fiserv. Upon the termination of your
employment for any reason, you shall immediately return to Fiserv
all documents and materials that contain or constitute Confidential
Information, in any form whatsoever, including but not limited to,
all copies, abstracts, electronic versions, and summaries thereof.
You further agree that, without the written consent of the Chief
Executive Officer of the Company or, in the case of the Chief
Executive Officer of the Company, without the written approval of
the Board of Directors of the Company:
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(i)
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You will not
disclose, use, copy or duplicate, or otherwise permit the use,
disclosure, copying or duplication of any C
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