EXHIBIT 10.13
FISERV, INC. 2007 OMNIBUS
INCENTIVE PLAN
FORM OF
RESTRICTED STOCK UNIT AWARD
MEMORANDUM –
NON-EMPLOYEE
DIRECTOR
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Non-Employee Director:
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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
Award:
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[NUMBER
OF SHARES]
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Vesting Schedule:
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This Award will
vest, and the Shares subject to this Award will be issued (subject
to any deferral election made pursuant to Section 2), on the
earlier of: (i) the first anniversary of the Grant Date; or
(ii) immediately prior to the first annual meeting of
shareholders of the Company that occurs in the year following the
year of the Grant Date.
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Additional terms and conditions
of your Award are included in the Restricted Stock Unit Agreement
(Non-Employee Director). As a condition to your receipt of Shares,
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.
FISERV, INC. 2007 OMNIBUS
INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD
AGREEMENT
(Non-Employee
Director)
Pursuant to the Fiserv, Inc. 2007
Omnibus Incentive Plan (the “Plan”), Fiserv, Inc., a
Wisconsin corporation (the “Company”), hereby grants to
you an award of Restricted Stock Units (the “Award”)
entitling you to receive such number of shares of Company common
stock (the “Shares”) as is set forth above on the terms
and conditions set forth in this agreement (this
“Agreement”) and the terms of the Plan. Capitalized
terms used in this Agreement and not defined herein shall have the
meanings set forth in the Plan.
1.
Vesting Provisions.
(a) Provided you are serving on the
Company’s board of directors (the “Board”) on
such date, this Award will vest, and the Shares subject to this
Award will be issued (subject to any deferral election made
pursuant to Section 2), on the earlier of: (i) the first
anniversary of the Grant Date; or (ii) immediately prior to
the first annual meeting of shareholders of the Company that occurs
in the year following the year of the Grant Date.
(b) In the event of your
resignation, removal, or other termination from the Board (a
“Termination”) for any reason before the Award vests,
the Award will terminate and you will have no right to receive any
Shares hereunder; provided , however , that in the
event of your Termination by reason of death, this Award will vest
in full and all of the Shares subject hereto shall be immediately
issuable; and provided , further , the Board may in
its sole discretion accelerate the vesting of this Award in the
event of your Termination by any reason other than
death.
(c) The Company will have no further
obligations to you under this Award if the Award terminates as
provided herein.
(d) If the Company declares a cash
dividend, you will be credited with an additional number of
Restricted Stock Units on the date the cash dividends are paid to
the Company shareholders equal to the amount of cash dividends
payable with respect to a number of shares of stock equal to your
Restricted Stock Units divided by the Fair Market Value of a Share
on the date the dividend is paid. These additional Restricted Stock
Units will be subject to all of the terms and conditions of this
Agreement and the Plan.
2.
Deferral . You may elect, no later than
December 31, 2008, to defer all or any portion (in 25%
increments) of the number of Shares that would otherwise be issued
pursuant to this Award. Such deferred Shares will be credited to
the Deferred Compensation Plan for Non-Employee Directors of
Fiserv, Inc. (the “Deferred Compensation Plan”) at the
time they would have otherwise been issued to you, and will
thereafter be subject to all of the terms and conditions of the
Deferred Compensation Plan. Notwithstanding the foregoing, the
deferral election shall be ineffective with regard to any Shares
that
