Fidelity
National Information services, Inc.
2008 Omnibus Incentive
Plan
Notice of Restricted Stock Unit
Grant
You (the
“Grantee”) have been granted the following award of
restricted stock units (the “Restricted Stock Units”)
denominated in shares of Common Stock of Fidelity National
Information Services, Inc. (the “Company”), par value
$0.01 per share (the “Shares”), pursuant to the
Fidelity National Information Services, Inc. 2008 Omnibus Incentive
Plan (the “Plan”):
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William P.
Foley, II
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Number of
Restricted Stock Units Granted:
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October 1,
2009
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Vesting and
Period of Restriction:
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Subject to the
terms of the Plan and the Restricted Stock Unit Award Agreement
attached hereto, the Period of Restriction shall lapse, and all of
the Restricted Stock Units granted hereunder shall become fully
vested on the six-month anniversary of the Effective Date of
Grant.
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By your
signature and the signature of the Company’s representative
below, you and the Company agree and acknowledge that this grant of
Restricted Stock Units is granted under and governed by the terms
and conditions of the Plan and the attached Restricted Stock Unit
Award Agreement, which are incorporated herein by reference, and
that you have been provided with a copy of the Plan and Restricted
Stock Unit Agreement.
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Grantee:
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Fidelity
National Information Services, Inc.
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By:
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William P.
Foley, II
Date: October 1, 2009
Address: 601 Riverside Avenue, 12 th Floor
Jacksonville, Florida 32204
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Ronald D.
Cook
EVP, General Counsel and
Corporate Secretary
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Fidelity
National Information Services, Inc.
2008 Omnibus Incentive
Plan
Restricted Stock Unit Award
Agreement
SECTION 1.
GRANT OF RESTRICTED STOCK UNIT
(a) Restricted Stock Unit. On the terms and conditions
set forth in the Notice of Restricted Stock Unit Grant and this
Restricted Stock Unit Award Agreement (the
“Agreement”), the Company grants to the Grantee on the
Effective Date of Grant the Restricted Stock Units (the
“Restricted Stock Units”) set forth in the Notice of
Restricted Stock Unit Grant.
(b) Plan
and Defined Terms. The Restricted Stock Units are granted
pursuant to the Plan. All terms, provisions, and conditions
applicable to the Restricted Stock Units set forth in the Plan and
not set forth herein are hereby incorporated by reference herein.
To the extent any provision hereof is inconsistent with a provision
of the Plan, the provisions of the Plan will govern. All
capitalized terms that are used in the Notice of Restricted Stock
Unit Grant or this Agreement and not otherwise defined therein or
herein shall have the meanings ascribed to them in the
Plan.
SECTION 2.
FORFEITURE; TRANSFER RESTRICTIONS AND SETTLEMENT
(a) Forfeiture Restrictions. If the Grantee’s
employment terminates for any reason, other than by the Grantee
without “Good Reason” (as defined in Grantee’s
Second Amended and Restated Employment Agreement between the
Grantee and the Company, dated September 30, 2009 (the
“Employment Agreement”)) while Restricted Stock Units
are subject to a Period of Restriction, the Period of Restriction
with respect to such Restricted Stock Units shall lapse, and the
Restricted Stock Units shall vest and be settled in accordance with
this Section 2, on the date of the Grantee’s termination
of employment or service. If the Grantee terminates employment
without Good Reason, the Restricted Stock Units shall be forfeited
and cancelled. For purposes of this Agreement, a termination of
employment (or words of similar meaning) shall mean a
“separation from service” within the meaning of
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”). 4
(b) Transfer Restrictions. During the Period of
Restriction, the Restricted Stock Units may not be sold, assigned,
pledged, exchanged, hypothecated or otherwise transferred,
encumbered or disposed of to the extent such Restricted Stock Units
are subject to a Period of Restriction.
(c) Lapse
of Restrictions. The Period of Restriction shall lapse as to
the Restricted Stock Units in accordance with the Notice of
Restricted Stock Unit Grant or, if earlier, in accordance Section
2(a) hereof.
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