EXHIBIT 10.1
METAVANTE
DIRECTORS DEFERRED COMPENSATION
PLAN
ARTICLE I
Introduction
Metavante Technologies, Inc
established the Metavante Directors Deferred Compensation Plan
effective November 1, 2007 (except as otherwise specifically
provided herein) to enable its outside Directors to defer all or
any part of their compensation from the Corporation.
This document is intended to comply
with the provisions of Section 409A of the Internal Revenue
Code and regulations thereunder and shall be interpreted
accordingly. If any provision or term of this document would be
prohibited by or inconsistent with the requirements of
Section 409A of the Code, then such provision or term shall be
deemed to be reformed to comply with Section 409A of the
Code.
ARTICLE II
Definitions and
Construction
As used herein, the following words
shall have the following meanings:
2.01 Account . The account
maintained for each Participant pursuant to Article V below. The
Participant’s Account shall include such subaccounts as the
Administrator deems necessary or desirable for purposes of
implementing separate Distribution Elections for deferrals made in
separate years and/or for purposes of implementing the
Participant’s Investment Election or otherwise.
2.02 Administrator . The
Board of Directors of the Corporation. The Board may delegate its
duties under the Plan pursuant to such conditions or limitations as
the Board may establish. Any such delegation may be revoked by the
Board at any time.
2.03 Affiliate . Any
corporation or other entity which directly or indirectly controls,
is controlled by, or under common control with, the Corporation.
Control means the ability to elect a majority of the Board of
Directors of a corporation or other entity or, if there is no Board
of Directors, a majority of the body which governs the
entity.
2.04 Beneficiaries . Those
persons designated by a Participant to receive benefits hereunder
or, failing such a designation, the spouse or, if none, the estate
of a Participant.
2.05 Change of Control .
“Change of Control” shall have the same meaning as in
the Metavante Corporation 2007 Equity Incentive Plan.
2.06 Code . The Internal
Revenue Code of 1986, as amended.
2.07 Common Stock . The
common stock of the Corporation.
2.08 Corporation . Metavante
Technologies, Inc.
2.09 Deferral Election . The
election by a Participant, from time to time, to defer Fees and/or
Restricted Stock Units in accordance with the provisions of this
Plan.
2.10 Distribution Date . In
the case of a lump sum distribution, “Distribution
Date” means February 15 following the year in which
Separation from Service occurs. In the case of an installment
distribution, “Distribution Date” means January 1
of the year following the year in which the Participant’s
Separation from Service occurs.
2.11 Distribution Election(s)
. The election(s) by a Participant to choose the method of
distribution of his Account. As described in Section 7.02(b),
a Participant may have multiple Distribution Elections in
effect.
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2.12 Disability . A
Participant shall be considered to be suffering from a Disability
if the Participant is, by reason of any medically determinable
physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not
less than 12 months, unable to engage in any substantial gainful
activity.
2.13 Fair Market Value . The
closing sale price of the Common Stock on the New York Stock
Exchange as reported in the Midwest Edition of the Wall Street
Journal for the applicable date; provided that , if
no sales of Common Stock were made on said exchange on that date,
“Fair Market Value” shall mean the closing sale price
of the Common Stock as reported for the next succeeding day on
which sales of Common Stock are made on said exchange, or, failing
any such sales, such other market price as the Committee may
determine in conformity with pertinent law.
2.14 Fees . The cash payments
which would be made to the Director in the absence of a deferral
election hereunder for his services as a Director of the
Corporation.
2.15 Investment Election .
The form filed by the Participant from time to time which
designates the Participant’s investment choices.
2.16 Participant . A
non-employee Director of the Corporation who is eligible under
Article III (such person shall be known as an “Active
Participant”) and any person who previously participated in
the Plan.
2.17 Plan . The Metavante
Directors Deferred Compensation Plan set forth herein and as
amended from time to time.
2.18 Plan Year . The calendar
year.
2.19 Restricted Stock Units .
Restricted stock units awarded to the Director under an equity
compensation plan sponsored by the Corporation.
2.20 “ Separation from
Service ” means expiration or termination of the
arrangement with the Corporation pursuant to which the Participant
performed services as a director of the Corporation if such
expiration or termination constitutes a good faith and complete
termination of the relationship and all other independent
contractor relationships the Participant has with the Corporation.
A good faith and complete termination of a relationship shall not
be deemed to have occurred if the Corporation anticipates a renewal
of a contractual relationship or anticipates that the Participant
shall become an employee of the Corporation. For this purpose, the
Corporation is considered to anticipate the renewal of a
contractual relationship with the Participant if it intends to
contract again for the services provided under the expired
arrangement, and neither the Corporation nor the Participant has
eliminated the Participant as a possible provider of services under
any such new arrangement. Further, the Corporation is considered to
intend to contract again for the services provided under an expired
arrangement if the Corporation’s doing so is conditioned only
upon incurring a need for the services, the availability of funds
or both. The foregoing requirements are deemed satisfied if no
amount will be paid to the Participant before a date at least 12
months after the day on which the arrangement expires pursuant to
which the Participant performed services for the Corporation (or,
in the case of more than one arrangement, all such arrangements
expire) and no amount payable to the Participant on that date will
be paid to the Participant if, after the expiration of the
arrangement (or arrangements) and before that date, the Participant
performs services for the Corporation as a director or other
independent contractor or an employee).
2.21 Unforeseeable Emergency
. A severe financial hardship to a Participant resulting from an
illness or accident of the Participant or the Participant’s
spouse or dependent (as defined in Section 152(a) of the Code,
without regard to Section 151 (b)(1), (b)(2) and (d)(1)(B)),
loss of the Participant’s property due to casualty (including
the need to rebuild a home following damage to a home not otherwise
covered by insurance, for example, as a result of a natural
disaster), or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of
the Participant. For example, the imminent foreclosure of or
eviction from the Participant’s primary residence may
constitute an Unforeseeable Emergency. In addition, the need to pay
for medical expenses, including non-refundable deductibles, as well
as for the costs of prescription drug medication, may constitute an
Unforeseeable Emergency. Finally, the need to pay for funeral
expenses of a spouse or a dependent (as defined in Code
Section 152(a), without regard to Section 151
(b)(1),(b)(2) and (d)(1)(B)) may also constitute an Unforeseeable
Emergency. Except as otherwise provided above, the purchase of a
home and the payment of college tuition are not Unforeseeable
Emergencies. Whether a Participant is faced with an Unforeseeable
Emergency is to be determined based on the relevant facts and
circumstances of each case.
ARTICLE III
Eligibility
3.01 Conditions of
Eligibility . Each non-employee Director of the Corporation
becomes eligible immediately upon election as a
Director.
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ARTICLE IV
Deferrals and Other
Contributions
4.01 Deferral Elections
.
(a) Fees . A Participant may
elect to defer up to 100% of his Fees for services performed during
a Plan Year by completing and filing such forms as required by the
Corporation prior to the first day of the Plan Year or by such
earlier date required pursuant to Section 5.02(b)(ix). A
Participant may elect that his deferrals shall be taken at a
uniform percentage rate from each of his Fee payments during the
Plan Year. Deferred Fees shall be retained by the Corporation,
credited to the Participant’s Account pursuant to
Section 5.01 and paid in accordance with the terms and
conditions of the Plan. A Director who is not already a Participant
and is not already eligible to participate in any other
nonqualified deferred compensation plan of the account balance type
sponsored by the Corporation who becomes a Participant for the
first time during a Plan Year may, subject to
Section 5.02(b)(ix), within 30 days after the effective date
of participation make an election to defer a uniform percentage of
Fees to be paid to him subsequently for services to be performed
subsequent to the deferral election (not to exceed 100% of such
payments).
(b) Restricted Stock Units .
A Participant may elect to defer a specified percentage of
Restricted Stock Units granted to him in any Plan Year (not to
exceed 100% of such Restricted Stock Units) by completing and
filing such forms as required by the Corporation. To be effective,
the deferral election must be filed by the first day of the Plan
Year or by such earlier date required pursuant to
Section 5.02(b)(ix). A Director who is not already a
Participant and is not already eligible to participate in any other
nonqualified deferred compensation plan sponsored by the
Corporation of the account balance type who becomes a Participant
for the first time during a Plan Year may, subject to
Section 5.02(b)(ix), within 30 days after the effective date
of participation make an election to defer a specified percentage
of Restricted Stock Units granted after such election is
made.
4.02 Continued Effect of
Elections .
(a) Fees . A
Participant’s deferral election with respect to a Plan Year
under Section 4.01(a) shall be irrevocable after the last date
upon which it may be filed pursuant to Section 4.01(a) and
shall continue in effect each subsequent Plan Year until
prospectively revoked or amended in writing. For a revocation or
amendment to be effective with respect to Fees for services
performed during a Plan Year, it must be filed by the last date for
which an effective deferral election is permitted to be filed with
respect to those Fees under Section 4.01(a).
(b) Restricted Stock Unit . A
Participant’s deferral election under Section 4.01(b)
with respect to Restricted Stock Units shall be irrevocable after
the last date upon which it may be filed pursuant to
Section 4.01(b) and shall continue in effect with respect to
Restricted Stock Units granted in subsequent Plan Years until
prospectively revoked or amended in writing. For a revocation or
amendment to be effective for any Restricted Stock Units, it must
be filed by the last date for which an effective deferral election
is permitted to be filed with respect to those Restricted Stock
Units under Section 4.01(b).
4.03 Unforeseeable Emergency
. In the event that a Participant makes application for a hardship
distribution under Section 7.04 and the Administrator
determines that an Unforeseeable Emergency exists, all deferral
elections otherwise in effect under this Article IV for the
Participant and any other nonqualified deferred compensation plan
of the account balance type sponsored by the Corporation shall
immediately terminate upon such determination. To resume deferrals
thereafter, a Participant must make an election satisfying the
provisions of Section 4.01(a) and/or (b), as the case may be,
as those provisions apply to someone who is already a Participant
in the Plan.
ARTICLE V
Accounts and
Sub-Accounts
5.01 Credits to Account .
Bookkeeping amounts equal to the amounts deferred by a Participant
pursuant to Article IV shall, subject to the fourth sentence
of Section 5.02(b)(vii) with respect to amounts added to the
General Investment Portion, be credited to the Participant’s
Account as of the date the deferred compensation would otherwise
have been paid or granted to such Participant in the absence of
deferral.
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5.02 V aluation of Account
.
(a) The Participant’s Account
shall be credited or charged with deemed earnings or losses as if
it were invested in accordance with paragraph (b)
below.
(b) (i) The investment options
available hereunder for the deemed investment of the Account shall
be the Common Stock option and the other options specified in
Section 5.03. However, in no event shall the Corporation be
required to make any such investment in the Common Stock option or
any other investment option and, to the extent such investments are
made, such investments shall remain an asset of the Corporation
subject to the claims of its general creditors.
(ii) On the date deferrals are
credited to the Participant’s Account under
Section 5.01, such amounts shall be deemed to be invested in
one or more of the investment options designated by the Participant
for such deemed investment pursuant to Section 5.03. (Each
deferred Restricted Stock Unit shall have an initial value equal to
the Fair Market Value of the Company’s Common Stock on the
date the Restricted Stock Unit is granted which such value shall be
invested as of that same date in the Common Stock option or the
General Investment option pursuant to the Participant’s
election made under Section 5.03. Once made, the
Participant’s investment designation shall continue in effect
for existing Account balances and all future deferrals and
contributions until changed by the Participant. (After a date which
is prospectively established by the Compensation Committee of the
Board of Directors of the Corporation, the Participant may make
separate investment designations for existing Account balances and
future deferrals.) Any such change may be prospectively elected by
the Participant at the times established by the Compensation
Committee, which shall be no less frequently than semi-annually,
and shall be effective only from and after the effective date of
such change. Until such time as the Compensation Committee takes
action to the contrary, such changes may be elected at the times
specified in Section 5.03.
(iii) A Participant’s balance
in the Common Stock option shall be determined as though deferrals
credited to the Participant’s Account allocated to that
option are invested in Common Stock by purchase at the Fair Market
Value price of such stock on the date the amounts are credited to
the Participant’s Account.
(iv) The portion of a
Participant’s Account invested in the Common Stock option
shall be called the Metavante Stock Portion. The remaining portion
of the Participant’s Account is herein referred to as the
General Investment Portion.
(v) The value of the Metavante Stock
Portion on any particular date will be based upon the value of the
shares of Common Stock which such Portion is deemed to hold on that
date. Subject to subparagraph (vii) below, the shares of such
stock deemed to be held in such Portion shall be credited with
dividends at the time they are credited with respect to actual
shares of Common Stock and such dividends shall be deemed to be
used to purchase additional shares of Common Stock on the day
following the crediting of such dividends at the then Fair Market
Value price of such stock. The Metavante Stock Portion shall also
be credited from time to time with additional shares of Common
Stock equal in number to the number of shares granted in any stock
dividend or split to which the holder of a like number of shares of
Common Stock would be entitled. All other distributions with
respect to shares of Common Stock shall be similarly
applied.
(vi) The valuation of the funds held
in the General Investment Portion shall be accomplished in the same
manner as though the deemed investments in such funds had actually
been made and are valued at their fair market value price on
valuation dates hereunder.
(vii) Until such time as the
Compensation Committee takes action to the contrary, a
Participant’s Account shall be valued on a daily basis. Gains
or losses on deferrals and contributions shall be based on the
actual gains or losses on such contributions and
deferrals.
(viii) All elections and
designations under this Plan shall be made in accordance with
procedures prescribed by the Administrator.
(ix) Notwithstanding any other
provision of this Plan to the contrary, a Participant may not make
any election or transaction in Common Stock at a time when
(A) the Participant is in possession of any material
non-public information or at a time not permitted under the
Corporation’s policy on insider trading or (B) not
permitted under applicable law.
(c) The Corporation shall provide
quarterly reports to each Participant showing (a) the value of
the Account as of the most recent calendar quarter end,
(b) the deferrals and contributions credited to the
Participant under Section 5.01 for such quarter and
(c) the amount of any investment gain or loss.
(d) Notwithstanding any other
provision of this Plan that may be interpreted to the contrary, the
deemed investments are to be used for measurement purposes only and
shall not be considered or construed in any manner as
an actual investment of the Participant’s Account balance in
any investment option. In the event that the Corporation or the
trustee of any grantor trust which the Corporation may choose to
establish to finance some or all of its obligations hereunder, in
its own discretion, decides to invest funds in any or all of such
options, the Participant shall have no rights in or to such
investments themselves. Without limiting the foregoing, the
Participant’s Account balance shall at all times be a
bookkeeping entry only and shall not represent any investment made
on the Participant’s behalf by the Corporation or any trust;
the Participant shall at all times remain an unsecured creditor of
the Corporation.
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5.03 Available Investment
Options .
(a) Until changed by the Investment
Committee, the investment options available to Participants are the
Lehman’s BB Bond Rate (the “default option”)
adjuste
