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EXHIBIT 10.5
NON-COMPETITION AGREEMENT
THIS NON-COMPETITION AGREEMENT (the
"Agreement") is made and entered into this
27th day of January 2004, by and between
Sanchez Computer Associates, Inc., a
Pennsylvania corporation (the "Company"),
Fidelity Information Services, Inc.,
an Arkansas corporation ("FIS") and their
respective successors and assigns
(hereinafter collectively referred to as
"Company") and Michael A. Sanchez, an
individual ("Employee").
R E C I T A L S
WHEREAS, Fidelity National Financial, Inc.,
a Delaware corporation ("FNF") and
the parent of FIS, and the Company have
entered into that certain Merger
Agreement, dated as of January 27, 2004
(the "Merger Agreement"), pursuant to
which FIS will acquire all of the capital
stock of the Company;
WHEREAS, a condition to close the
transactions contemplated by the Merger
Agreement is the execution of this
Agreement by and between the Company and
Employee; and
WHEREAS, the Company is in the business of
developing and marketing scalable and
integrated software and services that
provide banking, customer integration,
wealth management and outsourcing solutions
for the banking industry ("Company's
Business").
NOW, THEREFORE, in consideration of the
premises and the mutual covenants and
agreements set forth herein, the receipt
and sufficiency of which are hereby
acknowledged, the Company and Employee,
intending to be legally bound, hereby
agree as follows.
A G R E E M E N T
1. TERM.
The term of this
Agreement shall commence on the date the
transaction contemplated by the Merger
Agreement is consummated (the
"Commencement Date").
2.
COMPENSATION FOR NON-COMPETITION AND NON-SOLICITATION. If
Employee's employment with the Company
terminates for any reason after the
Commencement Date, other than death or
total and permanent disability, the
Company shall pay Employee payments for
Employee's non-competition and
non-solicitation agreement set forth in
Section 3, of $1,000,000, payable over
the two-year period following such
termination of employment, in substantially
equal installments on a regular basis
commencing with the payroll date next
following Employee's termination of
employment, in accordance with the Company's
generally applicable payroll procedures and
policies, as established from time
to time; provided that, upon 90 days' prior
written notice to Employee, the
Company may cease making further
installment payments to Employee, but only if
the Company, in accordance with Section
4.2, waives all of Employee's remaining
obligations under the Agreement, effective
no later than the date installment
payments cease.
3.
NON-COMPETITION AND NON-SOLICITATION. Unless Employee receives
the Company's advance written waiver as
described in Section 4.2 below, if
Employee's employment with the Company
terminates for any reason other than
death or total and permanent disability
after the Commencement Date, for a
period of two (2) years after the
termination of Employee's employment with the
Company, Employee shall not, either
directly or indirectly through a
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third party, either on Employee's own
behalf or on behalf of another person,
engage in or assist others in the following
activities:
3.1
Soliciting, recruiting or hiring to work, any person
employed by the Company or employed by the
Company at any time during the twelve
(12) months immediately prior to Employee's
termination of employment with the
Company;
3.2
Soliciting, diverting or appropriating any business
which competes with the Company's Business
from any of the Company's Customers
or Prospective Customers with which
Employee has had Material Contact during
Employee's employment with the Company. For
the purposes of this provision,
"Material Contact" shall mean: (i) contact
between Employee and each Customer or
Prospective Customer in an effort to
further the Compa
