|
EXHIBIT
10.17
FISERV, INC. 2007 OMNIBUS
INCENTIVE PLAN
FORM OF
STOCK OPTION AWARD
MEMORANDUM –
|
|
|
|
Employee:
|
|
See account data in Fidelity system. |
|
|
|
Grant Date:
|
|
See account data in Fidelity system. |
|
|
|
Number of Shares Subject to
Option:
|
|
See account data in Fidelity system. |
|
|
|
Exercise Price Per Option
Share:
|
|
See account data in Fidelity system. |
|
|
|
Type of Option:
|
|
Non-Qualified Stock Option |
|
|
|
Vesting Schedule:
|
|
See Section 4 of Stock Option
Agreement |
|
|
|
Expiration Date:
|
|
10
years after the Grant Date |
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.com and
accept the terms and conditions of this Award.
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.
| 1. |
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. |
| 2. |
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. |
| 3. |
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. |
| 4. |
Provisions Relating to Exercise . Once you become
entitled to exercise any part of the Option (and to purchase Option
Shares) pursuant to Schedule 4, 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. |
| 5. |
Confidential Information, Non-Competition and Related
Covenants . |
| |
(i) |
“ Fiserv ” means the Company, its direct and
indirect subsidiaries, affiliated entities, successors, and
assigns. |
1
| |
(ii) |
“ 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 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. |
| |
(iii) |
“ 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. |
| |
(iv) |
“ 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. |
| |
(v) |
“ 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. |
| |
(vi) |
“ 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. |
| |
(vii) |
“
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
|
2
| |
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.
|
| |
(viii) |
“ 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. |
| |
(b) |
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: |
| |
(i) |
You will not disclose, use, copy or duplicate, or otherwise
permit the use, disclosure, copying or duplication of any
Confidential Information of Fiserv, other than in connection with
the authorized activities conducted in the course of your
employment with Fiserv. You agree to take all reasonable steps and
precautions to prevent any unauthorized disclosure, use, copying or
duplication of Confidential Information. |
| |
(ii) |
All Innovations are and shall remain the sole and absolute
property of Fiserv. You will provide all assistance requested by
Fiserv, at its expense, in the preservation of its interest in any
Innovations in any country, and hereby assign and agree to assign
to Fiserv all rights, title and interest in and to all worldwide
patents, patent applications, copyrights, trade secrets and other
intellectual property rights in any Innovation. You also assign and
agree to assign to Fiserv, or where applicable, to waive, which
waiver shall inure to the benefit of Fiserv and its assigns, all
Moral Rights in any Innovation. |
| |
(c) |
You 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, you shall not engage in any
of the conduct described in subsections (i) or (ii), below,
either directly or indirectly, or as an employee, contractor,
consultant, partner, officer, director or stockholder, other than a
stockholder of less than 5% of the equities of a publicly traded
corporation, or in any other capacity for any person, firm,
partnership or corporation: |
3
| |
(i) |
During the time of your employment with Fiserv, you will not:
(A) perform duties as or for a Competitor, Client or
Prospective Client of Fiserv (except to the extent required by your
employment with Fiserv); or (B) participate in the inducement
of or otherwise encourage Fiserv employees, clients, or vendors to
currently and/or prospectively breach, modify, or terminate any
agreement or relationship they have or had with Fiserv; |
| |
(ii) |
For a period of 12 months following the termination of your
employment with Fiserv, you will not: (A) perform duties as or
for a Competitor, Client or Prospective Client of Fiserv that are
the same as or similar to the duties performed by you for Fiserv at
any time during any part of the 24 month period preceding the
termination of your employment with Fiserv; (B) participate in
the inducement of or otherwise encourage Fiserv employees, clients,
or vendors to currently and/or prospectively breach, modify, or
terminate any agreement or relationship the |
|
