Exhibit 10.15
FISERV, INC. 2007 OMNIBUS
INCENTIVE PLAN
FORM OF
NON-QUALIFIED STOCK OPTION 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
Option:
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[NUMBER
OF SHARES]
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Exercise Price Per Option Share:
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[EXERCISE
PRICE]
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Type of Option:
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Non-Qualified Stock Option
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Vesting Schedule:
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The Option will
vest 100% on the earlier of (a) immediately prior to first annual
meeting of shareholders after the Grant Date or (b) the first
anniversary of the Grant Date.
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Expiration Date:
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10 years
after the Grant Date
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Additional terms and conditions
of your Award are included in the Non-Qualified Stock Option
Agreement (Non-Employee Director). As a condition to your ability
to exercise your Option, 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
NON-QUALIFIED STOCK OPTION
AGREEMENT
(NON-EMPLOYEE
DIRECTOR)
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 Non-Qualified Stock Option Agreement (Non-Employee Director)
(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.
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1.
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Grant
Date; Type of Option . The
Option is granted to you on the Grant Date set forth in the Award
Memorandum. As a “non-qualified stock option,” the
Option will not be treated by you or the Company as an incentive
stock option as defined in Section 422 of the Code.
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2.
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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 6 of this Agreement or
(c) your failure to accept the terms of this Agreement, the
Award Memorandum and the Plan within the time period and in the
manner specified in this Agreement.
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3.
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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.
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4.
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Provisions Relating to Exercise
. Once you become entitled to exercise any part of
the Option (and to purchase Option Shares) pursuant to the vesting
schedule set forth in the Award Memorandum, 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,
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