Fidelity
National Information Services, Inc.
2008 Omnibus Incentive
Plan
Notice of Stock Option
Grant
You (the
“Optionee”) have been granted the following option (the
“Option”) to purchase Common Stock of Fidelity National
Information Services, Inc. (the “Company”), par value
$0.01 per share (“Share”), pursuant to the Fidelity
National Information Services, Inc. 2008 Omnibus Incentive Plan
(the “Plan”):
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Total Number of Shares Subject to
Option:
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Nonqualified
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Exercise Price Per Share:
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$
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Subject to the
terms of the Plan and the Stock Option Agreement attached hereto,
the right to exercise this Option shall vest with respect to
one-third of the total number of Shares subject to this Option on
each anniversary of the Effective Date of Grant, until fully
vested.
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7
th Anniversary of Effective Date of
Grant
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The Option is
subject to earlier expiration, as provided in Section 3(b) of the
attached Stock Option Agreement.
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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 Option
is granted under and governed by the terms and conditions of the
Plan and the attached Stock Option Agreement, which are
incorporated herein by reference, and that you have been provided
with a copy of the Plan and Stock Option Agreement.
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Optionee:
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Fidelity
National Information
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Services,
Inc.
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By:
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Name:
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Title:
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Fidelity
National Information Services, Inc.
2008 Omnibus Incentive
Plan
SECTION 1. GRANT OF
OPTION.
(a) Option. On the terms and conditions set forth in
the Notice of Stock Option Grant and this Stock Option Agreement
(the “Agreement”), the Company grants to the Optionee
on the Effective Date of Grant the option (the
“Option”) to purchase at the Exercise Price the number
of Shares set forth in the Notice of Stock Option Grant.
(b) Plan
and Defined Terms. The Option is granted pursuant to the Plan.
All terms, provisions, and conditions applicable to the Option 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 Stock Option Grant or this Agreement and not otherwise defined
therein or herein shall have the meanings ascribed to them in the
Plan.
SECTION 2. RIGHT TO
EXERCISE .
The Option hereby
granted shall be exercised by written notice to the Committee,
specifying the number of Shares the Optionee desires to purchase
together with provision for payment of the Exercise Price. Subject
to such limitations as the Committee may impose (including
prohibition of one more of the following payment methods), payment
of the Exercise Price may be made by (a) check payable to the
order of the Company, for an amount in United States dollars equal
to the aggregate Exercise Price of such Shares, (b) by
tendering to the Company Shares having an aggregate Fair Market
Value equal to such Exercise Price, (c) by broker-assisted
exercise, or (d) by a combination of such methods. The Company
may require the Optionee to furnish or execute such other documents
as the Company shall reasonably deem necessary (i) to evidence
such exercise and (ii) to comply with or satisfy the
requirements of the Securities Act of 1933, as amended, the
Exchange Act, applicable state or non-U.S. securities laws or any
other law.
SECTION 3. TERM AND
EXPIRATION.
(a) Basic
Term. Subject to earlier termination pursuant to the terms
here, the Option shall expire on the expiration date set forth in
the Notice of Stock Option Grant.
(b) Termination of Employment or Service. If the
Optionee’s employment or service as a Director or Consultant,
as the case may be, is terminated, the Option shall expire on the
earliest of the following occasions:
(i) The
expiration date set forth in the Notice of Stock Option
Grant;
-1-
(ii) The date
three months following the termination of the Optionee’s
employment or service for any reason other than Cause, death, or
Disability;
(iii) The
date one year following the termination of the Optionee’s
employment or service due to death or Disability; or
(iv) The date
of termination of the Optionee’s employment or service for
Cause.
The Optionee
may exercise all or part of this Option at any time before its
expiration under the preceding sentence, but, subject to the
fo
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