Exhibit 10.1
SEPARATION AGREEMENT AND
RELEASE
Date Provided to Employee:
September 30, 2009
In order to receive severance
benefits under my Change of Control Agreement with Metavante
Technologies, Inc. (my “Change of Control Agreement”),
I understand that I must sign and return this Release to the Chief
Executive Officer of Metavante. I must do so within 21 calendar
days from the date my employment is terminated.
I understand that my employment with
Metavante has been terminated effective as of the closing (the
“Closing”) of the pending merger between Metavante and
a subsidiary of Fidelity National Information Services, Inc.
(“Fidelity”). I understand that regardless of whether I
sign this release, I am entitled to certain unconditional benefits
described in my Change of Control Agreement. I also understand that
I will receive the conditional benefits described in my Change of
Control Agreement after signing this release.
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1.
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General
Release of Claims .
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Except as set forth in
Section 3 and Section 15, I, for myself, my heirs,
administrators, representatives, executors, successors and assigns
(collectively, the “Releasers”) hereby irrevocably and
unconditionally release, acquit and forever discharge Metavante
from, and covenant not to sue Metavante with respect to, any and
all claims I have against Metavante.
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2.
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Claims to
Which Release Applies .
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This release applies both to claims
that are now known or are later discovered. However, this release
does not apply to any claims that may arise after the date I
execute the release. Nor does this release apply to any claims that
may not be released under applicable law.
The claims released include, but are
not limited to, (1) claims arising under the Age
Discrimination in Employment Act as amended (29 U.S.C.
Section 621 et seq.), (2) claims arising out of or
relating in any way to my employment with Metavante or the
conclusion of that employment (including any right under my Change
of Control Agreement to any prior notice of termination of my
employment required thereunder) and (3) claims arising under
any other federal, state or local law, regulation, ordinance or
order that regulates the employment relationship except for vested
benefits to be provided under employee benefit plans and amounts
due under the Change of Control Agreement. For the avoidance of
doubt, I understand that I shall have no rights to any additional
severance or bonus payments other than what is described in
Appendix A.
Timothy Oliver – Separation Agreement and
Release
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4.
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Release
Covers Claims Against Related Parties .
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For purposes of this release the
term Metavante includes Metavante Technologies, Inc. and any of its
present, former and future owners, parents, affiliates and direct
and indirect subsidiaries, divisions and related entities and its
and their current and former directors, officers, shareholders,
trustees, employees, consultants, independent contractors, agents,
servants, representatives, predecessors, successors, including,
without limitation, Fidelity National Information Services, Inc.,
and assigns. Therefore, the claims released include claims I have
against any such persons or entities.
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5.
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The Terms
“Claims” and “Release” are Construed
Broadly .
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As used in this release, the term
“claims” shall be construed broadly and shall be read
to include, for example, the terms “rights”, causes of
action (whether arising in law or equity)”,
“damages”, “demands”,
“obligations”, “grievances” and
“liabilities” of any kind or character. Similarly, the
term “release” shall be construed broadly and shall be
read to include, for example, the terms “discharge” and
“waive”.
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6.
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Release
Binding on Employee and Related Parties .
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This release shall be binding upon
me and my agents, attorneys, personal representatives, executors,
administrators, heirs, beneficiaries, successors, and
assigns.
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7.
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Additional
Consideration .
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I have executed this release in
consideration for the additional benefits under my Change of
Control Agreement that are described in Appendix A to this Release.
I acknowledge that these benefits represent consideration in
addition to anything of value that I am otherwise entitled to
receive from Metavante. These severance benefits are sufficient to
support this release.
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8.
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Additional
Obligations .
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I hereby agree to make myself
reasonably available to Fidelity, Metavante and their affiliates
from time to time during the thirty (30) day period
immediately following the Closing (the “Transition
Period”) to provide transition services as may be reasonably
requested by the Chief Executive Officer of Fidelity (the
“Transition Services”); provided, however, that
in no event shall I be required to provide Transition Services for
more than 30 hours during the Transition Period; and provided,
further, that I will not be prohibited from working for other
individuals or entities during the Transition Period to the extent
such work does not interfere with the Transition Services or my
obligations under my Change of Control Agreement.
Timothy Oliver – Separation Agreement and
Release
I agree that this release does not
waive, modify or amend any obligations that I may have with respect
to Metavante following my termination of employment, including
without limitation, any non-competition or other restrictive
covenants that I am subject to.
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9.
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All
Representations in Documents .
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In entering into this release I
acknowledge that I have not relied on any verbal or written
representations by any Metavante representative. I agree that I am
not entitled to any other severance benefits except those described
in this release and in my Change of Control Agreement.
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10.
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Opportunity
to Consider this Release; Consultation with Attorney
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I have read this release and fully
understand its terms. I have been offered at least 45 days to
consider its terms. I have been (and am again hereby) advised in
writing to consult with an attorney before signing this
release.
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11.
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Voluntary
Agreement .
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I have entered into this release
knowingly and voluntarily and understand that its terms are binding
on me. I understand that my rights hereunder, including without
limitation the additional benefits that are described in Appendix
A, may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of
descent and distribution.
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12.
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Partial
Invalidity of Release .
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If any part of this release is held
to be unenforceable, invalid or void, then the balance of this
release shall nonetheless remain in full force and effect to the
extent permitted by law.
The headings and subheadings in this
release are inserted for convenience and reference only and are not
to be used in construing the release.
Wisconsin law will apply in
connection with any dispute or proceeding concerning this
release.
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15.
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Relationship
of Severance Benefits to My Rights Under Other Benefit
Plans .
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Timothy Oliver – Separation Agreement and
Release
I understand that severance benefits
payable to me shall not be taken into account for purposes of
determining my benefits under any other qualified or nonqualified
plans of Metavante. Nothing in this Releas