Exhibit 10.2
SEPARATION AGREEMENT AND
RELEASE
Date Provided to Employee:
September 30, 2009
In order to receive severance
benefits under my Change of Control Agreement and my Employment
Agreement with Metavante Technologies, Inc. (my
“Agreements”), 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 Agreements. I also understand that I will receive
the conditional benefits described in my Agreements 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
Agreements 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 Agreements. 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.
Don Layden – 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 Agreements 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
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Don Layden – Separation Agreement and
Release
not interfere with the Transition
Services or my obligations under the Agreements.
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 Agreements.
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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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Don Layden – 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 Release shall constitute
(i) a waiver or release of any