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EXHIBIT
10.14
FISERV, INC. 2007 OMNIBUS
INCENTIVE PLAN
FORM OF
RESTRICTED STOCK UNIT
AWARD MEMORANDUM –
EMPLOYEE (SENIOR
MANAGEMENT)
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Employee:
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See account data in Fidelity system. |
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Grant Date:
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See account data in Fidelity system. |
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Number of Shares Subject to
Award:
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See account data in Fidelity system. |
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Vesting Schedule:
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1/3
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2nd
anniversary of Grant Date |
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1/3
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3rd
anniversary of Grant Date |
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1/3
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4th
anniversary of Grant Date |
Additional terms and conditions of
your Award are included in the Employee Restricted Stock Unit
Agreement. As a condition to your receipt of Shares, you must log
on to Fidelity’s website at www.netbenefits.com and
accept the terms and conditions of this Award.
Note : Section 3(c) of
the Employee Restricted Stock Unit Agreement contains provisions
that restrict 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 RESTRICTED
STOCK UNIT AGREEMENT
Pursuant to the Fiserv, Inc.
2007 Omnibus Incentive Plan (the “ Plan ”),
Fiserv, Inc., a Wisconsin corporation (the “ Company
”), has granted you Restricted Stock Units (the “
Award ”) entitling you to receive such number of
shares of Company common stock (the “ Shares ”)
as is set forth in the Award Memorandum on the terms and conditions
set forth in this agreement (this “ Agreement ”)
and the terms of the Plan. Capitalized terms used in this Agreement
and not defined herein shall have the meanings 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 . The Award is granted to you on the
Grant Date set forth in the Award Memorandum. |
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Vesting . Provided that you are an employee as of
the applicable date, this Award will vest, and subject to any
deferral election then in effect, the Shares subject to this Award
will be issued, as indicated in the Award Memorandum. |
| 3. |
Confidential Information; Non-Competition; Related
Covenants . |
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(i) |
“ Fiserv ” means the Company, its direct and
indirect subsidiaries, affiliated entities, successors, and
assigns. |
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(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. |
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(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 3, Competing Products or Services as to you are
limited to products
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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.
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(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. |
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(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. |
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(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. |
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(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 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. |
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(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. |
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(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: |
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(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. |
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(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. |
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(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: |
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(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; |
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(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 they have or had with
Fiserv during any part of the 24 month period preceding the
termination of your employment with Fiserv; or (C) participate
voluntarily or provide assistance or informatio |
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