Exhibit 10.3
FISERV,
INC.
EMPLOYEE NON-QUALIFIED STOCK
OPTION AGREEMENT
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Employee/Optionee: Jeffery W. Yabuki
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Date: December 1, 2005
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Number of Shares of Common Stock
Subject To This Agreement: 225,000
Pursuant to the Fiserv, Inc. Stock Option and
Restricted Stock Plan (the “Plan”), the Compensation
Committee of the Board of Directors (the “Committee”)
of Fiserv, Inc. (the “Company”) has granted to you on
this date an option (the “Option”) to purchase the
number of shares of the Company’s Common Stock, $.01 par
value (the “Common Stock”), set forth above. Such
number of shares (as such may be adjusted as described in
Section 10(a) below) is herein referred to as the
“Option Shares”. The terms and conditions of the Option
are set forth in the agreement below (the
“Agreement”):
The Option is intended to be (and will be
treated as) a “non-qualified stock option” for Federal
income tax purposes. The Option will not be treated either by you
or the Company as an “incentive stock option”, as
defined in Section 422 of the Internal Revenue Code of 1986,
as amended (the “Code”).
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1.
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Date of
Grant . This Option
is granted to you on the date first above written (the “Date
of Grant”).
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2.
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Termination of Option
. Your right to exercise this Option
(and to purchase the Option Shares) shall expire and terminate in
all events on the earlier of (a) the close of business on the
tenth anniversary of the Date of Grant (the “Expiration
Date”), or (b) the date provided in Section 7
hereof.
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3.
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Option
Price . The purchase
price to be paid upon the exercise of this Option will be
[ ]
per share, being the fair market value of such shares on the Date
of Grant.
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4.
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Provisions Relating to Exercise
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(a)
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Commencing on
first anniversary of the Date of Grant you will become entitled to
exercise this Option with respect to 33 1/3% of the Option Shares.
Commencing on each of the two succeeding anniversaries of Date of
Grant, you will become entitled to exercise this Option with
respect to an additional 33 1/3% of the Option Shares.
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(b)
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Once you become
entitled to exercise any part of this Option (and purchase Option
Shares) as provided in Section 4(a) hereof, that right will
continue until the Expiration Date or, if earlier, the date
provided in Section 7. The right to purchase Option Shares
under this Option is cumulative, so that if the full number of
Option Shares purchasable in a period shall not be purchased, the
balance may be purchased at any time or from time to time
thereafter during the term of the Option.
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(c)
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The Committee,
in its sole discretion, may at any time accelerate the time at
which this Option first becomes exercisable by you with respect to
any Option Shares.
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5.
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Restrictive Covenants
. If you violate any of the restrictive covenants
in Section 7.3.1 of your Employment Agreement with the Company
dated [October , 2005] (the “Employment Agreement”) in
addition to other remedies of law, your right to exercise this
Option shall terminate immediately. Furthermore, 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 and the Plan, or if you violate Section 7.3.1 of the
Employment Agreement. In addition, failure to comply with the
provisions of Section 7.3.1 of the Employment Agreement prior
to and during the 12 months after any exercise, payment or delivery
of Option Shares pursuant to all or any part of this Option shall
cause such exercise, payment or delivery to be rescinded. The
Company will notify you in writing of any such rescission within 24
months after such exercise, payment or delivery. Within 10 days
after receiving such notice from the Company, you will pay to the
Company, as a result of the rescinded exercise, payment or delivery
of Option Shares, an amount equal to the difference between the
fair market value of such Option Shares on the date of exercise and
the amount you paid to obtain such Option Shares.
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6.
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Exercise
of Option . To
exercise the Option, you must complete the transaction through our
administrative agent’s website at
www.wachovia.com/corp_inst/soa/login, or the website of any
successor administrative agent, or call their toll free number at
1-877-828-0483 or contact the Company at its then principal office
(presently 255 Fiserv Drive, Brookfield, WI 53045, Attn: Corporate
Finance), specifying the number of Option Shares being purchased as
a result of such exercise, together with payment of the full option
price for the Option Shares being purchased. Payment of the option
price must be made in accordance with the Plan. In no event may a
fraction of a share be exercised or acquired.
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7.
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Termination of Employment/Change of
Control
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(a)
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Upon the
occurrence of the following events, the vesting of the Option with
respect to all remaining Option Shares that are not yet vested
shall be accelerated in full and shall remain exercisable in
accordance with the following terms:
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i.
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Without
Cause or With Good Reason . If your employment is terminated by the
Company (other than for death, Disability or Cause), or if you
terminate employment with Good Reason in accordance with Paragraph
6.1.5 of the Employment Agreement (as
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2
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such
capitalized terms are defined in the Employment Agreement), then
the Option shall remain exercisable per the terms contained herein
for a period of two (2) years following the date of
termination of employment.
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ii.
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Disability/Death . If your employment terminates as a result of
Disability (as defined in the Employment Agreement) or death, then
you are (or in the event of your death or Disability resulting in
judicial appointment of a guardian ad litem, administrator or other
legal representative, the executor or administrator of your estate,
any person who shall have acquired the Option through bequest or
inheritance or such guardian ad litem, administrator or other legal
representative is) entitled to exercise this Option per the terms
contained herein within one (1) year after your employment
terminates.
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(b)
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Retirement . If your empl
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