Employment Agreement (2010)Full Document 

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AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is effective as of January 1, 2010 (the "Effective Date"), by and between FIDELITY NATIONAL INFORMATION SERVICES, INC., a Georgia corporation (the "Company"), and MICHAEL L. GRAVELLE (the "Employee"). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:
1. Purpose. This Agreement amends and restates, in its entirety, the obligations of the parties under the agreement between the Company and the Employee, dated as of October 24, 2006, as amended by that certain Amended and Restated Employment Agreement dated as of July 2, 2008 and Amendment to Amended and Restated Employment Agreement dated as of October 30, 2009 (the "Prior Agreement"). The purpose of this Agreement is to recognize the Employee’s significant contributions to the overall financial performance and success of the Company and to provide a single, integrated document which shall provide the basis for the Employee’s continued employment by the Company.
2. Employment and Duties. Subject to the terms and conditions of this Agreement, the Company agrees to continue to employ the Employee to serve in an executive capacity as Corporate Executive Vice President, Chief Legal Officer and Corporate Secretary. The Employee accepts such continued employment and agrees to undertake and discharge the duties, functions and responsibilities commensurate with the aforesaid position and such other duties, functions and responsibilities as may be prescribed from time to time by the Chief Executive Officer (the "CEO") or the Executive Chairman of the Board of Directors of the Company. Except as expressly provided in Subsection 13(c), the Employee shall devote approximately half of his business time, attention and effort to the performance of his duties hereunder and, except has described below, shall not engage in any business, profession or occupation, for compensation or otherwise without the express written consent of the CEO, other than personal, personal investment, charitable, or civic activities or other matters that do not conflict with the Employee’s duties. The Company acknowledges and agrees that Employee is now and may continue to serve as an officer of Fidelity National Financial, Inc. and other non-competitor companies.
3. Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of three (3) years ending on the third anniversary of the Effective Date or, if later, ending on the last day of any extension made pursuant to the next sentence, subject to prior termination as set forth in Section 8 (such term, including any extensions pursuant to the next sentence (the "Employment Term"). The Employment Term shall be extended automatically for one (1) additional year on the first anniversary of the Effective Date and for an additional year each anniversary thereafter unless and until either party gives written notice to the other not to extend the Employment Term before such extension would be effectuated. Notwithstanding any termination of the Employment Term or the Employee’s employment, the Employee and the Company agree that Sections 8 through 28 shall remain in effect until all parties’ obligations and benefits are satisfied thereunder.


4. Salary. During the Employment Term, the Company shall pay the Employee a base salary at an annual rate, before deducting all applicable withholdings, of no less than $230,000 per year, payable at the time and in the manner dictated by the Company’s standard payroll policies. Such minimum annual base salary may be periodically reviewed and increased (but not decreased without the Employee’s express written consent) at the discretion of the Compensation Committee of the Board of Directors (the "Committee") to reflect, among other matters, cost of living increases and performance results (such annual base salary, including any increases pursuant to this Section 4, the "Annual Base Salary").
5. Other Compensation and Fringe Benefits. In addition to any executive bonus, pension, deferred compensation and long-term incentive plans which the Company or an affiliate of the Company may from time to time make available to the Employee, the Employee shall be entitled to the following during the Employment Term:
(a) the standard Company benefits enjoyed by provided by Company to executives with the same corporate title (i.e., Corporate Executive Vice President);
(b) medical and other insurance coverage (for the Employee and any covered dependents) provided by the Company, which the Employee has not elected to receive as of the date hereof because he receives such insurance coverage from another employer;
(c) eligibility to elect and purchase supplemental disability insurance sufficient to provide two-thirds of the Employee’s pre-disability Annual Base Salary, which the Employee has not elected to receive as of the date hereof because he receives such insurance coverage from another employer;
(d) an annual incentive bonus opportunity under the Company’s annual incentive plan ("Annual Bonus Plan") for each calendar year included in the Employment Term, with such opportunity to be earned based upon attainment of performance objectives established by the Committee ("Annual Bonus"). The Employee’s target Annual Bonus under the Annual Bonus Plan shall be no less than 100% of the Employee’s Annual Base Salary, with a maximum of up to 200% of the Employee’s Annual Base Salary (collectively, the target and maximum are referred to as the "Annual Bonus Opportunity"). The Employee’s Annual Bonus Opportunity may be periodically reviewed and increased (but not decreased without the Employee’s express written consent) at the discretion of the Committee. The Annual Bonus shall be paid no later than the March 15th first following the calendar year to which the Annual Bonus relates. Unless provided otherwise herein or the Committee determines otherwise, no Annual Bonus shall be paid to the Employee unless the Employee is employed by the Company, or an affiliate thereof, on the Annual Bonus payment date; and
(e) participation in the Company’s equity incentive plans and all other benefits and incentive opportunities customarily provided by Company to executives with the same corporate title (i.e., Corporate Executive Vice President).

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6. Vacation. For and during each calendar year within the Employment Term, the Employee shall be entitled to reasonable paid vacation periods consistent with the Employee’s position and in accordance with the Company’s standard policies, or as the Committee may approve. In addition, the Employee shall be entitled to such holidays consistent with the Company’s standard policies or as the Board of Directors (the "Board") or the Committee may approve.
7. Expense Reimbursement. In addition to the compensation and benefits provided herein, the Company shall, upon receipt of appropriate documentation, reimburse the Employee each month for his reasonable travel, lodging, entertainment, promotion and other ordinary and necessary business expenses to the extent such reimbursement is permitted under the Company’s expense reimbursement policy.
8. Termination of Employment. The Company or the Employee may terminate the Employee’s employment at any time and for any reason in accordance with Subsection 8(a) below. The Employment Term shall be deemed to have ended on the last day of the Employee’s employment. The Employment Term shall terminate automatically upon the Employee’s death.
(a) Notice of Termination. Any purported termination of the Employee’s employment (other than by reason of death) shall be communicated by written Notice of Termination (as defined herein) from one party to the other in accordance with the notice provisions contained in Section 25. For purposes of this Agreement, a "Notice of Termination" shall mean a notice that indicates the Date of Termination (as that
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