FIDELITY NATIONAL INFORMATION SERVICES, INC. SHAREHOLDERS AGREEMENT Dated as of March 31, 2009Shareholders Agreement • May 4th, 2009 • Fidelity National Information Services, Inc. • Services-business services, nec • Delaware
SHAREHOLDERS AGREEMENT, dated as of March 31, 2009 (as it may be amended from time to time, this “Agreement”), by and among (i) Fidelity National Information Services, Inc., a Georgia corporation (the “Company”), (ii) WPM, L.P., a Delaware limited partnership (“Investor”), and (iii) any other Shareholder that may become a party to this Agreement after the date and pursuant to the terms hereof.
FIDELITY NATIONAL INFORMATION SERVICES, INC. STOCK PURCHASE RIGHT AGREEMENTStock Purchase Right Agreement • May 4th, 2009 • Fidelity National Information Services, Inc. • Services-business services, nec • Delaware
Stock Purchase Right Agreement, dated as of March 31, 2009 (as it may be amended from time to time, this “Agreement”) among Fidelity National Information Services, Inc., a Georgia corporation (the “Company”), WPM, L.P., a Delaware limited partnership (the “Investor”), and solely for the purpose of Sections 5.1, 5.8 and 5.10, Metavante Technologies, Inc., a Wisconsin corporation (“Metavante”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 4th, 2009 • Fidelity National Information Services, Inc. • Services-business services, nec • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of March 31, 2009, by and among FIDELITY NATIONAL INFORMATION SERVICES, INC., a Georgia corporation (the “Company”) and FRANK R. MARTIRE (the “Employee”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:
FIDELITY NATIONAL INFORMATION SERVICES, INC. March 31, 2009Fidelity National Information Services, Inc. • May 4th, 2009 • Services-business services, nec • Florida
As you know, your Employment Agreement with Fidelity National Information Services, Inc. (the “Company”), dated as of March 31, 2009 (the “Employment Agreement”) will become effective upon the closing of the merger of Metavante Technologies, Inc. (“Metavante”) with Cars Holdings, LLC, a wholly owned subsidiary of the Company, pursuant to an Agreement and Plan of Merger, dated as of March 31, 2009, by and among the Company, Metavante and Cars Holdings, LLC (the “Merger Agreement”). In consideration of the new restrictive covenants that you have agreed to in the Employment Agreement and to incentivize you to continue to remain an integral part of the Company and its affiliates in your new position to be located in Jacksonville, Florida, the Company will provide you with a retention bonus of $3,000,000 (the “Retention Bonus”), subject to and in accordance with the terms and conditions described in this letter agreement (the “Letter Agreement”).
FIDELITY NATIONAL INFORMATION SERVICES, INC.Fidelity National Information Services, Inc. • May 4th, 2009 • Services-business services, nec • Florida
As you know, your Employment Agreement with Fidelity National Information Services, Inc. (the “Company”), dated as of March 31, 2009 (the “Employment Agreement”) will become effective upon the closing of the merger of Metavante Technologies, Inc. (“Metavante”) with Cars Holdings, LLC, a wholly owned subsidiary of the Company, pursuant to an Agreement and Plan of Merger, dated as of March 31, 2009, by and among the Company, Metavante and Cars Holdings, LLC (the “Merger Agreement”). In consideration of the new restrictive covenants that you have agreed to in the Employment Agreement and to incentivize you to continue to remain an integral part of the Company and its affiliates in your new position to be located in Jacksonville, Florida, the Company will provide you with a retention bonus of $3,500,000 (the “Retention Bonus”), subject to and in accordance with the terms and conditions described in this letter agreement (the “Letter Agreement”).
SUPPORT AGREEMENTSupport Agreement • May 4th, 2009 • Fidelity National Information Services, Inc. • Services-business services, nec • Delaware
This Support Agreement (this “Agreement”) is dated as of March 31, 2009, among Fidelity National Information Services, Inc., a Georgia corporation (“Parent”), Cars Holdings, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub”), WPM, L.P., a Delaware limited partnership (the “Shareholder”), and solely for the purpose of Sections 4.4, 6.16 and 6.17, Metavante Technologies, Inc., a Wisconsin corporation (the “Company”).
