SEC Info - Fidelity National Financial, Inc. - ‘10-K’ for 12/31/21

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Fidelity National Financial, Inc. – ‘10-K’ for 12/31/21 – ‘EX-10.34’

On: Friday, 2/25/22, at 4:11pm ET · For: 12/31/21 · Accession #: 1331875-22-24 · File #: 1-32630

Previous ‘10-K’: ‘10-K’ on 3/1/21 for 12/31/20 · Next: ‘10-K/A’ on 5/2/22 for 12/31/21 · Latest: ‘10-K’ on 2/29/24 for 12/31/23 · 37 References:

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/25/22  Fidelity National Financial, Inc. 10-K       12/31/21  166:32M

Annual Report — Form 10-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   3.95M 
 2: EX-10.34    Material Contract                                   HTML     72K 
 3: EX-21.1     Subsidiaries List                                   HTML     45K 
 4: EX-23.1     Consent of Expert or Counsel                        HTML     44K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     48K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     48K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     45K 
 8: EX-32.2     Certification -- §906 - SOA'02                      HTML     45K 
14: R1          Cover                                               HTML    105K 
15: R2          Audit Information                                   HTML     49K 
16: R3          Consolidated Balance Sheets                         HTML    186K 
17: R4          Consolidated Balance Sheets (Parenthetical)         HTML     67K 
18: R5          Consolidated Statements of Earnings                 HTML    180K 
19: R6          Consolidated Statements of Comprehensive Earnings   HTML     94K 
20: R7          Consolidated Statements of Comprehensive Earnings   HTML     63K 
                (Parenthetical)                                                  
21: R8          Consolidated Statements of Equity                   HTML    161K 
22: R9          Consolidated Statements of Cash Flows               HTML    183K 
23: R10         Business and Summary of Significant Accounting      HTML    150K 
                Policies                                                         
24: R11         Acquisitions                                        HTML     91K 
25: R12         Summary of Reserve for Claim Losses                 HTML    114K 
26: R13         Fair Value of Financial Instruments                 HTML    543K 
27: R14         Investments                                         HTML    653K 
28: R15         Derivative Financial Instruments                    HTML    131K 
29: R16         Notes Payable                                       HTML     70K 
30: R17         Commitments and Contingencies                       HTML     71K 
31: R18         Dividends                                           HTML     49K 
32: R19         Segment Information                                 HTML    143K 
33: R20         Supplemental Cash Flow Information                  HTML     73K 
34: R21         Revenue Recognition                                 HTML    115K 
35: R22         Intangibles                                         HTML    113K 
36: R23         Goodwill                                            HTML     62K 
37: R24         F&G Reinsurance                                     HTML     72K 
38: R25         Regulatory and Equity                               HTML    114K 
39: R26         Leases                                              HTML     56K 
40: R27         Property and Equipment                              HTML     59K 
41: R28         Accounts Payable and Other Accrued Liabilities      HTML     62K 
42: R29         Income Taxes                                        HTML    139K 
43: R30         Employee Benefit Plans                              HTML    148K 
44: R31         Financial Instruments with Off-Balance Sheet Risk   HTML     58K 
                and Concentration of Risk                                        
45: R32         Schedule II - Condensed Financial Information       HTML    188K 
46: R33         Schedule III - Supplementary Insurance Information  HTML     61K 
47: R34         Schedule IV - Reinsurance                           HTML     80K 
48: R35         Recent Accounting Pronouncements                    HTML     67K 
49: R36         Business and Summary of Significant Accounting      HTML    183K 
                Policies (Policies)                                              
50: R37         Business and Summary of Significant Accounting      HTML     68K 
                Policies (Tables)                                                
51: R38         Acquisitions (Tables)                               HTML     89K 
52: R39         Summary of Reserve for Title Claim Losses (Tables)  HTML     64K 
53: R40         Fair Value of Financial Instruments (Tables)        HTML    662K 
54: R41         Investments (Tables)                                HTML    624K 
55: R42         Derivative Financial Instruments (Tables)           HTML    125K 
56: R43         Debt (Tables)                                       HTML     81K 
57: R44         Commitments and Contingencies (Tables)              HTML     56K 
58: R45         Segment Information (Tables)                        HTML    137K 
59: R46         Supplemental Cash Flow Information (Tables)         HTML     79K 
60: R47         Revenue Recognition (Tables)                        HTML    110K 
61: R48         Intangibles (Tables)                                HTML    140K 
62: R49         Goodwill (Tables)                                   HTML     62K 
63: R50         F&G Reinsurance (Tables)                            HTML     58K 
64: R51         Regulatory and Equity (Tables)                      HTML     62K 
65: R52         Leases (Tables)                                     HTML     51K 
66: R53         Property and Equipment (Tables)                     HTML     57K 
67: R54         Accounts Payable and Other Accrued Liabilities      HTML     62K 
                (Tables)                                                         
68: R55         Income Taxes (Tables)                               HTML    140K 
69: R56         Employee Benefit Plans (Tables)                     HTML    139K 
70: R57         Financial Instruments with Off-Balance Sheet Risk   HTML     56K 
                and Concentration of Risk (Tables)                               
71: R58         Schedule II- Condensed Financial Information        HTML    237K 
                (Tables)                                                         
72: R59         Business and Summary of Significant Accounting      HTML     94K 
                Policies - Recent Developments (Details)                         
73: R60         Business and Summary of Significant Accounting      HTML     58K 
                Policies - Trade and Notes Receivable (Details)                  
74: R61         Business and Summary of Significant Accounting      HTML     75K 
                Policies - Goodwill , Intangible Assets and                      
                Property and Equipment (Details)                                 
75: R62         Business and Summary of Significant Accounting      HTML     70K 
                Policies - Contract Holder Funds, Future Policy                  
                Benefits and Secured Trust Deposits (Details)                    
76: R63         Business and Summary of Significant Accounting      HTML     55K 
                Policies - Benefits and Other Changes in Policy                  
                Reserves (Details)                                               
77: R64         Business and Summary of Significant Accounting      HTML     46K 
                Policies - Earnings Per Share (Details)                          
78: R65         Business and Summary of Significant Accounting      HTML     70K 
                Policies - Schedule of Changes in Other                          
                Comprehensive Earnings (Details)                                 
79: R66         Business and Summary of Significant Accounting      HTML     61K 
                Policies - Redeemable Non-controlling Interest                   
                (Details)                                                        
80: R67         Business and Summary of Significant Accounting      HTML     55K 
                Policies - Management Estimates (Details)                        
81: R68         Acquisitions - Narrative (Details)                  HTML     74K 
82: R69         Acquisitions - Consideration Paid (Details)         HTML     59K 
83: R70         Acquisitions - Assets Acquired and Liabilities      HTML    108K 
                Assumed (Details)                                                
84: R71         Acquisitions - Carrying Value and Estimated Useful  HTML     61K 
                Lives (Details)                                                  
85: R72         Acquisitions - Pro Forma Information (Details)      HTML     49K 
86: R73         Summary of Reserve for Title Claim Losses           HTML     70K 
                (Details)                                                        
87: R74         Summary of Reserve for Title Claim Losses -         HTML     73K 
                Narrative (Details)                                              
88: R75         Fair Value of Financial Instruments - Carrying      HTML    188K 
                Amounts of Assets and Liabilities at Estimated                   
                Fair Value Measured on a Recurring Basis (Details)               
89: R76         Fair Value of Financial Instruments - Narrative     HTML     48K 
                (Detail)                                                         
90: R77         Fair Value of Financial Instruments - Quantitative  HTML    206K 
                Information of Unobservable Inputs Used for Level                
                Three Fair Value Measurements of Financial                       
                Instruments on Recurring Basis (Detail)                          
91: R78         Fair Value of Financial Instruments - Changes to    HTML    178K 
                Fair Value of Financial Instruments Level 3                      
                (Detail)                                                         
92: R79         Fair Value of Financial Instruments - Carrying      HTML     94K 
                Value and Estimated Fair Value of Financial                      
                Instruments (Details)                                            
93: R80         Fair Value of Financial Instruments- Equity Method  HTML     57K 
                Investments (Details)                                            
94: R81         Investments - Consolidated Investments (Details)    HTML     87K 
95: R82         Investments - Narrative (Details)                   HTML     86K 
96: R83         Investments - Amortized Cost and Fair Value of      HTML     91K 
                Fixed Maturity Available-for-Sale Securities                     
                (Details)                                                        
97: R84         Investments - Allowance for Credit Loss Aggregated  HTML     91K 
                By Investment Category (Details)                                 
98: R85         Investments - Debt Securities, Available-for-sale,  HTML     53K 
                Purchased with Credit Deterioration (Details)                    
99: R86         Investments - Fair Value and Gross Unrealized       HTML    102K 
                Losses of Available-for-Sale Securities (Details)                
100: R87         Investments - Schedule of Commercial Mortgage       HTML    103K  
                Loan, Gross of Valuation Allowance, By Property                  
                Type and Region (Details)                                        
101: R88         Investments - Recorded Investment in CMLs by LTV    HTML     81K  
                and DSC Ratio Categories (Details)                               
102: R89         Investments - Schedule of Residential Mortgage      HTML     57K  
                Loan by State (Details)                                          
103: R90         Investments - Credit Quality of RMLs (Details)      HTML     65K  
104: R91         Investments - Loans Segregated By Risk Rating and   HTML    171K  
                Non-accrual Loans by Amortized Cost (Details)                    
105: R92         Investments - Changes in Allowance for Expected     HTML     60K  
                Credit Losses on Mortgage Loans (Details)                        
106: R93         Investments - Major Sources of Interest and         HTML     68K  
                Investment Income (Details)                                      
107: R94         Investments - Investment Gains (Losses) Net         HTML     72K  
                (Details)                                                        
108: R95         Investments - Proceeds From The Sale of             HTML     55K  
                Fixed-Maturity Available For-Sale-Securities                     
                (Details)                                                        
109: R96         Investments - Carrying Value and Maximum Loss       HTML     52K  
                Exposure of Unconsolidated VIEs (Details)                        
110: R97         Derivative Financial Instruments - Carrying         HTML     62K  
                Amounts of Derivative Instruments (Details)                      
111: R98         Derivative Financial Instruments - Schedule of      HTML     62K  
                Change in Fair Value of Derivative Instruments                   
                (Details)                                                        
112: R99         Derivative Financial Instruments - Narrative        HTML     71K  
                (Details)                                                        
113: R100        Derivative Financial Instruments - Exposure to      HTML     82K  
                Credit Loss on Call Options Held (Detail)                        
114: R101        Notes Payable - Schedule of Long Term Debt          HTML     74K  
                (Details)                                                        
115: R102        Notes Payable - Narrative (Details)                 HTML    119K  
116: R103        Notes Payable - Principal Maturities of Notes       HTML     63K  
                Payable (Details)                                                
117: R104        Commitments and Contingencies - Narrative           HTML     61K  
                (Details)                                                        
118: R105        Commitments and Contingencies - Schedule of         HTML     61K  
                Unfunded Commitments by Invested Asset Class                     
                (Details)                                                        
119: R106        Dividends (Details)                                 HTML     47K  
120: R107        Segment Information - Schedule of Segment           HTML    122K  
                Reporting Information (Details)                                  
121: R108        Supplemental Cash Flow Information (Details)        HTML     76K  
122: R109        Revenue Recognition - Disaggregation of Revenue     HTML     95K  
                (Details)                                                        
123: R110        Revenue Recognition -Premium and Annuity Deposits   HTML     55K  
                (Details)                                                        
124: R111        Revenue Recognition - Contract Balances,            HTML     52K  
                Information about Receivables and Deferred Revenue               
                (Details)                                                        
125: R112        Intangibles - Summary of Changes in Carrying        HTML     79K  
                Amounts of Intangible Assets Including DAC, VOBA ,               
                and DSI (Detail)                                                 
126: R113        Intangibles - Narrative (Detail)                    HTML     74K  
127: R114        Intangibles - Estimated Amortization Expense for    HTML     58K  
                VOBA in Future Fiscal Periods (Detail)                           
128: R115        Intangibles- Definite and Indefinite Lived          HTML     75K  
                Intangible Assets (Details)                                      
129: R116        Goodwill (Details)                                  HTML     61K  
130: R117        F&G Reinsurance - Effect of Reinsurance on          HTML     69K  
                Premiums Earned, Benefits Incurred and Reserve                   
                Changes (Detail)                                                 
131: R118        F&G Reinsurance - Narrative (Details)               HTML     83K  
132: R119        Regulatory and Equity - Narrative (Details)         HTML     82K  
133: R120        F&G Insurance Subsidiary Financial Information and  HTML     56K  
                Regulatory Matters - Statutory Income and Net                    
                Capital (Details)                                                
134: R121        Regulation and Equity - Equity (Details)            HTML     60K  
135: R122        Leases - Narrative (Details)                        HTML     66K  
136: R123        Leases - Future Payments Under Operating Lease      HTML     63K  
                Arrangements (Details)                                           
137: R124        Property and Equipment (Details)                    HTML     68K  
138: R125        Accounts Payable and Other Accrued Liabilities      HTML     73K  
                (Details)                                                        
139: R126        Income Taxes - Tax Expense on Continuing            HTML     54K  
                Operations (Details)                                             
140: R127        Income Taxes - Tax Expense (Benefit) Allocation     HTML     66K  
                (Details)                                                        
141: R128        Income Taxes - Effective Tax Rate Reconciliation    HTML     68K  
                (Details)                                                        
142: R129        Income Taxes - Components Deferred Tax Asset and    HTML    109K  
                Liabilities (Details)                                            
143: R130        Income Taxes - Narrative (Details)                  HTML     93K  
144: R131        Income Taxes- Reconciliation of Beginning and       HTML     51K  
                Ending Unrecognized Tax Benefits (Details)                       
145: R132        Employee Benefit Plans - Stock Purchase Plan        HTML     55K  
                (Details)                                                        
146: R133        Employee Benefit Plans - 401(k) Profit Sharing      HTML     51K  
                Plan (Details)                                                   
147: R134        Employee Benefit Plans - Omnibus Incentive Plan     HTML     69K  
                (Details)                                                        
148: R135        Employee Benefit Plans - F&G Omnibus Incentive      HTML     65K  
                Plan (Details)                                                   
149: R136        Employee Benefit Plans - Stock Option Activity      HTML     80K  
                (Details)                                                        
150: R137        Employee Benefit Plans - Restricted Stock Activity  HTML     78K  
                (Details)                                                        
151: R138        Employee Benefit Plans - Options Outstanding and    HTML     99K  
                Exercisable by Exercise Price (Details)                          
152: R139        Employee Benefit Plans - Narrative (Details)        HTML     63K  
153: R140        Employee Benefit Plans - Pension Plans (Details)    HTML     57K  
154: R141        Financial Instruments with Off-Balance Sheet Risk   HTML     59K  
                and Concentration of Risk (Details)                              
155: R142        Schedule II - Condensed Financial Information -     HTML    140K  
                Balance Sheets -Parent Company (Details)                         
156: R143        Schedule II- Condensed Financial Information        HTML     67K  
                -Balance Sheet- (Parent Company) (Parenthetical)                 
                (Details)                                                        
157: R144        Schedule II - Condensed Financial Information -     HTML    133K  
                Statement of Operations(Parent Company) (Details)                
158: R145        Schedule II - Condensed Financial Information -     HTML    145K  
                Statement of Cash Flow (Parent Company) (Details)                
159: R146        Schedule II - Condensed Financial Information-      HTML     85K  
                Notes to Financial Statements (Parent Company)                   
                (Details)                                                        
160: R147        Schedule III - Supplementary Insurance Information  HTML     61K  
                (Details)                                                        
161: R148        Schedule IV - Reinsurance (Details)                 HTML     81K  
164: XML         IDEA XML File -- Filing Summary                      XML    316K  
162: XML         XBRL Instance -- fnf-20211231_htm                    XML  10.29M  
163: EXCEL       IDEA Workbook of Financial Reports                  XLSX    284K  
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166: ZIP         XBRL Zipped Folder -- 0001331875-22-000024-xbrl      Zip   1.14M

‘EX-10.34’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Document

EXHIBIT 10.34

Fidelity National Financial, Inc.

Amended and Restated

2005 Omnibus Incentive Plan

Notice of Restricted Stock Grant

You (the “Grantee”) have been granted the following award of restricted Shares (the “Restricted Stock”), of common stock, par value $0.0001 per share (the “Shares”), by Fidelity National Financial, Inc. (the “Company”), pursuant to the Fidelity National Financial, Inc. Amended and Restated 2005 Omnibus Incentive Plan (the “Plan”) and the terms set forth in the attached Restricted Stock Award Agreement:


Name of Grantee:
Number of Shares:
Effective Date of Grant:			November 4, 2021
Vesting and Period of Restriction:			Subject to the terms of the Plan and the Restricted Stock Award Agreement attached hereto, the Period of Restriction shall lapse, and the Shares shall vest and become free of the forfeiture provisions contained in the Restricted Stock Award Agreement, with respect to one third of the shares on each anniversary of the Effective Date of Grant and satisfaction of the Performance Restriction as set forth on Exhibit A of the Restricted Stock Award Agreement, attached hereto.

By your electronic acceptance/signature below, you agree and acknowledge that the Restricted Stock is granted under and governed by the terms and conditions of the Plan and the attached Restricted Stock Award Agreement, which are incorporated herein by reference, and that you have been provided with a copy of the Plan and Restricted Stock Award Agreement. If you have not accepted or declined this Restricted Stock Grant, including the terms of this Notice and Restricted Stock Award Agreement, prior to the first anniversary of the Effective Date of Grant, you are hereby advised and acknowledge that you shall be deemed to have accepted the terms of this Notice and Restricted Stock Award Agreement on such first anniversary of the Effective Date of Grant.

Electronic Signature

Accepted Date

Fidelity National Financial, Inc.

Amended and Restated 2005 Omnibus Incentive Plan

Restricted Stock Award Agreement

A.SECTION 1. GRANT OF RESTRICTED STOCK

a.Restricted Stock. On the terms and conditions set forth in the Notice of Restricted Stock Grant and this Restricted Stock Award Agreement (the “Agreement”), the Company grants to the Grantee on the Effective Date of Grant the Shares of Restricted Stock (the “Restricted Stock”) set forth in the Notice of Restricted Stock Grant.

b.Plan and Defined Terms. The Restricted Stock is granted pursuant to the Plan. All terms, provisions, and conditions applicable to the Restricted Stock set forth in the Plan and not set forth herein are hereby incorporated by reference herein. To the extent any provision hereof is inconsistent with a provision of the Plan, the provisions of the Plan will govern. All capitalized terms that are used in the Notice of Restricted Stock Grant or this Agreement and not otherwise defined therein or herein shall have the meanings ascribed to them in the Plan.

B.SECTION 2. FORFEITURE AND TRANSFER RESTRICTIONS

a.Forfeiture. Except as otherwise provided in Grantee’s employment, director services or similar agreement in effect at the time of the employment termination:

i.If the Grantee’s employment or service as a Director or Consultant is terminated for any reason other than death, or Disability (as defined below), the Grantee shall, for no consideration, forfeit to the Company the Shares of Restricted Stock to the extent such Shares are subject to a Period of Restriction at the time of such termination.

ii.If the Grantee’s employment or service as a Director or Consultant is terminated due to the Grantee’s death or Disability, a portion of the Shares which on the date of termination of employment remain subject to a Time-Based Restriction and/or the Performance Restriction (as defined in Exhibit A) shall vest and become free of the forfeiture and transfer restrictions contained in the Agreement (except as otherwise provided in Section 2(b) of this Agreement). The portion which shall vest shall be determined by the following formula (rounded to the nearest whole Share):

(A x B) – C, where

A = the total number of Shares granted under this Agreement,

B = the number of completed months to the date of termination of employment since the Effective Date of Grant divided by 36, and

C = the number of Shares granted under this Agreement which vested on or prior to the date of termination of employment.

All Shares that are subject to a Period of Restriction on the date of termination of employment or service as a Director or Consultant and which will not be vested pursuant to Section 2(a)(ii) above, shall be forfeited to the Company, for no consideration.

iii.The term “Disability” shall have the meaning ascribed to such term in the Grantee’s employment, director services or similar agreement with the Company. If the Grantee’s employment, director services or similar agreement does not define the term “Disability,” or if the Grantee has not entered into an employment, director services or similar agreement

with the Company or any Subsidiary, the term “Disability” shall mean the Grantee’s entitlement to long-term disability benefits pursuant to the long-term disability plan maintained by the Company or in which the Company’s employees participate.

iv.If the Performance Restriction is not satisfied during the Measurement Period, all of the Shares that do not satisfy the performance criteria for the applicable Performance Period, shall be forfeited to the Company, for no consideration.

b.Transfer Restrictions. During the Period of Restriction, the Restricted Stock may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of, to the extent such Shares are subject to a Period of Restriction.

c.Holding Period. If and when (i) the Grantee is an Officer (as defined in Rule 16a-1(f) of the Exchange Act) or holds the title of President - Agency Operations, and (ii) Grantee does not hold Shares with a value sufficient to satisfy the applicable stock ownership guidelines of the Company in place at that time, then Grantee must retain 50% of the Shares acquired by Grantee as a result of the lapse of a Period of Restriction (excluding from the calculation any Shares withheld for purposes of satisfying Grantee’s tax obligations in connection with such lapse of a Period of Restriction) until such time as the value of the Shares remaining in Grantee’s possession following any sale, assignment, pledge, exchange, gift or other transfer of the Shares shall be sufficient to meet any applicable stock ownership guidelines of the Company in place at that time. For the avoidance of doubt, at any time when Grantee holds, in the aggregate, Shares with a value sufficient to satisfy the applicable stock ownership guidelines of the Company in place at that time, Grantee may enter into a transaction with respect to any Shares acquired by Grantee as a result of the lapse of a Period of Restriction without regard to the holding period requirement contained in this Section 2(b) so long as Grantee shall continue to satisfy such stock ownership guidelines following such transaction.

d.Lapse of Restrictions. The Period of Restriction shall lapse as to the Restricted Stock in accordance with the Notice of Restricted Stock Grant and the terms of this Agreement. Subject to the terms of the Plan and Section 6(a) hereof, upon lapse of the Period of Restriction, the Grantee shall own the Shares that are subject to this Agreement free of all restrictions other than the holding period described in Section 2(c) above. Upon the occurrence of a Change in Control, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges, any Period of Restriction or other restriction imposed on the Restricted Stock that has not previously lapsed, including the holding period described in Section 2(c) above, shall lapse.

C.SECTION 3. STOCK CERTIFICATES

As soon as practicable following the grant of Restricted Stock, the Shares of Restricted Stock shall be registered in the Grantee’s name in certificate or book-entry form. If a certificate is issued, it shall bear an appropriate legend referring to the restrictions and it shall be held by the Company, or its agent, on behalf of the Grantee until the Period of Restriction has lapsed. If the Shares are registered in book-entry form, the restrictions shall be placed on the book-entry registration. The Grantee may be required to execute and return to the Company a blank stock power for each Restricted Stock certificate (or instruction letter, with respect to Shares registered in book-entry form), which will permit transfer to the Company, without further action, of all or any portion of the Restricted Stock that is forfeited in accordance with this Agreement.

D.SECTION 4. SHAREHOLDER RIGHTS

Except for the transfer and dividend restrictions, and subject to such other restrictions, if any, as determined by the Committee, the Grantee shall have all other rights of a holder of Shares, including the right to vote (or to execute proxies for voting) such Shares. Unless otherwise determined by the

Committee, if all or part of a dividend in respect of the Restricted Stock is paid in Shares or any other security issued by the Company, such Shares or other securities shall be held by the Company subject to the same restrictions as the Restricted Stock in respect of which the dividend was paid.

E.SECTION 5. DIVIDENDS

a.Any dividends paid with respect to Shares which remain subject to a Period of Restriction shall not be paid to the Grantee but shall be held by the Company.

b.Such held dividends shall be subject to the same Period of Restriction as the Shares to which they relate.

c.Any dividends held pursuant to this Section 5 which are attributable to Shares which vest pursuant to this Agreement shall be paid to the Grantee within 30 days of the applicable vesting date.

d.Dividends attributable to Shares forfeited pursuant to Section 2 of this Agreement shall be forfeited to the Company on the date such Shares are forfeited.

F.SECTION 6. MISCELLANEOUS PROVISIONS

a.Tax Withholding. Pursuant to Article 20 of the Plan, the Committee shall have the power and right to deduct or withhold, or require the Grantee to remit to the Company, an amount sufficient to satisfy any federal, state and local taxes (including the Grantee’s FICA obligations) required by law to be withheld with respect to this Award. The Committee may condition the delivery of Shares upon the Grantee’s satisfaction of such withholding obligations. The Grantee may elect to satisfy all or part of such withholding requirement by tendering previously-owned Shares or by having the Company withhold Shares having a Fair Market Value equal to the minimum statutory withholding (based on minimum statutory withholding rates for federal, state and local tax purposes, as applicable, including payroll taxes) that could be imposed on the transaction, and, to the extent the Committee so permits, amounts in excess of the minimum statutory withholding to the extent it would not result in additional accounting expense. Such election shall be irrevocable, made in writing, signed by the Grantee, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

b.Ratification of Actions. By accepting this Agreement, the Grantee and each person claiming under or through the Grantee shall be conclusively deemed to have indicated the Grantee’s acceptance and ratification of, and consent to, any action taken under the Plan or this Agreement and Notice of Restricted Stock Grant by the Company, the Board or the Committee.

c.Notice. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office and to the Grantee at the address that he or she most recently provided in writing to the Company.

d.Choice of Law. This Agreement and the Notice of Restricted Stock Grant shall be governed by, and construed in accordance with, the laws of Florida, without regard to any conflicts of law or choice of law rule or principle that might otherwise cause the Plan, this Agreement or the Notice of Restricted Stock Grant to be governed by or construed in accordance with the substantive law of another jurisdiction.

e.Arbitration. Subject to, and in accordance with the provisions of Article 3 of the Plan, any dispute or claim arising out of or relating to the Plan, this Agreement or the Notice of Restricted Stock Grant shall be settled by binding arbitration before a single arbitrator in Jacksonville, Florida and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall decide any issues submitted in accordance with the provisions and commercial purposes of the Plan, this Agreement and the Notice of Restricted Stock Grant, provided that all

substantive questions of law shall be determined in accordance with the state and federal laws applicable in Florida, without regard to internal principles relating to conflict of laws.

f.Modification or Amendment. This Agreement may only be modified or amended by written agreement executed by the parties hereto; provided, however, that the adjustments permitted pursuant to Section 4.3 of the Plan may be made without such written agreement.

g.Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if such illegal or invalid provision had not been included.

h.References to Plan. All references to the Plan shall be deemed references to the Plan as may be amended from time to time.

i.Section 409A Compliance. To the extent applicable, it is intended that the Plan and this Agreement comply with the requirements of Code Section 409A and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service and the Plan and the Award Agreement shall be interpreted accordingly.

EXHIBIT A

Vesting and Restrictions

This grant is subject to both a Performance Restriction and a Time-Based Restriction, as described below (collectively, the “Period of Restriction”).

Performance Restriction

In order for the Restricted Stock to vest, the Compensation Committee of the Board of Directors of the Company (the “Committee”) must determine that the Company has achieved 9.5% or greater Title Operating Margin (as defined below) in at least two calendar quarters of any of the next five calendar quarters starting October 1, 2021 (the “Performance Restriction”). The five calendar quarters starting October 1, 2021 and ending December 31, 2022 are referred to as the “Measurement Period.” “Title Operating Margin” shall mean the Title Pre-Tax Margin as used for the annual bonus plan. Calculation of Title Operating Margin will exclude claim loss reserve adjustments (positive or negative) for prior period loss development, extraordinary events or accounting adjustments, acquisitions, divestitures, major restructuring charges, and non-budgeted discontinued operations. The Committee will evaluate whether the Title Operating Margin has been achieved following the completion of each calendar quarter during the Measurement Period.

Time-Based Restrictions


Anniversary Date			% of Restricted Stock
First (1st) anniversary of the Effective Date of Grant			33.33%
Second (2nd) anniversary of the Effective Date of Grant			33.33%
Third (3rd) anniversary of the Effective Date of Grant			33.34%

Vesting

If the Performance Restriction has been achieved as of an Anniversary Date, the percentage of the Restricted Stock indicated next to such Anniversary Date shall vest on such indicated Anniversary Date (such three year vesting schedule referred to as the “Time-Based Restrictions”). If the Performance Restriction has not been achieved as of an Anniversary Date, but is achieved on or before the end of the Measurement Period, then the percentage of the Restricted Stock indicated next to such Anniversary Date shall vest at such time as the Committee determines that the Company has achieved the Performance Restriction. If the Performance Restriction is not achieved during the Measurement Period, none of the Restricted Stock granted hereunder shall vest and, for no consideration, will be automatically forfeited to the Company.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

	12/31/22
Filed on:	2/25/22
For Period end:	12/31/21	10-K/A, 11-K, 13F-HR, 4
	11/4/21	4
	10/1/21
		List all Filings

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/29/24  Fidelity National Financial, Inc. 10-K       12/31/23  199:39M
 2/27/23  Fidelity National Financial, Inc. 10-K       12/31/22  172:36M
 5/02/22  Fidelity National Financial, Inc. 10-K/A     12/31/21   12:1.3M                                   Toppan Merrill/FA

34 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/17/22  Fidelity National Financial, Inc. 8-K:5,9     2/16/22   12:380K
 1/05/22  Fidelity National Financial, Inc. 8-K:5,8,9   1/05/22   12:372K
 9/17/21  Fidelity National Financial, Inc. 8-K:1,9     9/17/21   13:643K                                   Toppan Merrill/FA
 3/01/21  Fidelity National Financial, Inc. 10-K       12/31/20  171:28M
 1/27/21  Fidelity National Financial, Inc. 8-K:1,9     1/25/21   12:378K                                   Donnelley … Solutions/FA
11/04/20  Fidelity National Financial, Inc. 8-K:1,2,9  10/29/20   12:1.1M                                   Toppan Merrill/FA
 9/15/20  Fidelity National Financial, Inc. 8-K:1,8,9   9/10/20   15:694K                                   Toppan Merrill/FA
 6/12/20  Fidelity National Financial, Inc. 8-K:1,2,8,9 6/09/20   15:708K                                   Toppan Merrill/FA
 6/01/20  Fidelity National Financial, Inc. S-8         6/01/20    4:264K                                   Toppan Merrill/FA
 6/01/20  Fidelity National Financial, Inc. 8-K:1,2,8,9 6/01/20   12:315K                                   Toppan Merrill/FA
 5/29/20  Fidelity National Financial, Inc. 8-K:8,9     5/28/20   13:238K
 4/24/20  Fidelity National Financial, Inc. S-4/A                  7:3.6M                                   Toppan Merrill-FA
 2/14/20  Fidelity National Financial, Inc. 10-K       12/31/19  126:19M
 2/07/20  Fidelity National Financial, Inc. 8-K:1,8,9   2/07/20   13:3M                                     Toppan Merrill/FA
10/30/19  Fidelity National Financial, Inc. 10-Q        9/30/19   74:10M
 2/19/19  Fidelity National Financial, Inc. 10-K       12/31/18  131:18M
 8/13/18  Fidelity National Financial, Inc. 8-K:1,2,8,9 8/13/18    5:505K
 6/13/18  Fidelity National Financial, Inc. 8-K:5,9     6/13/18    2:110K
 4/25/18  FGL Holdings                      8-K:1,8,9   4/20/18    3:837K                                   Donnelley … Solutions/FA
11/20/17  Fidelity National Financial, Inc. 8-K:1,5,8,911/17/17    5:1.1M                                   Toppan Merrill/FA
 8/09/16  Fidelity National Financial, Inc. 10-Q        6/30/16   83:11M
 4/29/16  Fidelity National Financial, Inc. DEF 14A     6/15/16    1:1.7M                                   Donnelley … Solutions/FA
 2/23/16  Fidelity National Financial, Inc. 10-K       12/31/15  149:23M
 5/06/15  Fidelity National Financial, Inc. 10-Q        3/31/15   68:12M
 5/05/14  Fidelity National Financial, Inc. S-4/A                104:23M                                    Donnelley … Solutions/FA
 1/15/14  Fidelity National Financial, Inc. 8-K:5,9     1/09/14   10:430K                                   Donnelley … Solutions/FA
 2/27/13  Fidelity National Financial, Inc. 10-K       12/31/12  109:22M
 8/28/12  Fidelity National Financial, Inc. 8-K:8,9     8/28/12    4:182K                                   Donnelley … Solutions/FA
 5/05/10  Fidelity National Financial, Inc. 8-K:1,9     5/05/10    6:272K                                   Donnelley … Solutions/FA
 3/01/10  Fidelity National Financial, Inc. 10-K       12/31/09   17:2.2M                                   Donnelley … Solutions/FA
 3/02/09  Fidelity National Financial, Inc. 10-K       12/31/08   14:1.7M                                   Bowne of Atlanta Inc./FA
11/14/07  Fidelity National Financial, Inc. S-3ASR     11/14/07    6:708K                                   Bowne - Biv/FA
 3/16/06  Fidelity National Financial, Inc. 10-K       12/31/05   10:1.6M                                   RR Donnelley
 1/24/06  Fidelity National Financial, Inc. 8-K:1,9     1/18/06    3:61K                                    Bowne - Biv/FA

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Filing Submission 0001331875-22-000024 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)