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As Of Filer Filing For·On·As Docs:Size 2/22/18 Fidelity Nat’l Information S… Inc 10-K 12/31/17 117:13M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 1.22M 2: EX-10.25 Material Contract HTML 68K 3: EX-10.30 Material Contract HTML 67K 4: EX-10.34 Material Contract HTML 82K 5: EX-10.35 Material Contract HTML 81K 6: EX-10.36 Material Contract HTML 81K 7: EX-10.54 Material Contract HTML 113K 8: EX-10.55 Material Contract HTML 106K 9: EX-10.56 Material Contract HTML 114K 10: EX-21.1 Subsidiaries List HTML 101K 11: EX-23.1 Consent of Experts or Counsel HTML 33K 12: EX-31.1 Certification -- §302 - SOA'02 HTML 38K 13: EX-31.2 Certification -- §302 - SOA'02 HTML 38K 14: EX-32.1 Certification -- §906 - SOA'02 HTML 33K 15: EX-32.2 Certification -- §906 - SOA'02 HTML 33K 22: R1 Document and Entity Information HTML 58K 23: R2 Consolidated Balance Sheets HTML 140K 24: R3 Consolidated Balance Sheets (Parenthetical) HTML 49K 25: R4 Consolidated Statements of Earnings HTML 122K 26: R5 Consolidated Statements of Comprehensive Earnings HTML 70K 27: R6 Consolidated Statements of Equity HTML 113K 28: R7 Consolidated Statements of Equity (Parenthetical) HTML 33K 29: R8 Consolidated Statements of Cash Flows HTML 132K 30: R9 Basis of Presentation HTML 35K 31: R10 Summary of Significant Accounting Policies HTML 172K 32: R11 Acquisitions HTML 63K 33: R12 Property and Equipment HTML 48K 34: R13 Goodwill HTML 57K 35: R14 Intangible Assets HTML 59K 36: R15 Computer Software HTML 45K 37: R16 Deferred Contract Costs HTML 41K 38: R17 Accounts Payable and Accrued Liabilities HTML 44K 39: R18 Long-Term Debt HTML 91K 40: R19 Financial Instruments HTML 40K 41: R20 Income Taxes HTML 166K 42: R21 Commitments and Contingencies HTML 50K 43: R22 Employee Benefit Plans HTML 134K 44: R23 Divestitures and Discontinued Operations HTML 55K 45: R24 Components of Other Comprehensive Earnings HTML 54K 46: R25 Related Party Transactions HTML 53K 47: R26 Concentration of Risk HTML 35K 48: R27 Segment Information HTML 216K 49: R28 Share Repurchase Programs HTML 49K 50: R29 Summary of Significant 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(Details) 82: R61 Intangible Assets (Schedule of Estimated HTML 42K Amortization of Intangibles for the Next Five Years) (Details) 83: R62 Computer Software (Details) HTML 50K 84: R63 Deferred Contract Costs (Details) HTML 42K 85: R64 Accounts Payable and Accrued Liabilities (Details) HTML 49K 86: R65 Long-Term Debt (Schedule of Long Term Debt) HTML 98K (Details) 87: R66 Long-Term Debt (Narrative) (Details) HTML 239K 88: R67 Long-Term Debt (Schedule of Principal Maturities HTML 57K of Long-term Debt) (Details) 89: R68 Financial Instruments (Interest Rate Exposure) HTML 48K (Details) 90: R69 Financial Instruments (Net Investment Hedges) HTML 54K (Details) 91: R70 Income Taxes (Schedule of Components of Income Tax HTML 67K Expense (Benefit) and Pre-tax Income from Continuing Operations) (Details) 92: R71 Income Taxes (Schedule of Components of Income Tax HTML 51K Expense (Benefit)) (Allocation) (Details) 93: R72 Income Taxes (Schedule of Effective Income Tax HTML 59K Rate Reconciliation) (Details) 94: R73 Income Taxes (Schedule of Deferred Income Tax HTML 62K Assets and Liabilities) (Details) 95: R74 Income Taxes (Schedule of Deferred Income Tax HTML 50K Assets and Liabilities) (Classification) (Details) 96: R75 Income Taxes (Schedule of Unrecognized Tax HTML 43K Benefits Roll Forward) (Details) 97: R76 Income Taxes (Narrative) (Details) HTML 82K 98: R77 Commitments and Contingencies (Narrative) HTML 53K (Details) 99: R78 Commitments and Contingencies (Schedule of Future HTML 64K Minimum Operating Lease Payments for Leases) (Details) 100: R79 Commitments and Contingencies (Data Processing, HTML 35K Maintenance and Other Services Agreements Narrative) (Details) 101: R80 Employee Benefit Plans (Narrative) (Details) HTML 98K 102: R81 Employee Benefit Plans (Schedule of Options HTML 42K Granted) (Details) 103: R82 Employee Benefit Plans (Schedule of Stock Option HTML 54K Activity) (Details) 104: R83 Employee Benefit Plans (Schedule of Stock Options HTML 94K Outstanding and Exercisable) (Details) 105: R84 Employee Benefit Plans (Schedule of Stock Option HTML 41K Valuation Assumptions) (Details) 106: R85 Divestitures and Discontinued Operations HTML 94K (Narrative) (Details) 107: R86 Divestitures and Discontinued Operations (Revenues HTML 41K and Earnings (Losses) of Businesses Included in Discontinued Operations) (Details) 108: R87 Components of Other Comprehensive Earnings HTML 55K (Details) 109: R88 Related Party Transactions (Narrative) (Details) HTML 69K 110: R89 Related Party Transactions (Schedule of Related HTML 43K Party Receivables and Payables) (Details) 111: R90 Segment Information (Narrative) (Details) HTML 60K 112: R91 Segment Information (Schedule of Financial HTML 111K Information for the Company's Segments) (Details) 113: R92 Share Repurchase Programs (Narrative) (Details) HTML 45K 114: R93 Share Repurchase Programs (Schedule of HTML 38K Repurchases) (Details) 116: XML IDEA XML File -- Filing Summary XML 208K 115: EXCEL IDEA Workbook of Financial Reports XLSX 132K 16: EX-101.INS XBRL Instance -- fis-20171231 XML 3.42M 18: EX-101.CAL XBRL Calculations -- fis-20171231_cal XML 355K 19: EX-101.DEF XBRL Definitions -- fis-20171231_def XML 996K 20: EX-101.LAB XBRL Labels -- fis-20171231_lab XML 2.41M 21: EX-101.PRE XBRL Presentations -- fis-20171231_pre XML 1.47M 17: EX-101.SCH XBRL Schema -- fis-20171231 XSD 221K 117: ZIP XBRL Zipped Folder -- 0001136893-18-000011-xbrl Zip 354K
Exhibit |
(a) | an annual incentive bonus opportunity under Company's annual officer incentive 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 Company ("Annual Bonus"). Employee's target Annual Bonus shall be no less than 125% of Employee's then current Annual
Base Salary, with a maximum of up to 2 times target (collectively, the target and maximum Annual Bonus are referred to as the "Annual Bonus Opportunity"). Employee's Annual Bonus Opportunity may be periodically reviewed and increased by the Company, but may not be decreased without Employee's express written consent. Employee’s Annual Bonus is subject to the Company’s clawback policy, pursuant to which the Company may recoup all or a portion of any bonus paid if, after payment, there is a finding of fraud, a restatement of financial results, or errors or omissions discovered that call into question the business results on which the bonus was based. If owed pursuant to the terms of the plan, the Annual
Bonus shall be paid no later than the March 15th first following the calendar year to which the Annual Bonus relates; |
(b) | eligibility to participate in Company's equity incentive plans; and |
(c) | all other benefits and incentive opportunities made available to similarly situated executives. |
(a) | Notice of Termination. Any purported termination of 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 this Agreement. For purposes of this Agreement, a "Notice of Termination" shall mean a notice that indicates the "Date of Termination" and,
with respect to a termination due to "Cause", "Disability" or "Good Reason", sets forth in reasonable detail the facts and circumstances that are alleged to provide a basis for such termination. A Notice of Termination from Company shall specify whether the termination is with or without Cause or due to Employee's Disability. A Notice of Termination from Employee shall specify whether the termination is with or without Good Reason. |
(b) | Date of Termination. For purposes of this Agreement, "Date of Termination" shall mean the date specified in the Notice of Termination (but in no event shall such date be earlier than the thirtieth (30th)
day following the date the Notice of Termination is given) or the date of Employee's death. If the Company disagrees with an Employee’s designated Date of Termination, the Company shall have the right to set an alternative earlier final Date of Termination, which, in and of itself, shall not change the characterization of the termination (e.g., from an Employee Termination Without Good Reason to a Company Termination Without Cause). |
(c) | No Waiver. The failure to set forth any fact or circumstance in a Notice of Termination, which fact or circumstance
was not known to the party giving the Notice of Termination when the notice was given, shall not constitute a waiver of the right to assert such fact or circumstance in an attempt to enforce any right under or provision of this Agreement. |
(d) | Cause. For purposes of this Agreement, a termination for "Cause" means a termination by Company based upon Employee's: (i) persistent knowing failure to perform duties consistent with a commercially reasonable standard of care (other than due to a physical or mental impairment or due to an action or inaction directed by Company that would otherwise constitute Good Reason); (ii) willful neglect of duties (other than due to a physical or mental impairment or due to an action or inaction
directed by Company that would otherwise constitute Good Reason); (iii) conviction of, or pleading nolo contendere to, criminal activities involving dishonesty or moral turpitude; (iv) material breach of this Agreement; (v) material breach of the Company's business policies, accounting practices or standards of ethics; or (vi) intentional failure to materially cooperate with or impeding an |
(e) | Disability. For purposes of this Agreement, a termination based upon "Disability" means a termination by Company based upon Employee's entitlement to long-term disability benefits under Company's long-term disability plan or policy, as the case may be, as in effect on the Date of Termination. |
(f) | Good
Reason. For purposes of this Agreement, a termination for "Good Reason" means a termination by Employee based upon the occurrence (without Employee's express written consent) of any of the following: |
(i) | a material change in the geographic location of Employee's principal working location (Jacksonville, FL) of more than thirty-five (35) miles; |
(ii) | a material diminution in Employee's Annual Base Salary or Annual Bonus Opportunity or a material reduction in Employee’s duties, responsibilities, or authority
as they exist on the effective date of this agreement; |
(iii) | a demotion in Employee’s title to any level below Executive Vice President; |
(iv) | a material breach by Company of any of its obligations under this Agreement; or |
(v) | if Employee receives notice of intent not to renew this Agreement within one year of
a Change in Control (as defined in the Company’s 2008 Omnibus Incentive Plan, as amended and restated). |
(a) | Termination by Company for a Reason Other than Cause, Death or Disability and Termination by Employee for Good Reason. If Employee's employment is |
(i) | Company shall pay Employee the following (collectively, the "Accrued Obligations"): (A) within five (5) business days after the Date of Termination, any earned but unpaid Annual Base Salary; (B) within a reasonable time following submission of all applicable documentation, any expense reimbursement payments owed to Employee for expenses incurred prior to the Date of Termination; (C) any accrued but unused vacation pay; and (D) no later than March 15th of the year in which the Date of Termination occurs, any earned but unpaid Annual Bonus payments relating to the prior calendar year; |
(ii) | Company
shall pay Employee no later than March 15th of the calendar year following the year in which the Date of Termination occurs, a prorated Annual Bonus based upon the actual Annual Bonus that would have been earned by Employee for the year in which the Date of Termination occurs, ignoring any requirement under the Annual Bonus Plan that Employee must be employed on the payment date (using Employee's Annual Bonus Opportunity for the prior year if no Annual Bonus Opportunity has been approved for the year in which the Date of Termination occurs), multiplied by the percentage of the calendar year completed before the Date of Termination; |
(iii) | Subject to Section 26(b) hereof, the
Company shall pay Employee as soon as practicable, but not later than the sixty-fifth (65th) day after the Date of Termination, a lump-sum payment equal to 200% of the sum of: (A) Employee's Annual Base Salary in effect immediately prior to the Date of Termination (disregarding any reduction in Annual Base Salary to which Employee did not expressly consent in writing); and (B) the target Annual Bonus in the year in which the Date of Termination occurs; |
(iv) | All stock option, restricted stock, performance unit and other equity-based incentive awards granted by Company that were outstanding but not vested as of the Date of Termination shall become immediately vested and/or payable, as the case may be; and, |
(v) | As
long as Employee pays the full monthly premiums for COBRA coverage, Company shall provide Employee and, as applicable, Employee's eligible dependents with continued medical and dental coverage, on the same basis as provided to Company's active executives and their dependents until the earlier of: (i) 18 months after the Date of Termination; or (ii) the date Employee is first eligible for medical and dental coverage (without pre-existing condition limitations) with a subsequent employer. In addition, as soon as practicable, but not later than the sixty-fifth (65th) day after the Date of Termination, Company shall pay Employee a lump sum cash payment |
(a) | Termination by Company for Cause and by Employee without Good Reason. If Employee's employment is terminated during the Employment Term by Company for Cause or by Employee without Good Reason, Company's only obligation under this Agreement shall be payment of any Accrued Obligations. |
(b) | Termination due to Death or Disability. If Employee's employment is terminated during
the Employment Term due to death or Disability, Company shall pay Employee (or to Employee's estate or personal representative in the case of death), as soon as practicable, but not later than the sixty-fifth (65th) day after the Date of Termination: (i) any Accrued Obligations; plus (ii) a prorated Annual Bonus based upon the target Annual Bonus Opportunity in the year in which the |
13. | Non-Competition. |
(a) | During
Employment Term. During the Employment Term Employee will devote such business time, attention and energies reasonably necessary to the diligent and faithful performance of the services to Company and its affiliates, and will not engage in any way whatsoever, directly or indirectly, in any business that is a direct competitor with Company's or its affiliates' principal business, nor solicit customers, suppliers or employees of Company or affiliates on behalf of, or in any other manner work for or assist any business which is a direct competitor with Company's or its affiliates' principal business. In addition, during the Employment Term, Employee will undertake no planning for or organization of any business activity competitive with the work performed as an employee of Company, and Employee will not combine or conspire with any other employee of Company or any other person for the purpose of organizing any such competitive business activity. |
(b) | After
Employment Term. The parties acknowledge that Employee will acquire substantial knowledge and information concerning the business of Company and its affiliates as a result of employment. The parties further acknowledge that the scope of business in which Company and its affiliates are engaged as of the Effective Date is international and very competitive and one in which few companies can successfully compete. Competition by Employee in that business after the Employment Term would severely injure Company and its affiliates. Accordingly, for a period of one (1) year after Employee's employment terminates for any reason whatsoever, Employee agrees: (1) not to become an employee, consultant, advisor, principal, partner or substantial shareholder of any firm or business that directly competes with Company or its affiliates in their principal products and markets; and (2), on behalf of any such competitive firm or business, not to solicit any person
or business that was at the time of such termination and remains a customer or prospective customer, a supplier or prospective supplier, or an employee of Company or an affiliate. |
(a) | Withholding. Company
or an affiliate may deduct from all compensation and benefits payable under this Agreement any taxes or withholdings Company is required to deduct pursuant to state, federal or local laws. |
(b) | Section 409A. This Agreement and any payment, distribution or other benefit hereunder shall comply with the requirements of Section 409A of the Code, as well as any related regulations or other guidance promulgated by the U.S. Department of the Treasury or the Internal Revenue Service ("Section 409A"), to the extent applicable. To the extent Employee is a "specified employee" under Section 409A, no payment, distribution or other benefit described in this Agreement constituting a distribution of deferred compensation (within
the meaning of Treasury Regulation Section 1.409A-1(b)) to be paid during the six-month period following a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)) will be made during such six-month period. Instead, any such deferred compensation shall be paid on the first business day following the six-month anniversary of the separation from service. In no event may Employee, directly or indirectly, designate the calendar year of a payment. Any provision that would cause this Agreement or a payment, distribution or other benefit hereunder to fail to satisfy the requirements of Section 409A shall have no force or effect and, to the extent an amendment would be effective for purposes of Section 409A, the parties agree that this Agreement shall be amended to comply with Section 409A. Such amendment shall be retroactive to the extent permitted by Section 409A. For purposes of this Agreement, Employee shall not be deemed to have terminated
employment unless and until a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)) has occurred. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the time period specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made not later than the last day of the Employee's taxable year following the taxable year in which such expense was incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. |
FIDELITY NATIONAL INFORMATION SERVICES, INC. | |||
By: | /s/ Marc
Mayo | ||
Chief Legal Officer | |||
/s/ Bruce
Lowthers | |||
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 2/22/18 | |||
2/1/18 | 3 | |||
For Period end: | 12/31/17 | |||
9/1/17 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/24 Fidelity Nat’l Information S… Inc 10-K 12/31/23 130:16M 2/27/23 Fidelity Nat’l Information S… Inc 10-K 12/31/22 122:25M 2/23/22 Fidelity Nat’l Information S… Inc 10-K 12/31/21 120:18M 2/18/21 Fidelity Nat’l Information S… Inc 10-K 12/31/20 123:15M 11/09/18 SEC UPLOAD¶ 12/10/18 2:36K Fidelity Nat’l Information S… Inc 9/12/18 SEC UPLOAD¶ 12/10/18 2:45K Fidelity Nat’l Information S… Inc |