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Fidelity National Financial, Inc. – ‘10-Q’ for 9/30/19 – ‘EX-10.2’

On:  Wednesday, 10/30/19, at 4:08pm ET   ·   For:  9/30/19   ·   Accession #:  1331875-19-53   ·   File #:  1-32630

Previous ‘10-Q’:  ‘10-Q’ on 7/23/19 for 6/30/19   ·   Next:  ‘10-Q’ on 4/28/20 for 3/31/20   ·   Latest:  ‘10-Q’ on 11/8/23 for 9/30/23   ·   5 References:   

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

10/30/19  Fidelity National Financial, Inc. 10-Q        9/30/19   74:10M

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.45M 
 2: EX-10.2     Material Contract                                   HTML     30K 
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     29K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     28K 
 5: EX-32.1     Certification -- §906 - SOA'02                      HTML     24K 
 6: EX-32.2     Certification -- §906 - SOA'02                      HTML     24K 
40: R1          Cover                                               HTML     79K 
65: R2          Condensed Consolidated Balance Sheets               HTML    136K 
56: R3          Condensed Consolidated Balance Sheets               HTML     53K 
                (Parenthetical)                                                  
15: R4          Condensed Consolidated Statements of Earnings       HTML    107K 
37: R5          Condensed Consolidated Statements of Comprehensive  HTML     57K 
                Earnings                                                         
62: R6          Condensed Consolidated Statements of Comprehensive  HTML     33K 
                Earnings (Parenthetical)                                         
52: R7          Condensed Consolidated Statement of Equity          HTML    141K 
14: R8          Condensed Consolidated Statement of Equity          HTML     24K 
                (Parenthetical)                                                  
41: R9          Condensed Consolidated Statements of Cash Flows     HTML    145K 
24: R10         Basis of Financial Statements                       HTML     45K 
31: R11         Summary of Reserve for Claims Losses                HTML     46K 
69: R12         Fair Value Measurements                             HTML    177K 
44: R13         Investments                                         HTML    277K 
25: R14         Notes Payable                                       HTML     47K 
32: R15         Commitments and Contingencies                       HTML     32K 
70: R16         Dividends                                           HTML     24K 
45: R17         Segment Information                                 HTML    159K 
23: R18         Supplemental Cash Flow Information                  HTML     42K 
33: R19         Revenue Recognition                                 HTML    110K 
58: R20         Leases                                              HTML     43K 
50: R21         Basis of Financial Statements (Policies)            HTML     50K 
12: R22         Summary of Reserve for Claims Losses (Tables)       HTML     43K 
35: R23         Fair Value Measurements (Tables)                    HTML    168K 
59: R24         Investments (Tables)                                HTML    279K 
51: R25         Notes Payable (Tables)                              HTML     46K 
13: R26         Segment Information (Tables)                        HTML    158K 
36: R27         Supplemental Cash Flow Information (Tables)         HTML     41K 
60: R28         Revenue Recognition (Tables)                        HTML    103K 
49: R29         Leases (Tables)                                     HTML     39K 
47: R30         Basis of Financial Statements - Recent              HTML     53K 
                Developments (Details)                                           
74: R31         Basis of Financial Statements - Income Tax          HTML     27K 
                (Details)                                                        
30: R32         Basis of Financial Statements - Earnings Per Share  HTML     25K 
                (Details)                                                        
22: R33         Basis of Financial Statements - Recent Accounting   HTML     35K 
                Pronouncements (Details)                                         
46: R34         Summary of Reserve for Claims Losses - Summary of   HTML     48K 
                Reserve Claims (Details)                                         
72: R35         Summary of Reserve for Claims Losses - Narrative    HTML     28K 
                (Details)                                                        
29: R36         Fair Value Measurements - Fair Value Hierarchy for  HTML     84K 
                Assets and Liabilities Measured on a Recurring                   
                Basis (Details)                                                  
20: R37         Fair Value Measurements - Summary of Changes in     HTML     85K 
                Fair Value of Level 3 Assets Measured on a                       
                Recurring Basis (Details)                                        
48: R38         Investments - Schedule of Carrying Amount and Fair  HTML     49K 
                Value of Available for Sale Securities (Details)                 
71: R39         Investments - Maturity of Fixed Maturity            HTML     80K 
                Securities (Details)                                             
55: R40         Investments - Securities in a Continuous            HTML     55K 
                Unrealized Loss Position (Details)                               
64: R41         Investments - Narrative (Details)                   HTML     26K 
39: R42         Investments - Realized Gains and Losses and         HTML     90K 
                Proceeds on Investments and Other Assets (Details)               
17: R43         Investments - Investments with Related Party        HTML     32K 
                (Details)                                                        
53: R44         Notes Payable - Schedule of Long Term Debt          HTML     40K 
                (Details)                                                        
63: R45         Notes Payable - Long Term Debt Narrative (Details)  HTML     31K 
38: R46         Notes Payable - 4.50% Notes (Details)               HTML     34K 
16: R47         Notes Payable - Existing Credit Agreement           HTML     39K 
                (Details)                                                        
57: R48         Notes Payable - 5.50% Notes (Details)               HTML     29K 
61: R49         Notes Payable - Principal Maturities of Notes       HTML     43K 
                Payable (Details)                                                
66: R50         Commitments and Contingencies - Narrative           HTML     24K 
                (Details)                                                        
42: R51         Dividends (Details)                                 HTML     28K 
18: R52         Segment Information - Schedule of Segment           HTML     86K 
                Reporting Information (Details)                                  
27: R53         Supplemental Cash Flow Information (Details)        HTML     41K 
67: R54         Revenue Recognition - Disaggregation of Revenue     HTML     64K 
                (Details)                                                        
43: R55         Revenue Recognition - Information about             HTML     31K 
                Receivables and Deferred Revenue (Details)                       
19: R56         Leases - Narrative (Details)                        HTML     46K 
28: R57         Leases - Future Payments Under Operating Leases     HTML     41K 
                Accounted for Under ASC Topic 842 (Details)                      
68: R58         Leases - Future Payments Under Operating Leases     HTML     42K 
                Accounted for Under ASC Topic 840 (Details)                      
73: XML         IDEA XML File -- Filing Summary                      XML    128K 
21: XML         XBRL Instance -- fnf09301910q_htm                    XML   2.91M 
34: EXCEL       IDEA Workbook of Financial Reports                  XLSX     77K 
 8: EX-101.CAL  XBRL Calculations -- fnf-20190930_cal                XML    296K 
 9: EX-101.DEF  XBRL Definitions -- fnf-20190930_def                 XML    679K 
10: EX-101.LAB  XBRL Labels -- fnf-20190930_lab                      XML   1.59M 
11: EX-101.PRE  XBRL Presentations -- fnf-20190930_pre               XML    958K 
 7: EX-101.SCH  XBRL Schema -- fnf-20190930                          XSD    149K 
54: JSON        XBRL Instance as JSON Data -- MetaLinks              347±   529K 
26: ZIP         XBRL Zipped Folder -- 0001331875-19-000053-xbrl      Zip    294K

‘EX-10.2’   —   Material Contract

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

 <!   C:   C: 
  Exhibit  


AMENDMENT NO. 4 TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Amendment") is effective as of November 1, 2019, by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (the "Company"), and MICHAEL L. GRAVELLE (the "Employee") and amends that certain Amended and Restated Employment Agreement dated as of January 1, 2010, as amended by Amendment No. 1 dated January 30, 2013, Amendment No. 2 dated March 1, 2015, and Amendment No. 3 dated May 3, 2016 (the "Agreement"), which the parties agree is in full force and effect as of the date hereof. In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:
1.
The last sentence of Section 2 of the Agreement is deleted and the following shall be inserted in lieu thereof: The Company acknowledges and agrees that Employee may serve and receive compensation as Executive Vice President and General Counsel of Black Knight, Inc. (“Black Knight”), Executive Vice President, General Counsel and Corporate Secretary of Cannae Holdings, Inc. (“Cannae”) and Trasimene Management Services, LLC (“Trasimene”), and in other unpaid non-competitor companies.
2. The first sentence of Section 4 of the Agreement is deleted and the following shall be inserted in lieu thereof: “Salary. During the period from the Effective Date through the end of 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 $326,375 per year, payable at the time and in the manner dictated by the Company's standard payroll policies.”
3.
Section 5(d) is deleted and the following shall be inserted in lieu thereof: “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 105% of the Employee’s paid salary with the Company, with a maximum of up to 210% of the Employee's paid salary with the Company (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 last day of the Annual Bonus measurement period.”
4.
Section 9(a)(iii) is deleted and the following shall be inserted in lieu thereof: “the Company shall pay the Employee, no later than the sixty-fifth (65th) calendar day after the Date of Termination, a lump-sum payment equal to 100% of the sum of: (A) the Employee's Annual Base Salary in effect immediately prior to the Date of Termination (disregarding any reduction in Annual Base Salary to which the Employee did not expressly consent in writing); and (B) the highest Annual Bonus paid to the Employee by the Company within the three (3) years preceding his termination of employment or, if higher, the target Annual Bonus Opportunity in the year in which the Date of Termination occurs;
5.
Section 12(c) of the Agreement is deleted and the following shall be inserted in lieu thereof: Working directly or indirectly for any of the following entities shall not be considered competitive to the Company or its affiliates for the purpose of this Section: (i) Cannae, its affiliates or their successors, (ii) Black Knight, its affiliates or their successors or (iii) Trasimene, its affiliates or their successors.




IN WITNESS WHEREOF the parties have executed this Amendment to be effective as of the date first set forth above.

FIDELITY NATIONAL FINANCIAL, INC.
 
By:
 
 
 
Raymond R. Quirk
 
Its:
Chief Executive Officer
 
 
 
 
 
MICHAEL L. GRAVELLE
 
 
 



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
11/1/194,  8-K
Filed on:10/30/194,  8-K
For Period end:9/30/1913F-HR,  4
5/3/16
3/1/15
1/30/13
1/1/10
 List all Filings 

5 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
 2/25/22  Fidelity National Financial, Inc. 10-K       12/31/21  166:32M
 3/01/21  Fidelity National Financial, Inc. 10-K       12/31/20  171:28M
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Filing Submission 0001331875-19-000053   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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