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Fidelity National Financial, Inc. – ‘10-K’ for 12/31/18 – ‘EX-10.41’

On: Tuesday, 2/19/19, at 4:24pm ET · For: 12/31/18 · Accession #: 1331875-19-10 · File #: 1-32630

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

 2/19/19  Fidelity National Financial, Inc. 10-K       12/31/18  131:18M

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.56M 
 2: EX-10.3     Material Contract                                   HTML     69K 
 3: EX-10.41    Material Contract                                   HTML     65K 
 4: EX-21.1     Subsidiaries List                                   HTML     36K 
 5: EX-23.1     Consent of Experts or Counsel                       HTML     38K 
 6: EX-23.2     Consent of Experts or Counsel                       HTML     37K 
 7: EX-31.1     Certification -- §302 - SOA'02                      HTML     44K 
 8: EX-31.2     Certification -- §302 - SOA'02                      HTML     44K 
 9: EX-32.1     Certification -- §906 - SOA'02                      HTML     38K 
10: EX-32.2     Certification -- §906 - SOA'02                      HTML     38K 
17: R1          Document and Entity Information                     HTML     71K 
18: R2          Consolidated Balance Sheets                         HTML    146K 
19: R3          Consolidated Balance Sheets (Parenthetical)         HTML     69K 
20: R4          Consolidated Statements of Earnings                 HTML    173K 
21: R5          Consolidated Statements of Comprehensive Earnings   HTML     79K 
22: R6          Consolidated Statements of Comprehensive Earnings   HTML     50K 
                Consolidated Statements of Comprehensive Earnings                
                (Parenthetical)                                                  
23: R7          Consolidated Statements of Equity                   HTML    179K 
24: R8          Consolidated Statements of Cash Flows               HTML    174K 
25: R9          Business and Summary of Significant Accounting      HTML    137K 
                Policies                                                         
26: R10         Acquisitions                                        HTML     89K 
27: R11         Fair Value Measurements                             HTML    138K 
28: R12         Investments                                         HTML    299K 
29: R13         Goodwill                                            HTML     60K 
30: R14         Property and Equipment                              HTML     54K 
31: R15         Discontinued Operations                             HTML    119K 
32: R16         Other Intangible Assets                             HTML     53K 
33: R17         Accounts Payable and Other Accrued Liabilities      HTML     53K 
34: R18         Notes Payable                                       HTML     69K 
35: R19         Income Taxes                                        HTML    136K 
36: R20         Summary of Reserve for Claim Losses                 HTML     68K 
37: R21         Commitments and Contingencies                       HTML     56K 
38: R22         Regulation and Equity                               HTML     52K 
39: R23         Employee Benefit Plans                              HTML    166K 
40: R24         Supplementary Cash Flow Information                 HTML     73K 
41: R25         Financial Instruments with Off-Balance Sheet Risk   HTML     49K 
                and Concentration of Risk                                        
42: R26         Segment Information                                 HTML    141K 
43: R27         Recent Accounting Pronouncements                    HTML     56K 
44: R28         Revenue Recognition                                 HTML     90K 
45: R29         Schedule II Fidelity National Financial, Inc.       HTML    240K 
                (Parent Company)                                                 
46: R30         Business and Summary of Significant Accounting      HTML    169K 
                Policies (Policies)                                              
47: R31         Summary of Significant Accounting Policies (Table)  HTML     73K 
48: R32         Acquisitions (Tables)                               HTML     90K 
49: R33         Fair Value Measurements (Tables)                    HTML    125K 
50: R34         Investments (Tables)                                HTML    298K 
51: R35         Goodwill (Tables)                                   HTML     60K 
52: R36         Property and Equipment (Tables)                     HTML     53K 
53: R37         Discontinued Operations (Tables)                    HTML    113K 
54: R38         Other Intangible Assets (Tables)                    HTML     50K 
55: R39         Accounts Payable and Other Accrued Liabilities      HTML     53K 
                (Tables)                                                         
56: R40         Notes Payable (Tables)                              HTML     63K 
57: R41         Income Taxes (Tables)                               HTML    136K 
58: R42         Summary of Reserve for Claim Losses (Tables)        HTML     66K 
59: R43         Commitments and Contingencies (Tables)              HTML     43K 
60: R44         Employee Benefit Plans (Tables)                     HTML    148K 
61: R45         Supplementary Cash Flow Information (Tables)        HTML     72K 
62: R46         Financial Instruments with Off-Balance Sheet Risk   HTML     49K 
                and Concentration of Risk (Tables)                               
63: R47         Segment Information (Tables)                        HTML    140K 
64: R48         Revenue Recognition (Tables)                        HTML     83K 
65: R49         Business and Summary of Significant Accounting      HTML    106K 
                Policies - Recent Developments (Details)                         
66: R50         Business and Summary of Significant Accounting      HTML     49K 
                Policies - Trade and Notes Receivable (Details)                  
67: R51         Business and Summary of Significant Accounting      HTML     38K 
                Policies - Goodwill (Details)                                    
68: R52         Business and Summary of Significant Accounting      HTML     64K 
                Policies - Other Intangible Assets (Details)                     
69: R53         Business and Summary of Significant Accounting      HTML     44K 
                Policies - Property and Equipment (Details)                      
70: R54         Business and Summary of Significant Accounting      HTML     37K 
                Policies - Secured Trust Deposits (Details)                      
71: R55         Business and Summary of Significant Accounting      HTML     52K 
                Policies - Discontinued Operations (Details)                     
72: R56         Business and Summary of Significant Accounting      HTML     93K 
                Policies - Schedule of Changes in Other                          
                Comprehensive Earnings (Details)                                 
73: R57         Business and Summary of Significant Accounting      HTML     54K 
                Policies - Redeemable Non-controlling Interest                   
                (Details)                                                        
74: R58         Business and Summary of Significant Accounting      HTML     38K 
                Policies - Earnings Per Share (Details)                          
75: R59         Acquisitions - Narrative (Details)                  HTML     61K 
76: R60         Acquisitions - Purchase Price (Details)             HTML     57K 
77: R61         Acquisitions - Purchase Price Allocation (Details)  HTML     79K 
78: R62         Acquisitions - Asset Carrying Value and Useful      HTML     72K 
                lives (Details)                                                  
79: R63         Fair Value Measurements - Fair Value Hierarchy for  HTML    104K 
                Assets Measured at Fair Value on recurring Basis                 
                (Details)                                                        
80: R64         Fair Value Measurements - Summary of Changes in     HTML     80K 
                Fair Value of Level 3 Assets Measured on a                       
                Recurring Basis (Details)                                        
81: R65         Investments - Carrying Amount and Fair Values of    HTML     86K 
                Available for Sale Securities (Details)                          
82: R66         Investments - Maturity of Fixed Maturity            HTML     92K 
                Securities (Details)                                             
83: R67         Investments - Securities in a Continuous            HTML     88K 
                Unrealized Loss Position (Details)                               
84: R68         Investments - Narrative (Details)                   HTML     53K 
85: R69         Investments - Realized Gains and Losses and         HTML    116K 
                Proceeds on Investments and Other Assets (Details)               
86: R70         Investments - Interest and Investment Income        HTML     51K 
                (Details)                                                        
87: R71         Goodwill (Details)                                  HTML     59K 
88: R72         Property and Equipment (Details)                    HTML     62K 
89: R73         Discontinued Operations - Summary of Operations of  HTML    123K 
                Disposal Group Included in Discontinued Operations               
                (Details)                                                        
90: R74         Discontinued Operations - FNFV (Details)            HTML     64K 
91: R75         Discontinued Operations - Reconciliation of Net     HTML     49K 
                Earnings of Discontinued Operations to Statement                 
                of Operations (Details)                                          
92: R76         Other Intangible Assets (Details)                   HTML     70K 
93: R77         Accounts Payable and Other Accrued Liabilities      HTML     62K 
                (Details)                                                        
94: R78         Notes Payable - Schedule of Long Term Debt          HTML     70K 
                (Details)                                                        
95: R79         Notes Payable - Narrative (Details)                 HTML     54K 
96: R80         Notes Payable - Existing Credit Agreement           HTML     83K 
                (Details)                                                        
97: R81         Notes Payable - FNF 5.50% Notes (Details)           HTML     49K 
98: R82         Notes Payable - 4.25% Notes (Details)               HTML     44K 
99: R83         Notes Payable - Maturities of Long Term Debt        HTML     56K 
                (Details)                                                        
100: R84         Income Taxes - Tax Expense on Continuing            HTML     45K  
                Operations (Details)                                             
101: R85         Income Taxes - Tax Expense (Benefit) Allocation     HTML     60K  
                (Details)                                                        
102: R86         Income Taxes - Effective Tax Rate Reconciliation    HTML     66K  
                (Details)                                                        
103: R87         Income Taxes - Components Deferred Tax Asset and    HTML     97K  
                Liabilities (Details)                                            
104: R88         Income Taxes - Additional Information (Details)     HTML     69K  
105: R89         Summary of Reserve for Claim Losses (Details)       HTML     65K  
106: R90         Commitments and Contingencies - Narrative           HTML     53K  
                (Details)                                                        
107: R91         Commitments and Contingencies - Future Minimum      HTML     55K  
                Operating Lease Payments (Details)                               
108: R92         Regulation and Equity - Regulation (Details)        HTML     56K  
109: R93         Regulation and Equity - Equity (Details)            HTML     57K  
110: R94         Employee Benefit Plans - Stock Purchase Plan        HTML     47K  
                (Details)                                                        
111: R95         Employee Benefit Plans - 401(k) Profit Sharing      HTML     44K  
                Plan (Details)                                                   
112: R96         Employee Benefit Plans - Omnibus Incentive Plan     HTML     62K  
                (Details)                                                        
113: R97         Employee Benefit Plans - Stock Option Activity      HTML     73K  
                (Details)                                                        
114: R98         Employee Benefit Plans - Restricted Stock Activity  HTML     71K  
                (Details)                                                        
115: R99         Employee Benefit Plans - Options Outstanding and    HTML     97K  
                Exercisable by Exercise Price (Details)                          
116: R100        Employee Benefit Plans - Narrative (Details)        HTML     57K  
117: R101        Employee Benefit Plans - Pension Plans (Details)    HTML     49K  
118: R102        Supplementary Cash Flow Information (Details)       HTML     59K  
119: R103        Financial Instruments with Off-Balance Sheet Risk   HTML     49K  
                and Concentration of Risk (Details)                              
120: R104        Segment Information (Details)                       HTML     98K  
121: R105        Recent Accounting Pronouncements (Details)          HTML     70K  
122: R106        Revenue Recognition - Disaggregation of Revenue     HTML     77K  
                (Details)                                                        
123: R107        Revenue Recognition - Contract Balances (Details)   HTML     46K  
124: R108        Schedule II Fidelity National Financial, Inc.       HTML    154K  
                (Parent Company) - Balance Sheet (Details)                       
125: R109        Schedule II Fidelity National Financial, Inc.       HTML    124K  
                (Parent Company) - Statement of Earnings and                     
                Retained Earnings (Details)                                      
126: R110        Schedule II Fidelity National Financial, Inc.       HTML    143K  
                (Parent Company) - Statement of Cash Flows                       
                (Details)                                                        
127: R111        Schedule II Fidelity National Financial, Inc.       HTML     91K  
                (Parent Company) - Notes to Financial Statements                 
                (Details)                                                        
128: R9999       Uncategorized Items - fnf-20181231.xml              HTML     43K  
130: XML         IDEA XML File -- Filing Summary                      XML    234K  
129: EXCEL       IDEA Workbook of Financial Reports                  XLSX    162K  
11: EX-101.INS  XBRL Instance -- fnf-20181231                        XML   5.25M 
13: EX-101.CAL  XBRL Calculations -- fnf-20181231_cal                XML    509K 
14: EX-101.DEF  XBRL Definitions -- fnf-20181231_def                 XML   1.66M 
15: EX-101.LAB  XBRL Labels -- fnf-20181231_lab                      XML   3.14M 
16: EX-101.PRE  XBRL Presentations -- fnf-20181231_pre               XML   2.14M 
12: EX-101.SCH  XBRL Schema -- fnf-20181231                          XSD    304K 
131: ZIP         XBRL Zipped Folder -- 0001331875-19-000010-xbrl      Zip    492K

‘EX-10.41’ — Material Contract

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

<! C: C:

Exhibit

Exhibit 10.41

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 of Common Stock (the “Restricted 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 of Restricted Stock Granted:
Effective Date of Grant:	October 26, 2018
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.

Fidelity National Financial, Inc.

Amended and Restated 2005 Omnibus Incentive Plan

Restricted Stock Award Agreement


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.


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.


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.


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.


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.


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 8.5% 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, 2018 (the “Performance Restriction”). The five calendar quarters starting October 1, 2018 and ending December 31, 2019 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 (1^st) anniversary of the Effective Date of Grant	33.33%
Second (2^nd) anniversary of the Effective Date of Grant	33.33%
Third (3^rd) 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

	12/31/19	10-K, 11-K, 13F-HR, 4
Filed on:	2/19/19
For Period end:	12/31/18	11-K, 13F-HR, 4
	10/26/18	10-Q, 4
	10/1/18
		List all Filings

3 Subsequent Filings that Reference this Filing

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

 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 0001331875-19-000010 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)