8-KLeadership ChangesExhibits & Filings

Fidelity National Information Services, Inc. 8-K Report, Executive Changes (Nov 5, 2009)

Filed November 5, 2009For Securities:FIS

Summary

Fidelity National Information Services, Inc. (FIS) filed an 8-K on November 5, 2009, to report on an amended and restated employment agreement with Corporate Executive Vice President Frank R. Sanchez. This new agreement, effective October 30, 2009, supersedes his prior agreement and aims to recognize his contributions, protect FIS's business interests with new restrictive covenants, and ensure his continued service. The primary changes from the prior agreement include the elimination of a tax gross-up payment on excess parachute payments and the addition of a provision allowing Mr. Sanchez to convert company-provided life insurance into an individual policy with a 36-month premium payout upon certain terminations. The agreement establishes an initial three-year term with automatic one-year extensions, a base salary of $615,000, and a significant bonus potential (target 150%, maximum 300% of base salary), along with standard benefits and equity incentive plan participation.

Key Highlights

  • 1FIS entered into an amended and restated employment agreement with EVP Frank R. Sanchez, effective October 30, 2009.
  • 2The new agreement replaces Mr. Sanchez's prior employment agreement and includes new restrictive covenants.
  • 3Key changes include the removal of a tax gross-up on excess parachute payments and new life insurance conversion rights for Mr. Sanchez upon certain terminations.
  • 4Mr. Sanchez will serve as Corporate Executive Vice President - Strategic Solutions, reporting to the CEO.
  • 5The agreement has an initial three-year term, automatically extending annually unless notice is given.
  • 6Annual base salary is set at $615,000, with a target bonus opportunity of at least 150% and a maximum of 300% of base salary.
  • 7Significant severance benefits are provided in case of termination by FIS without 'Cause' or by Mr. Sanchez for 'Good Reason', including a lump sum payment of 300% of salary plus highest bonus/target bonus, accelerated equity vesting, and extended COBRA coverage.

Frequently Asked Questions

The main changes include the elimination of the right to a tax gross-up payment on excess parachute payments and the addition of a provision that allows Mr. Sanchez to convert company-provided life insurance into an individual policy with a lump sum cash payment equal to thirty-six months of premiums upon certain employment terminations.

Mr. Sanchez will receive an annual base salary of $615,000. He is also eligible for an annual bonus with a target opportunity of not less than 150% and a maximum opportunity of up to 300% of his annual base salary. He will also be eligible for standard employee benefits and FIS's equity incentive plans.

If FIS terminates Mr. Sanchez's employment without 'Cause' or if he resigns for 'Good Reason', he is entitled to accrued obligations, a prorated bonus, a lump-sum payment equal to 300% of his base salary plus his highest bonus (or target bonus if higher), accelerated vesting of equity awards, up to three years of COBRA coverage, and a lump sum for 36 months of COBRA premiums, plus life insurance conversion rights.

The agreement includes Mr. Sanchez being prohibited from competing with FIS for one year after termination (unless terminated by FIS without Cause or by Mr. Sanchez for Good Reason) and a perpetual prohibition on sharing confidential information and trade secrets.