|
☑
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the fiscal year ended:
|
December 31, 2019
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☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
|
Wisconsin
|
|
39-1506125
|
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(I. R. S. Employer
Identification No.) |
255 Fiserv Drive
|
Brookfield,
|
WI
|
53045
|
(Address of Principal Executive Offices and zip code)
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Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
|
FISV
|
|
The NASDAQ Stock Market LLC
|
0.375% Senior Notes due 2023
|
|
FISV23
|
|
The NASDAQ Stock Market LLC
|
1.125% Senior Notes due 2027
|
|
FISV27
|
|
The NASDAQ Stock Market LLC
|
1.625% Senior Notes due 2030
|
|
FISV30
|
|
The NASDAQ Stock Market LLC
|
2.250% Senior Notes due 2025
|
|
FISV25
|
|
The NASDAQ Stock Market LLC
|
3.000% Senior Notes due 2031
|
|
FISV31
|
|
The NASDAQ Stock Market LLC
|
Large accelerated filer
|
☑
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
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Smaller reporting company
|
☐
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|
|
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Emerging growth company
|
☐
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 16.
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2019
|
|
2018
|
|
2017
|
||||||
Total revenue
|
|
$
|
10,187
|
|
|
$
|
5,823
|
|
|
$
|
5,696
|
|
Domestic
|
|
88
|
%
|
|
94
|
%
|
|
95
|
%
|
|||
International
|
|
12
|
%
|
|
6
|
%
|
|
5
|
%
|
•
|
Retail POS - Physical businesses or storefront locations, such as retailers, supermarkets, restaurants and petroleum stations with brick and mortar facilities
|
•
|
Online POS (e-commerce) - Online businesses or website locations, such as retailers, digital content providers, and mobile application developers with Internet-based storefronts that can be accessed through a personal computer or a mobile device
|
•
|
Mobile POS - Physical businesses with remote or wireless storefront locations, such as retailers and service providers that use mobile devices to accept electronic payments
|
•
|
Operational Effectiveness and Integration of First Data. We believe we can improve the quality of our client delivery while reducing our costs by using the opportunities created by our size and scale and by effectively integrating the operations of First Data. By streamlining our overall cost structure, including the rationalization of duplicate costs, we expect to meet or exceed planned cost synergies and improve the quality of products and services that we provide to our clients.
|
•
|
Portfolio Management. We expect to acquire businesses when we identify: a compelling strategic need, such as a product, service or technology that helps meet client demand; an opportunity to change industry dynamics; a way to achieve business scale; or similar considerations. We expect to divest businesses that are not in line with our market, product or financial strategies.
|
•
|
Client Relationship Value. We plan to increase the number and breadth of our client relationships by, among other actions: continuing to integrate our products and services; introducing new products and services that are aligned with market needs; combining products and services to deliver enhanced, integrated value propositions; and improving the quality of our client service and support.
|
•
|
Capital Discipline. We intend to make capital allocation decisions that offer the best prospects for our long-term growth and profitability, which may include, among other matters, internal investment, repayment of debt, repurchases of our own shares or acquisitions.
|
•
|
Innovation. We seek to be an innovation leader, utilizing our assets and capabilities to be at the forefront of our industry and enable our clients to deliver best-in-class results.
|
•
|
managing geographically separated organizations, systems and facilities;
|
•
|
integrating personnel with diverse business backgrounds and organizational cultures;
|
•
|
complying with non-U.S. regulatory requirements;
|
•
|
fluctuations in currency exchange rates;
|
•
|
enforcement of intellectual property rights in some non-U.S. countries;
|
•
|
difficulty entering new non-U.S. markets due to, among other things, consumer acceptance and business knowledge of these new markets; and
|
•
|
general economic and political conditions.
|
•
|
declining economies, foreign currency fluctuations, social unrest, natural disasters, public health crises, including the occurrence of a contagious disease or illness, and the pace of economic recovery can change consumer spending behaviors, such as cross-border travel patterns, on which a significant portion of our revenues are dependent;
|
•
|
low levels of consumer and business confidence typically associated with recessionary environments and those markets experiencing relatively high inflation and/or unemployment, may cause decreased spending by cardholders;
|
•
|
budgetary concerns in the United States and other countries around the world could affect the United States and other specific sovereign credit ratings, impact consumer confidence and spending, and increase the risks of operating in those countries;
|
•
|
emerging market economies tend to be more volatile than the more established markets we serve in the United States and Europe, and adverse economic trends, including high rates of inflation, may be more pronounced in such emerging markets;
|
•
|
financial institutions may restrict credit lines to cardholders or limit the issuance of new cards to mitigate cardholder defaults;
|
•
|
uncertainty and volatility in the performance of our clients’ businesses may make estimates of our revenues, rebates, incentives, and realization of prepaid assets less predictable;
|
•
|
our clients may decrease spending for value-added services; and
|
•
|
government intervention, including the effect of laws, regulations, and/or government investments in our clients, may have potential negative effects on our business and our relationships with our clients or otherwise alter their strategic direction away from our products.
|
•
|
the inability to successfully combine the business of First Data in a manner that permits us to achieve, on a timely basis, or at all, the enhanced revenue opportunities and cost savings and other benefits anticipated to result from the acquisition;
|
•
|
complexities associated with managing the combined businesses, including difficulty addressing possible differences in corporate cultures and management philosophies and the challenge of integrating complex systems, technology, networks and other assets of each of the companies in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies; and
|
•
|
potential unknown liabilities and unforeseen increased expenses or delays associated with the acquisition.
|
Name
|
Age
|
Title
|
Jeffery W. Yabuki
|
59
|
Chairman, Chief Executive Officer and Director
|
Frank J. Bisignano
|
60
|
President, Chief Operating Officer and Director
|
Guy Chiarello
|
60
|
Chief Administrative Officer
|
Christopher M. Foskett
|
62
|
Executive Vice President, Global Sales
|
Robert W. Hau
|
54
|
Chief Financial Officer and Treasurer
|
Lynn S. McCreary
|
60
|
Chief Legal Officer and Secretary
|
Devin B. McGranahan
|
50
|
Executive Vice President, Senior Group President
|
Byron C. Vielehr
|
56
|
Executive Vice President, Senior Group President
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
Period
|
|
Total Number of
Shares Purchased
|
|
Average Price
Paid per Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (1)
|
|
Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans or
Programs (1)
|
|||||
October 1-31, 2019
|
|
985,000
|
|
|
$
|
104.00
|
|
|
985,000
|
|
|
22,994,000
|
|
November 1-30, 2019
|
|
630,000
|
|
|
111.08
|
|
|
630,000
|
|
|
22,364,000
|
|
|
December 1-31, 2019
|
|
567,000
|
|
|
115.39
|
|
|
567,000
|
|
|
21,797,000
|
|
|
Total
|
|
2,182,000
|
|
|
|
|
2,182,000
|
|
|
|
(1)
|
On August 8, 2018, our board of directors authorized the purchase of up to 30.0 million shares of our common stock. This authorization does not expire.
|
Period
|
|
Total Number of
Shares Purchased
|
|
Average Price
Paid per Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
|
|
Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans or
Programs
|
|||||
October 1-31, 2019
|
|
—
|
|
(1)
|
$
|
—
|
|
|
—
|
|
|
—
|
|
November 1-30, 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
December 1-31, 2019
|
|
23,368
|
|
(1)
|
115.63
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
23,368
|
|
|
|
|
—
|
|
|
|
(1)
|
Shares surrendered to us to satisfy tax withholding obligations in connection with the vesting of restricted stock awards issued to employees.
|
|
December 31,
|
||||||||||||||||||||||
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||||||
Fiserv, Inc.
|
$
|
100
|
|
|
$
|
129
|
|
|
$
|
150
|
|
|
$
|
185
|
|
|
$
|
207
|
|
|
$
|
326
|
|
S&P 500 Index
|
100
|
|
|
101
|
|
|
114
|
|
|
138
|
|
|
132
|
|
|
174
|
|
||||||
NASDAQ US Benchmark Financial Administration Index
|
100
|
|
|
111
|
|
|
125
|
|
|
168
|
|
|
180
|
|
|
250
|
|
(In millions, except per share data)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Total revenue
|
$
|
10,187
|
|
|
$
|
5,823
|
|
|
$
|
5,696
|
|
|
$
|
5,505
|
|
|
$
|
5,254
|
|
Income from continuing operations
|
$
|
914
|
|
|
$
|
1,187
|
|
|
$
|
1,232
|
|
|
$
|
930
|
|
|
$
|
712
|
|
Income from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
914
|
|
|
1,187
|
|
|
1,246
|
|
|
930
|
|
|
712
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to Fiserv, Inc.
|
$
|
893
|
|
|
$
|
1,187
|
|
|
$
|
1,246
|
|
|
$
|
930
|
|
|
$
|
712
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to Fiserv, Inc. per share - basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
1.74
|
|
|
$
|
2.93
|
|
|
$
|
2.92
|
|
|
$
|
2.11
|
|
|
$
|
1.52
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
0.03
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
1.74
|
|
|
$
|
2.93
|
|
|
$
|
2.95
|
|
|
$
|
2.11
|
|
|
$
|
1.52
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to Fiserv, Inc. per share - diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
1.71
|
|
|
$
|
2.87
|
|
|
$
|
2.86
|
|
|
$
|
2.08
|
|
|
$
|
1.49
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
0.03
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
1.71
|
|
|
$
|
2.87
|
|
|
$
|
2.89
|
|
|
$
|
2.08
|
|
|
$
|
1.49
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
77,539
|
|
|
$
|
11,262
|
|
|
$
|
10,289
|
|
|
$
|
9,743
|
|
|
$
|
9,340
|
|
Long-term debt (including short-term and current maturities)
|
21,899
|
|
|
5,959
|
|
|
4,900
|
|
|
4,562
|
|
|
4,293
|
|
|||||
Fiserv, Inc. shareholders’ equity
|
32,979
|
|
|
2,293
|
|
|
2,731
|
|
|
2,541
|
|
|
2,660
|
|
•
|
Overview. This section contains background information on our company and the services and products that we provide, acquisitions and dispositions, our enterprise priorities, and the trends affecting our industry in order to provide context for management’s discussion and analysis of our financial condition and results of operations.
|
•
|
Critical accounting policies and estimates. This section contains a discussion of the accounting policies that we believe are important to our financial condition and results of operations and that require judgment and estimates on the part of management in their application. In addition, all of our significant accounting policies, including critical accounting policies, are summarized in Note 1 to the accompanying consolidated financial statements.
|
•
|
Results of operations. This section contains an analysis of our results of operations presented in the accompanying consolidated statements of income by comparing the results for the year ended December 31, 2019 to the results
|
•
|
Liquidity and capital resources. This section provides an analysis of our cash flows and a discussion of our outstanding debt and commitments at December 31, 2019.
|
(1)
|
Percentage of revenue is calculated as the relevant revenue, expense, income or loss amount divided by total revenue, except for cost of processing and services and cost of product amounts, which are divided by the related component of revenue.
|
(In millions)
|
|
|||||||||||||||||||||||
Year ended December 31,
|
First Data
|
|
Payments
|
|
Financial
|
|
Corporate
and Other
|
|
Total
|
|||||||||||||||
Total revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2019
|
$
|
4,078
|
|
|
|
$
|
3,744
|
|
|
|
$
|
2,407
|
|
|
|
$
|
(42
|
)
|
|
|
$
|
10,187
|
|
|
2018
|
—
|
|
|
|
3,467
|
|
|
|
2,395
|
|
|
|
(39
|
)
|
|
|
5,823
|
|
|
|||||
2017
|
—
|
|
|
|
3,234
|
|
|
|
2,530
|
|
|
|
(68
|
)
|
|
|
5,696
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue growth:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2019
|
$
|
4,078
|
|
|
|
$
|
277
|
|
|
|
$
|
12
|
|
|
|
$
|
(3
|
)
|
|
|
$
|
4,364
|
|
|
2019 percentage
|
|
|
|
|
8
|
%
|
|
|
1
|
%
|
|
|
|
|
|
75
|
%
|
|
||||||
2018
|
$
|
—
|
|
|
|
$
|
233
|
|
|
|
$
|
(135
|
)
|
|
|
$
|
29
|
|
|
|
$
|
127
|
|
|
2018 percentage
|
|
|
|
|
7
|
%
|
|
|
(5
|
)%
|
|
|
|
|
|
2
|
%
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2019
|
$
|
1,031
|
|
|
|
$
|
1,252
|
|
|
|
$
|
805
|
|
|
|
$
|
(1,479
|
)
|
|
|
$
|
1,609
|
|
|
2018
|
—
|
|
|
|
1,122
|
|
|
|
798
|
|
|
|
(167
|
)
|
|
|
1,753
|
|
|
|||||
2017
|
—
|
|
|
|
1,034
|
|
|
|
849
|
|
|
|
(351
|
)
|
|
|
1,532
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income growth:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2019
|
$
|
1,031
|
|
|
|
$
|
130
|
|
|
|
$
|
7
|
|
|
|
$
|
(1,312
|
)
|
|
|
$
|
(144
|
)
|
|
2019 percentage
|
|
|
|
|
12
|
%
|
|
|
1
|
%
|
|
|
|
|
|
(8
|
)%
|
|
||||||
2018
|
$
|
—
|
|
|
|
$
|
88
|
|
|
|
$
|
(51
|
)
|
|
|
$
|
184
|
|
|
|
$
|
221
|
|
|
2018 percentage
|
|
|
|
|
9
|
%
|
|
|
(6
|
)%
|
|
|
|
|
|
14
|
%
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2019
|
25.3
|
%
|
|
|
33.4
|
%
|
|
|
33.5
|
%
|
|
|
|
|
|
15.8
|
%
|
|
||||||
2018
|
—
|
%
|
|
|
32.3
|
%
|
|
|
33.3
|
%
|
|
|
|
|
|
30.1
|
%
|
|
||||||
2017
|
—
|
%
|
|
|
32.0
|
%
|
|
|
33.5
|
%
|
|
|
|
|
|
26.9
|
%
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating margin growth: (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2019
|
|
|
|
|
110
|
|
bps
|
|
20
|
|
bps
|
|
|
|
|
(1,430
|
)
|
bps
|
||||||
2018
|
|
|
|
|
30
|
|
bps
|
|
(20
|
)
|
bps
|
|
|
|
|
320
|
|
bps
|
(1)
|
Represents the basis point growth or decline in operating margin.
|
|
Year Ended
December 31,
|
|
Increase (Decrease)
|
|||||||||||
(In millions)
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
Net income
|
$
|
914
|
|
|
$
|
1,187
|
|
|
$
|
(273
|
)
|
|
|
|
Depreciation and amortization
|
1,778
|
|
|
556
|
|
|
1,222
|
|
|
|
||||
Net foreign currency gain on financing activities
|
(50
|
)
|
|
—
|
|
|
(50
|
)
|
|
|
||||
Share-based compensation
|
229
|
|
|
73
|
|
|
156
|
|
|
|
||||
Deferred income taxes
|
47
|
|
|
133
|
|
|
(86
|
)
|
|
|
||||
Gain on sale of businesses
|
(15
|
)
|
|
(227
|
)
|
|
212
|
|
|
|
||||
Income from investments in unconsolidated affiliates
|
(29
|
)
|
|
(10
|
)
|
|
(19
|
)
|
|
|
||||
Distributions from unconsolidated affiliates
|
23
|
|
|
2
|
|
|
21
|
|
|
|
||||
Settlement of interest rate hedge contracts
|
(183
|
)
|
|
—
|
|
|
(183
|
)
|
|
|
||||
Non-cash impairment charges
|
48
|
|
|
3
|
|
|
45
|
|
|
|
||||
Net changes in working capital and other
|
33
|
|
|
(165
|
)
|
|
198
|
|
|
|
||||
Operating cash flow
|
$
|
2,795
|
|
|
$
|
1,552
|
|
|
$
|
1,243
|
|
|
80
|
%
|
Capital expenditures
|
$
|
721
|
|
|
$
|
360
|
|
|
$
|
361
|
|
|
100
|
%
|
(In millions)
|
|
2019
|
|
2018
|
||||
Short-term and current maturities of long-term debt:
|
|
|
|
|
||||
Lines of credit
|
|
$
|
150
|
|
|
$
|
—
|
|
Finance lease and other financing obligations
|
|
137
|
|
|
4
|
|
||
Total short-term and current maturities of long-term debt
|
|
$
|
287
|
|
|
$
|
4
|
|
|
|
|
|
|
||||
Long-term debt:
|
|
|
|
|
||||
2.7% senior notes due 2020
|
|
$
|
850
|
|
|
$
|
850
|
|
4.75% senior notes due 2021
|
|
400
|
|
|
400
|
|
||
3.5% senior notes due 2022
|
|
700
|
|
|
700
|
|
||
3.8% senior notes due 2023
|
|
1,000
|
|
|
1,000
|
|
||
0.375% senior notes due 2023
|
|
559
|
|
|
—
|
|
||
2.75% senior notes due 2024
|
|
2,000
|
|
|
—
|
|
||
3.85% senior notes due 2025
|
|
900
|
|
|
900
|
|
||
2.25% senior notes due 2025
|
|
687
|
|
|
—
|
|
||
3.2% senior notes due 2026
|
|
2,000
|
|
|
—
|
|
||
1.125% senior notes due 2027
|
|
559
|
|
|
—
|
|
||
4.2% senior notes due 2028
|
|
1,000
|
|
|
1,000
|
|
||
3.5% senior notes due 2029
|
|
3,000
|
|
|
—
|
|
||
1.625% senior notes due 2030
|
|
559
|
|
|
—
|
|
||
3.0% senior notes due 2031
|
|
687
|
|
|
—
|
|
||
4.4% senior notes due 2049
|
|
2,000
|
|
|
—
|
|
||
Receivable securitized loan
|
|
500
|
|
|
—
|
|
||
Term loan facility
|
|
3,950
|
|
|
—
|
|
||
Unamortized discount and deferred financing costs
|
|
(160
|
)
|
|
(29
|
)
|
||
Revolving credit facility
|
|
174
|
|
|
1,129
|
|
||
Finance lease and other financing obligations
|
|
247
|
|
|
5
|
|
||
Total long-term debt
|
|
$
|
21,612
|
|
|
$
|
5,955
|
|
|
2019
|
|
2018
|
||||||||||||||||||||
(In millions)
|
Domestic
|
|
International
|
|
Total
|
|
Domestic
|
|
International
|
|
Total
|
||||||||||||
Available
|
$
|
383
|
|
|
$
|
208
|
|
|
$
|
591
|
|
|
$
|
356
|
|
|
$
|
59
|
|
|
$
|
415
|
|
Unavailable
|
130
|
|
(1)
|
172
|
|
(2)
|
302
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
513
|
|
|
$
|
380
|
|
|
$
|
893
|
|
|
$
|
356
|
|
|
$
|
59
|
|
|
$
|
415
|
|
(1)
|
Represents cash held by certain domestic entities that is not available to fund operations outside of these entities unless the Board of Directors for said entities declares a dividend. In addition, one of these entities is subject to regulatory capital requirements that must be satisfied before a dividend may be declared.
|
(2)
|
Distributions of these funds are subject to certain of our joint ventures’ Board of Directors authorization.
|
(In millions)
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Long-term debt including interest (1) (2)
|
|
$
|
27,989
|
|
|
$
|
915
|
|
|
$
|
4,249
|
|
|
$
|
8,329
|
|
|
$
|
14,496
|
|
Minimum finance lease payments (1) (3)
|
|
238
|
|
|
83
|
|
|
137
|
|
|
13
|
|
|
5
|
|
|||||
Minimum operating lease payments (1) (3)
|
|
817
|
|
|
153
|
|
|
262
|
|
|
190
|
|
|
212
|
|
|||||
Purchase obligations (1)
|
|
1,365
|
|
|
542
|
|
|
430
|
|
|
243
|
|
|
150
|
|
|||||
Income tax obligations
|
|
145
|
|
|
32
|
|
|
68
|
|
|
32
|
|
|
13
|
|
|||||
Total
|
|
$
|
30,554
|
|
|
$
|
1,725
|
|
|
$
|
5,146
|
|
|
$
|
8,807
|
|
|
$
|
14,876
|
|
(1)
|
Interest, finance lease, operating lease and purchase obligations are reported on a pre-tax basis.
|
(2)
|
The calculations assume that only mandatory debt repayments are made, no additional refinancing or lending occurs, except for our 2.7% senior notes due in June 2020 as we have the intent to refinance this debt on a long-term basis and the ability to do so under our revolving credit facility maturing in September 2023, and the variable rate on the revolving credit facility and term loans are priced at the rate in effect at December 31, 2019.
|
(3)
|
Excludes $302 million of legally binding minimum lease payments for finance leases and $4 million of legally binding minimum lease payments for operating leases that have been signed but not yet commenced.
|
(In millions)
|
|
|
2019
|
||
Euro
|
|
|
$
|
7
|
|
British Pound
|
|
|
4
|
|
|
Indian Rupee
|
|
|
3
|
|
|
Argentine Peso
|
|
|
2
|
|
|
Other
|
|
|
9
|
|
|
Total increase or decrease
|
|
|
$
|
25
|
|
|
Page
|
In millions, except per share data
|
|
|
|
|
|
|
||||||
Year ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Processing and services (1)
|
|
$
|
8,573
|
|
|
$
|
4,975
|
|
|
$
|
4,833
|
|
Product
|
|
1,614
|
|
|
848
|
|
|
863
|
|
|||
Total revenue
|
|
10,187
|
|
|
5,823
|
|
|
5,696
|
|
|||
Expenses:
|
|
|
|
|
|
|
||||||
Cost of processing and services
|
|
4,016
|
|
|
2,324
|
|
|
2,291
|
|
|||
Cost of product
|
|
1,293
|
|
|
745
|
|
|
733
|
|
|||
Selling, general and administrative
|
|
3,284
|
|
|
1,228
|
|
|
1,150
|
|
|||
Gain on sale of businesses
|
|
(15
|
)
|
|
(227
|
)
|
|
(10
|
)
|
|||
Total expenses
|
|
8,578
|
|
|
4,070
|
|
|
4,164
|
|
|||
Operating income
|
|
1,609
|
|
|
1,753
|
|
|
1,532
|
|
|||
Interest expense, net
|
|
(473
|
)
|
|
(189
|
)
|
|
(175
|
)
|
|||
Debt financing activities
|
|
(47
|
)
|
|
(14
|
)
|
|
—
|
|
|||
Other (expense) income
|
|
(6
|
)
|
|
5
|
|
|
1
|
|
|||
Income from continuing operations before income taxes and income from investments in unconsolidated affiliates
|
|
1,083
|
|
|
1,555
|
|
|
1,358
|
|
|||
Income tax provision
|
|
(198
|
)
|
|
(378
|
)
|
|
(158
|
)
|
|||
Income from investments in unconsolidated affiliates
|
|
29
|
|
|
10
|
|
|
32
|
|
|||
Income from continuing operations
|
|
914
|
|
|
1,187
|
|
|
1,232
|
|
|||
Income from discontinued operations, net of income taxes
|
|
—
|
|
|
—
|
|
|
14
|
|
|||
Net income
|
|
914
|
|
|
1,187
|
|
|
1,246
|
|
|||
Less: Net income attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
21
|
|
|
—
|
|
|
—
|
|
|||
Net income attributable to Fiserv, Inc.
|
|
$
|
893
|
|
|
$
|
1,187
|
|
|
$
|
1,246
|
|
|
|
|
|
|
|
|
||||||
Net income attributable to Fiserv, Inc. per share - basic:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
1.74
|
|
|
$
|
2.93
|
|
|
$
|
2.92
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
0.03
|
|
|||
Total
|
|
$
|
1.74
|
|
|
$
|
2.93
|
|
|
$
|
2.95
|
|
Net income attributable to Fiserv, Inc. per share - diluted:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
1.71
|
|
|
$
|
2.87
|
|
|
$
|
2.86
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
0.03
|
|
|||
Total
|
|
$
|
1.71
|
|
|
$
|
2.87
|
|
|
$
|
2.89
|
|
|
|
|
|
|
|
|
||||||
Shares used in computing net income attributable to Fiserv, Inc. per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
512.3
|
|
|
405.5
|
|
|
422.3
|
|
|||
Diluted
|
|
522.6
|
|
|
413.7
|
|
|
431.3
|
|
(1)
|
Includes processing and other fees charged to related party investments accounted for under the equity method of $112 million, $28 million and $0 million for the years ended December 31, 2019, 2018 and 2017, respectively (see Notes 9 and 20).
|
In millions
|
|
|
|
|
|
|
||||||
Year ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
914
|
|
|
$
|
1,187
|
|
|
$
|
1,246
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
||||||
Fair market value adjustment on cash flow hedges, net of income tax (benefit) provision of ($46 million), ($2 million) and $2 million
|
|
(134
|
)
|
|
(5
|
)
|
|
4
|
|
|||
Reclassification adjustment for net realized gains on cash flow hedges included in cost of processing and services, net of income tax benefit of $0 and $0
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Reclassification adjustment for net realized losses on cash flow hedges included in net interest expense, net of income tax provision of $3 million, $2 million and $4 million
|
|
10
|
|
|
4
|
|
|
6
|
|
|||
Unrealized loss on defined benefit pension plans, net of income tax benefit of $1 million
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation
|
|
8
|
|
|
(11
|
)
|
|
12
|
|
|||
Total other comprehensive (loss) income
|
|
(121
|
)
|
|
(13
|
)
|
|
22
|
|
|||
Comprehensive income
|
|
$
|
793
|
|
|
$
|
1,174
|
|
|
$
|
1,268
|
|
Less: Net income attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
21
|
|
|
—
|
|
|
—
|
|
|||
Less: Other comprehensive loss attributable to noncontrolling interests
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|||
Comprehensive income attributable to Fiserv, Inc.
|
|
$
|
780
|
|
|
$
|
1,174
|
|
|
$
|
1,268
|
|
In millions
|
|
|
|
|
||||
December 31,
|
|
2019
|
|
2018
|
||||
|
|
|
|
|
||||
Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
893
|
|
|
$
|
415
|
|
Trade accounts receivable, less allowance for doubtful accounts
|
|
2,782
|
|
|
1,049
|
|
||
Prepaid expenses and other current assets
|
|
1,503
|
|
|
274
|
|
||
Settlement assets
|
|
11,868
|
|
|
486
|
|
||
Total current assets
|
|
17,046
|
|
|
2,224
|
|
||
Property and equipment, net
|
|
1,606
|
|
|
398
|
|
||
Customer relationships, net
|
|
14,042
|
|
|
1,348
|
|
||
Other intangible assets, net
|
|
3,600
|
|
|
795
|
|
||
Goodwill
|
|
36,038
|
|
|
5,702
|
|
||
Contract costs, net
|
|
533
|
|
|
419
|
|
||
Investments in unconsolidated affiliates
|
|
2,720
|
|
|
65
|
|
||
Other long-term assets
|
|
1,954
|
|
|
311
|
|
||
Total assets
|
|
$
|
77,539
|
|
|
$
|
11,262
|
|
Liabilities and Equity
|
|
|
|
|
||||
Accounts payable and accrued expenses
|
|
$
|
3,080
|
|
|
$
|
1,146
|
|
Short-term and current maturities of long-term debt
|
|
287
|
|
|
4
|
|
||
Contract liabilities
|
|
492
|
|
|
380
|
|
||
Settlement obligations
|
|
11,868
|
|
|
480
|
|
||
Total current liabilities
|
|
15,727
|
|
|
2,010
|
|
||
Long-term debt
|
|
21,612
|
|
|
5,955
|
|
||
Deferred income taxes
|
|
4,247
|
|
|
745
|
|
||
Long-term contract liabilities
|
|
155
|
|
|
89
|
|
||
Other long-term liabilities
|
|
941
|
|
|
170
|
|
||
Total liabilities
|
|
42,682
|
|
|
8,969
|
|
||
Commitments and Contingencies (see Note 19)
|
|
|
|
|
||||
Redeemable Noncontrolling Interests
|
|
262
|
|
|
—
|
|
||
Fiserv, Inc. Shareholders’ Equity:
|
|
|
|
|
||||
Preferred stock, no par value: 25.0 million shares authorized; none issued
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value: 1,800.0 million shares authorized; 791.4 million shares issued
|
|
8
|
|
|
8
|
|
||
Additional paid-in capital
|
|
23,741
|
|
|
1,057
|
|
||
Accumulated other comprehensive loss
|
|
(180
|
)
|
|
(67
|
)
|
||
Retained earnings
|
|
12,528
|
|
|
11,635
|
|
||
Treasury stock, at cost, 111.5 million and 398.9 million shares
|
|
(3,118
|
)
|
|
(10,340
|
)
|
||
Total Fiserv, Inc. shareholders’ equity
|
|
32,979
|
|
|
2,293
|
|
||
Noncontrolling interests
|
|
1,616
|
|
|
—
|
|
||
Total equity
|
|
34,595
|
|
|
2,293
|
|
||
Total liabilities and equity
|
|
$
|
77,539
|
|
|
$
|
11,262
|
|
|
Fiserv, Inc. Shareholders’ Equity
|
|
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Number of Shares
|
|
Amount
|
|||||||||||||||||||||||
In millions
|
Common Shares
|
Treasury Shares
|
|
Common Stock
|
Additional
Paid-In
Capital
|
Accumulated
Other
Comprehensive
Loss
|
Retained
Earnings
|
Treasury Stock
|
Noncontrolling Interests
|
Total Equity
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at January 1, 2017
|
791
|
|
360
|
|
|
$
|
8
|
|
$
|
1,016
|
|
$
|
(76
|
)
|
$
|
8,994
|
|
$
|
(7,401
|
)
|
$
|
—
|
|
$
|
2,541
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
1,246
|
|
|
|
|
|
1,246
|
|
|||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
22
|
|
|
|
|
|
|
|
22
|
|
|||||||
Share-based compensation
|
|
|
|
|
|
|
|
63
|
|
|
|
|
|
|
|
|
|
63
|
|
|||||||
Shares issued under stock plans
|
|
|
(4
|
)
|
|
|
|
(48
|
)
|
|
|
|
|
78
|
|
|
|
30
|
|
|||||||
Purchases of treasury stock
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
(1,171
|
)
|
|
|
(1,171
|
)
|
|||||||
Balance at December 31, 2017
|
791
|
|
376
|
|
|
8
|
|
1,031
|
|
(54
|
)
|
10,240
|
|
(8,494
|
)
|
—
|
|
2,731
|
|
|||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
1,187
|
|
|
|
|
|
1,187
|
|
|||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
(13
|
)
|
|
|
|
|
|
|
(13
|
)
|
|||||||
Share-based compensation
|
|
|
|
|
|
|
|
73
|
|
|
|
|
|
|
|
|
|
73
|
|
|||||||
Shares issued under stock plans
|
|
|
(3
|
)
|
|
|
|
(47
|
)
|
|
|
|
|
69
|
|
|
|
22
|
|
|||||||
Purchases of treasury stock
|
|
|
26
|
|
|
|
|
|
|
|
|
|
|
(1,915
|
)
|
|
|
(1,915
|
)
|
|||||||
Cumulative-effect adjustment of ASU 2014-09 adoption
|
|
|
|
|
|
|
|
|
|
|
|
208
|
|
|
|
|
208
|
|
||||||||
Cumulative-effect adjustment of ASU 2017-12 adoption
|
|
|
|
|
|
|
|
|
|
3
|
|
(3
|
)
|
|
|
|
—
|
|
||||||||
Cumulative-effect adjustment of ASU 2018-02 adoption
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
3
|
|
|
|
|
—
|
|
||||||||
Balance at December 31, 2018
|
791
|
|
399
|
|
|
8
|
|
1,057
|
|
(67
|
)
|
11,635
|
|
(10,340
|
)
|
—
|
|
2,293
|
|
|||||||
Net income (1)
|
|
|
|
|
|
|
|
|
|
|
|
893
|
|
|
|
4
|
|
897
|
|
|||||||
Shares issued to acquire First Data (see Note 4)
|
|
|
(286
|
)
|
|
|
|
22,582
|
|
|
|
|
|
7,478
|
|
1,731
|
|
31,791
|
|
|||||||
Distributions paid to noncontrolling interests (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(111
|
)
|
(111
|
)
|
|||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
(113
|
)
|
|
|
|
|
(8
|
)
|
(121
|
)
|
|||||||
Share-based compensation
|
|
|
|
|
|
|
|
229
|
|
|
|
|
|
|
|
|
|
229
|
|
|||||||
Shares issued under stock plans
|
|
|
(5
|
)
|
|
|
|
(127
|
)
|
|
|
|
|
137
|
|
|
|
10
|
|
|||||||
Purchases of treasury stock
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
(393
|
)
|
|
|
(393
|
)
|
|||||||
Balance at December 31, 2019
|
791
|
|
112
|
|
|
$
|
8
|
|
$
|
23,741
|
|
$
|
(180
|
)
|
$
|
12,528
|
|
$
|
(3,118
|
)
|
$
|
1,616
|
|
$
|
34,595
|
|
(1)
|
The total net income presented in the consolidated statement of equity for the year ended December 31, 2019 is different than the amount presented in the consolidated statement of income due to the net income attributable to redeemable noncontrolling interests of $17 million not included in equity.
|
(2)
|
The total distributions presented in the consolidated statement of equity for the year ended December 31, 2019 excludes $7 million in distributions paid to redeemable noncontrolling interests not included in equity.
|
In millions
|
|
|
|
|
|
|
||||||
Year ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
914
|
|
|
$
|
1,187
|
|
|
$
|
1,246
|
|
Adjustment for discontinued operations
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|||
Adjustments to reconcile net income to net cash provided by operating activities from continuing operations:
|
|
|
|
|
|
|
||||||
Depreciation and other amortization
|
|
615
|
|
|
382
|
|
|
270
|
|
|||
Amortization of acquisition-related intangible assets
|
|
1,036
|
|
|
163
|
|
|
159
|
|
|||
Amortization of financing costs, debt discounts and other
|
|
127
|
|
|
11
|
|
|
15
|
|
|||
Net foreign currency gain on financing activities
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|||
Share-based compensation
|
|
229
|
|
|
73
|
|
|
63
|
|
|||
Deferred income taxes
|
|
47
|
|
|
133
|
|
|
(247
|
)
|
|||
Gain on sale of businesses
|
|
(15
|
)
|
|
(227
|
)
|
|
(10
|
)
|
|||
Income from investments in unconsolidated affiliates
|
|
(29
|
)
|
|
(10
|
)
|
|
(32
|
)
|
|||
Distributions from unconsolidated affiliates
|
|
23
|
|
|
2
|
|
|
45
|
|
|||
Settlement of interest rate hedge contracts
|
|
(183
|
)
|
|
—
|
|
|
—
|
|
|||
Non-cash impairment charges
|
|
48
|
|
|
3
|
|
|
18
|
|
|||
Other operating activities
|
|
(3
|
)
|
|
4
|
|
|
(4
|
)
|
|||
Changes in assets and liabilities, net of effects from acquisitions and dispositions:
|
|
|
|
|
|
|
||||||
Trade accounts receivable
|
|
(7
|
)
|
|
(108
|
)
|
|
(75
|
)
|
|||
Prepaid expenses and other assets
|
|
(82
|
)
|
|
(6
|
)
|
|
(37
|
)
|
|||
Contract costs
|
|
(212
|
)
|
|
(137
|
)
|
|
(29
|
)
|
|||
Accounts payable and other liabilities
|
|
238
|
|
|
116
|
|
|
54
|
|
|||
Contract liabilities
|
|
99
|
|
|
(34
|
)
|
|
61
|
|
|||
Net cash provided by operating activities from continuing operations
|
|
2,795
|
|
|
1,552
|
|
|
1,483
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Capital expenditures, including capitalization of software costs
|
|
(721
|
)
|
|
(360
|
)
|
|
(287
|
)
|
|||
Proceeds from sale of businesses
|
|
51
|
|
|
419
|
|
|
17
|
|
|||
Payments for acquisitions of businesses, net of cash acquired
|
|
(16,005
|
)
|
|
(712
|
)
|
|
(384
|
)
|
|||
Distributions from unconsolidated affiliates
|
|
113
|
|
|
—
|
|
|
—
|
|
|||
Purchases of investments
|
|
(45
|
)
|
|
(3
|
)
|
|
(10
|
)
|
|||
Other investing activities
|
|
5
|
|
|
(7
|
)
|
|
7
|
|
|||
Net cash used in investing activities from continuing operations
|
|
(16,602
|
)
|
|
(663
|
)
|
|
(657
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Debt proceeds
|
|
20,030
|
|
|
5,039
|
|
|
2,310
|
|
|||
Debt repayments
|
|
(5,043
|
)
|
|
(4,005
|
)
|
|
(1,985
|
)
|
|||
Payments of debt financing, redemption and other costs
|
|
(247
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of treasury stock
|
|
156
|
|
|
75
|
|
|
78
|
|
|||
Purchases of treasury stock, including employee shares withheld for tax obligations
|
|
(561
|
)
|
|
(1,946
|
)
|
|
(1,223
|
)
|
|||
Distributions paid to noncontrolling interests and redeemable noncontrolling interests
|
|
(118
|
)
|
|
—
|
|
|
—
|
|
|||
Other financing activities
|
|
(26
|
)
|
|
(5
|
)
|
|
—
|
|
|||
Net cash provided by (used in) financing activities from continuing operations
|
|
14,191
|
|
|
(842
|
)
|
|
(820
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
Net change in cash, cash equivalents and restricted cash from continuing operations
|
|
385
|
|
|
47
|
|
|
6
|
|
|||
Net cash flows from discontinued operations
|
|
133
|
|
|
43
|
|
|
19
|
|
|||
Cash, cash equivalents and restricted cash, beginning balance
|
|
415
|
|
|
325
|
|
|
300
|
|
|||
Cash, cash equivalents and restricted cash, ending balance
|
|
$
|
933
|
|
|
$
|
415
|
|
|
$
|
325
|
|
Discontinued operations cash flow information:
|
|
|
|
|
|
|
||||||
Net cash (used in) provided by operating activities
|
|
$
|
—
|
|
|
$
|
(7
|
)
|
|
$
|
19
|
|
Net cash provided by investing activities
|
|
133
|
|
|
50
|
|
|
—
|
|
|||
Net change in cash, cash equivalents and restricted cash from discontinued operations
|
|
$
|
133
|
|
|
$
|
43
|
|
|
$
|
19
|
|
(In millions)
|
Estimated
Useful Lives
|
|
2019
|
|
2018
|
||||
Land
|
—
|
|
$
|
61
|
|
|
$
|
10
|
|
Data processing equipment
|
3 to 5 years
|
|
1,483
|
|
|
775
|
|
||
Buildings and leasehold improvements
|
5 to 40 years
|
|
540
|
|
|
256
|
|
||
Furniture and equipment
|
5 to 8 years
|
|
576
|
|
|
186
|
|
||
|
|
|
2,660
|
|
|
1,227
|
|
||
Less: Accumulated depreciation
|
|
|
(1,054
|
)
|
|
(829
|
)
|
||
Total
|
|
|
$
|
1,606
|
|
|
$
|
398
|
|
•
|
Level 1 - Quoted prices (unadjusted) for identical assets or liabilities in active markets that are accessible as of the
|
•
|
Level 2 - Inputs other than quoted prices within Level 1 that are observable either directly or indirectly, including but
|
•
|
Level 3 - Unobservable inputs reflecting management’s judgments about the assumptions that market
|
(In millions)
|
|
2019
|
|
2018
|
||||
Trade accounts payable
|
|
$
|
392
|
|
|
$
|
127
|
|
Client deposits
|
|
650
|
|
|
564
|
|
||
Accrued compensation and benefits
|
|
378
|
|
|
199
|
|
||
Accrued taxes
|
|
137
|
|
|
18
|
|
||
Accrued interest
|
|
224
|
|
|
35
|
|
||
Other accrued expenses
|
|
1,299
|
|
|
203
|
|
||
Total
|
|
$
|
3,080
|
|
|
$
|
1,146
|
|
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
|||
Weighted-average common shares outstanding used for the calculation of net income attributable to Fiserv, Inc. per share - basic
|
|
512.3
|
|
|
405.5
|
|
|
422.3
|
|
Common stock equivalents
|
|
10.3
|
|
|
8.2
|
|
|
9.0
|
|
Weighted-average common shares outstanding used for the calculation of net income attributable to Fiserv, Inc. per share - diluted
|
|
522.6
|
|
|
413.7
|
|
|
431.3
|
|
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Interest paid
|
|
$
|
291
|
|
|
$
|
165
|
|
|
$
|
160
|
|
Income taxes paid
|
|
197
|
|
|
259
|
|
|
409
|
|
|||
Treasury stock purchases settled after the balance sheet date
|
|
6
|
|
|
26
|
|
|
5
|
|
(In millions)
|
Reportable Segments
|
||||||||||||||||||
Year Ended December 31, 2019
|
First Data
|
|
Payments
|
|
Financial
|
|
Corporate
and Other
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Major Business
|
|
|
|
|
|
|
|
|
|
||||||||||
Global Business Solutions
|
$
|
2,520
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,520
|
|
Global Financial Solutions
|
927
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
927
|
|
|||||
Network & Security Solutions
|
631
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
631
|
|
|||||
Total First Data
|
4,078
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,078
|
|
|||||
Digital Money Movement
|
—
|
|
|
1,483
|
|
|
—
|
|
|
—
|
|
|
1,483
|
|
|||||
Card and Related Services
|
—
|
|
|
1,934
|
|
|
—
|
|
|
—
|
|
|
1,934
|
|
|||||
Other
|
—
|
|
|
327
|
|
|
—
|
|
|
—
|
|
|
327
|
|
|||||
Total Payments
|
—
|
|
|
3,744
|
|
|
—
|
|
|
—
|
|
|
3,744
|
|
|||||
Account and Item Processing
|
—
|
|
|
—
|
|
|
2,125
|
|
|
—
|
|
|
2,125
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
282
|
|
|
—
|
|
|
282
|
|
|||||
Total Financial
|
—
|
|
|
—
|
|
|
2,407
|
|
|
—
|
|
|
2,407
|
|
|||||
Corporate and Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
(42
|
)
|
|||||
Total Revenue
|
$
|
4,078
|
|
|
$
|
3,744
|
|
|
$
|
2,407
|
|
|
$
|
(42
|
)
|
|
$
|
10,187
|
|
(In millions)
|
Reportable Segments
|
||||||||||||||
Year Ended December 31, 2018
|
Payments
|
|
Financial
|
|
Corporate
and Other
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Major Business
|
|
|
|
|
|
|
|
||||||||
Digital Money Movement
|
$
|
1,460
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,460
|
|
Card and Related Services
|
1,682
|
|
|
—
|
|
|
—
|
|
|
1,682
|
|
||||
Other
|
325
|
|
|
—
|
|
|
—
|
|
|
325
|
|
||||
Total Payments
|
3,467
|
|
|
—
|
|
|
—
|
|
|
3,467
|
|
||||
Account and Item Processing
|
—
|
|
|
2,094
|
|
|
—
|
|
|
2,094
|
|
||||
Lending Solutions
|
—
|
|
|
54
|
|
|
—
|
|
|
54
|
|
||||
Other
|
—
|
|
|
247
|
|
|
—
|
|
|
247
|
|
||||
Total Financial
|
—
|
|
|
2,395
|
|
|
—
|
|
|
2,395
|
|
||||
Corporate and Other
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
(39
|
)
|
||||
Total Revenue
|
$
|
3,467
|
|
|
$
|
2,395
|
|
|
$
|
(39
|
)
|
|
$
|
5,823
|
|
(In millions)
|
December 31, 2019
|
|
December 31, 2018
|
|
January 1, 2018
|
||||||
Contract assets
|
$
|
382
|
|
|
$
|
171
|
|
|
$
|
158
|
|
Contract liabilities
|
647
|
|
|
469
|
|
|
520
|
|
(In millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2019
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||
Processing and services
|
$
|
1,869
|
|
|
$
|
1,540
|
|
|
$
|
1,190
|
|
|
$
|
886
|
|
|
$
|
1,743
|
|
Product
|
40
|
|
|
27
|
|
|
16
|
|
|
11
|
|
|
6
|
|
(1)
|
The fair value of the 286 million shares of the Company’s common stock issued as of the acquisition date was determined based on a per share price of $102.30, which was the closing price of the Company’s common stock on July 26, 2019, the last trading day before the acquisition closed the morning of July 29, 2019. This includes a nominal amount of cash paid in lieu of fractional shares.
|
(2)
|
Represents the portion of the fair value of the replacement awards related to services provided prior to the acquisition. The remaining portion of the fair value is associated with future service and will be recognized as expense over the future service period. See Note 16 for additional information.
|
(1)
|
In connection with the acquisition of First Data, the Company acquired two businesses, which it intended to and subsequently did sell in October 2019. Therefore, such businesses were classified as held for sale and were included within prepaid expenses and other current assets and accounts payable and accrued expenses in the above preliminary allocation of purchase price (see Note 5).
|
(2)
|
Includes foreign lines of credit, current portion of finance lease obligations and other financing obligations (see Note 12).
|
(3)
|
Includes the receivable securitized loan and the long-term portion of finance lease obligations (see Note 12).
|
•
|
Customer relationship intangible assets were valued using the MEEM method. The significant assumptions used include the estimated annual net cash flows (including appropriate revenue and profit attributable to the asset, retention rate, applicable tax rate, and contributory asset charges, among other factors), the discount rate, reflecting the
|
•
|
Technology and trade name intangible assets were valued using the RFR method. The significant assumptions used include the estimated annual net cash flows (including appropriate revenue attributable to the asset, applicable tax rate, royalty rate and other factors such as technology related obsolescence rates), the discount rate, reflecting the risks inherent in the future cash flow stream and the tax amortization benefit, among other factors.
|
•
|
The cost approach, which estimates value by determining the current cost of replacing an asset with another of equivalent economic utility, was used, as appropriate, for property and equipment. The cost to replace a given asset reflects the estimated reproduction or replacement cost for the property, less an allowance for loss in value due to depreciation.
|
•
|
The market approach, which estimates value by leveraging comparable land sale data/listings and qualitatively comparing them to the in-scope properties, was used to value the land.
|
•
|
An income approach was applied to derive fair value for both consolidated investments with a noncontrolling interest and equity method investments accounted for under the equity method of accounting. The significant assumptions used include the estimated annual cash flows, the discount rate, the long-term growth rate and operating margin, among other factors.
|
(In millions)
|
Gross Carrying Amount
|
|
Weighted-Average Useful Life
|
||
Customer relationships
|
$
|
13,613
|
|
|
15 years
|
Acquired software and technology
|
2,321
|
|
|
7 years
|
|
Trade names
|
490
|
|
|
9 years
|
|
Total
|
$
|
16,424
|
|
|
14 years
|
(In millions, except for per share data)
|
2019
|
|
2018
|
||||
Total revenue
|
$
|
15,775
|
|
|
$
|
15,284
|
|
Net income
|
1,520
|
|
|
1,125
|
|
||
Net income attributable to Fiserv, Inc.
|
1,457
|
|
|
1,040
|
|
||
Net income per share attributable to Fiserv, Inc.:
|
|
|
|
||||
Basic
|
$
|
2.14
|
|
|
$
|
1.50
|
|
Diluted
|
$
|
2.10
|
|
|
$
|
1.47
|
|
•
|
a net increase in amortization expense that would have been recognized due to acquired intangible assets;
|
•
|
an adjustment to interest expense to reflect (i) the additional borrowings of the Company in conjunction with the acquisition and (ii) the repayment of First Data’s historical debt in conjunction with the acquisition;
|
•
|
a reduction in expenses for the year ended December 31, 2019 and a corresponding increase in the year ended December 31, 2018 for acquisition-related transaction costs and other one-time costs directly attributable to the acquisition;
|
•
|
a reduction in operating revenues due to the elimination of deferred revenues assigned no value at the acquisition date;
|
•
|
an adjustment to stock compensation expense to reflect the cost of the replacement awards as if they had been issued on January 1, 2018; and
|
•
|
the related income tax effects of the adjustments noted above.
|
(In millions)
|
Gross Carrying Amount
|
|
Weighted-Average Useful Life
|
||
Customer relationships
|
$
|
370
|
|
|
15 years
|
Trade name
|
3
|
|
|
8 years
|
|
Total
|
$
|
373
|
|
|
15 years
|
(In millions)
|
Gross Carrying Amount
|
|
Weighted-Average Useful Life
|
||
Customer relationships
|
$
|
92
|
|
|
15 years
|
Acquired software and technology
|
71
|
|
|
7 years
|
|
Total
|
$
|
163
|
|
|
12 years
|
(In millions)
|
2019
|
|
2018
|
||||
Settlement assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,656
|
|
|
$
|
141
|
|
Receivables
|
10,212
|
|
|
345
|
|
||
Total settlement assets
|
$
|
11,868
|
|
|
$
|
486
|
|
Settlement obligations
|
|
|
|
|
|
||
Payment instruments outstanding
|
$
|
345
|
|
|
$
|
480
|
|
Card settlements due to merchants
|
11,523
|
|
|
—
|
|
||
Total settlement obligations
|
$
|
11,868
|
|
|
$
|
480
|
|
(In millions)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||
2019
|
|
|||||||||||
Customer relationships
|
|
$
|
16,187
|
|
|
$
|
2,145
|
|
|
$
|
14,042
|
|
Acquired software and technology
|
|
2,607
|
|
|
639
|
|
|
1,968
|
|
|||
Trade names
|
|
620
|
|
|
105
|
|
|
515
|
|
|||
Capitalized software development costs
|
|
942
|
|
|
332
|
|
|
610
|
|
|||
Purchased software
|
|
680
|
|
|
173
|
|
|
507
|
|
|||
Total
|
|
$
|
21,036
|
|
|
$
|
3,394
|
|
|
$
|
17,642
|
|
|
|
|
|
|
|
|
||||||
(In millions)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||
2018
|
|
|||||||||||
Customer relationships
|
|
$
|
2,642
|
|
|
$
|
1,294
|
|
|
$
|
1,348
|
|
Acquired software and technology
|
|
591
|
|
|
490
|
|
|
101
|
|
|||
Trade names
|
|
120
|
|
|
71
|
|
|
49
|
|
|||
Capitalized software development costs
|
|
810
|
|
|
314
|
|
|
496
|
|
|||
Purchased software
|
|
261
|
|
|
112
|
|
|
149
|
|
|||
Total
|
|
$
|
4,424
|
|
|
$
|
2,281
|
|
|
$
|
2,143
|
|
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Amortization expense
|
|
$
|
1,299
|
|
|
$
|
347
|
|
|
$
|
326
|
|
(In millions)
|
|
|
||
Year ending December 31,
|
|
|||
2020
|
|
$
|
2,490
|
|
2021
|
|
2,400
|
|
|
2022
|
|
2,168
|
|
|
2023
|
|
1,891
|
|
|
2024
|
|
1,572
|
|
|
Thereafter
|
|
7,121
|
|
|
Total
|
|
$
|
17,642
|
|
|
|
Reportable Segments
|
||||||||||||||
(In millions)
|
|
First Data
|
|
Payments
|
|
Financial
|
|
Total
|
||||||||
Goodwill - December 31, 2017
|
|
$
|
—
|
|
|
$
|
3,757
|
|
|
$
|
1,833
|
|
|
$
|
5,590
|
|
Acquisitions and valuation adjustments
|
|
—
|
|
|
240
|
|
|
7
|
|
|
247
|
|
||||
Dispositions
|
|
—
|
|
|
—
|
|
|
(131
|
)
|
|
(131
|
)
|
||||
Foreign currency translation
|
|
—
|
|
|
(1
|
)
|
|
(3
|
)
|
|
(4
|
)
|
||||
Goodwill - December 31, 2018
|
|
—
|
|
|
3,996
|
|
|
1,706
|
|
|
5,702
|
|
||||
Acquisitions and valuation adjustments
|
|
30,507
|
|
|
(27
|
)
|
|
2
|
|
|
30,482
|
|
||||
Dispositions
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Goodwill reclassified to assets held for sale (1)
|
|
—
|
|
|
(220
|
)
|
|
—
|
|
|
(220
|
)
|
||||
Foreign currency translation
|
|
74
|
|
|
—
|
|
|
2
|
|
|
76
|
|
||||
Goodwill - December 31, 2019
|
|
$
|
30,581
|
|
|
$
|
3,749
|
|
|
$
|
1,708
|
|
|
$
|
36,038
|
|
(1)
|
In December 2019, the Company entered into a definitive agreement to sell a 60% controlling interest of its Investment Services business (see Note 4). As a result, the corresponding assets of the Investment Services business, including $220 million of goodwill, were classified as held for sale within prepaid expenses and other current assets in the Company’s consolidated balance sheet at December 31, 2019.
|
(In millions)
|
|
||
December 31,
|
2019
|
||
Total current assets
|
$
|
4,288
|
|
Total long-term assets
|
1
|
|
|
Total assets
|
$
|
4,289
|
|
|
|
|
|
Total current liabilities
|
$
|
4,243
|
|
Total long-term liabilities
|
—
|
|
|
Total liabilities
|
$
|
4,243
|
|
(1)
|
Amount reflects the Company’s share of investee’s net income or loss and the amortization basis difference between the estimated fair value and the underlying book value of equity method intangibles.
|
(In millions)
|
|
|
||
December 31,
|
|
2019
|
||
Assets
|
|
|
||
Operating lease assets (1)
|
|
$
|
684
|
|
Finance lease assets (2)
|
|
235
|
|
|
Total lease assets
|
|
$
|
919
|
|
|
|
|
||
Liabilities
|
|
|
||
Current
|
|
|
||
Operating lease liabilities (1)
|
|
$
|
140
|
|
Finance lease liabilities (2)
|
|
78
|
|
|
Noncurrent
|
|
|
||
Operating lease liabilities (1)
|
|
603
|
|
|
Finance lease liabilities (2)
|
|
144
|
|
|
Total lease liabilities
|
|
$
|
965
|
|
(1)
|
Operating lease assets are included within other long-term assets, and operating lease liabilities are included within accounts payable and accrued expenses (current portion) and other long-term liabilities (noncurrent portion) in the Company’s consolidated balance sheet.
|
(2)
|
Finance lease assets are included within property and equipment, net and finance lease liabilities are included within short-term and current maturities of long-term debt (current portion) and long-term debt (noncurrent portion) in the Company’s consolidated balance sheets.
|
(In millions)
|
|
||
Year ended December 31,
|
2019
|
||
Operating lease cost (1)
|
$
|
207
|
|
Finance lease cost (2)
|
|
||
Amortization of right-of-use assets
|
40
|
|
|
Interest on lease liabilities
|
8
|
|
|
Total lease cost
|
$
|
255
|
|
(1)
|
Operating lease expense is included within cost of processing and services, cost of product and selling, general and administrative expense, dependent upon the nature and use of the ROU asset, in the Company’s consolidated statements of income. Operating lease cost includes approximately $56 million of variable lease costs for the year ended December 31, 2019.
|
(2)
|
Finance lease expense is recorded as depreciation and amortization expense within cost of processing and services, cost of product and selling, general and administrative expense, dependent upon the nature and use of the ROU asset, and interest expense, net in the Company’s consolidated statements of income.
|
(In millions)
|
|
|
||
Year ended December 31,
|
|
2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
139
|
|
Operating cash flows from finance leases
|
|
8
|
|
|
Financing cash flows from finance leases
|
|
37
|
|
|
|
|
|
||
Right-of-use assets obtained in exchange for lease liabilities: (1)
|
|
|
||
Operating leases
|
|
$
|
441
|
|
Finance leases
|
|
288
|
|
(1)
|
Includes right-of-use assets and lease liabilities obtained through the acquisition of First Data
|
December 31,
|
|
2019
|
|
Weighted-average remaining lease term:
|
|
|
|
Operating leases
|
|
7 years
|
|
Finance leases
|
|
3 years
|
|
Weighted-average discount rate:
|
|
|
|
Operating leases
|
|
3.0
|
%
|
Finance leases
|
|
3.5
|
%
|
(1)
|
Operating lease payments include $47 million related to options to extend lease terms that are reasonably certain of being exercised and exclude $4 million of legally binding minimum lease payments for leases signed but not yet commenced. Operating leases that have been signed but not yet commenced are for real estate and will commence in 2020 with lease terms of 5 years.
|
(2)
|
Finance lease payments exclude $302 million of legally binding minimum lease payments for leases signed but not yet commenced. Finance leases that have been signed but not yet commenced are for equipment and will commence in 2020 with lease terms of 5 years.
|
(In millions)
|
|
||
Year ending December 31,
|
|
||
2019
|
$
|
94
|
|
2020
|
75
|
|
|
2021
|
62
|
|
|
2022
|
51
|
|
|
2023
|
40
|
|
|
Thereafter
|
108
|
|
|
Total
|
$
|
430
|
|
(In millions)
|
|
||
Year ended December 31,
|
2019
|
||
Sales-type leases:
|
|
||
Selling profit (1)
|
$
|
20
|
|
Interest income (1)
|
33
|
|
|
Operating lease income (2)
|
36
|
|
(1)
|
Selling profit includes $48 million recorded within product revenue with a corresponding charge of $28 million recorded in cost of product in the consolidated statement of income for the year ended December 31, 2019. Interest income is included within product revenue in the consolidated statement of income.
|
(2)
|
Operating lease income includes a nominal amount of variable lease income and is included within product revenue in the Company’s consolidated statement of income for the year ended December 31, 2019.
|
(In millions)
|
|
||
December 31,
|
2019
|
||
Minimum lease payments
|
$
|
376
|
|
Residual values
|
34
|
|
|
Less: Unearned interest income
|
(160
|
)
|
|
Net investment in leases (1)
|
$
|
250
|
|
(1)
|
Net investments in leased assets are included within prepaid expenses and other current assets (current portion) and other long-term assets (noncurrent portion) in the consolidated balance sheet.
|
(In millions)
|
|
||
Year ending December 31,
|
Sales-Type Leases
|
||
2020
|
$
|
161
|
|
2021
|
120
|
|
|
2022
|
70
|
|
|
2023
|
23
|
|
|
2024
|
2
|
|
|
Thereafter
|
—
|
|
|
Total minimum lease payments
|
$
|
376
|
|
(In millions)
|
|
2019
|
|
2018
|
||||
Short-term and current maturities of long-term debt:
|
|
|
|
|
||||
Lines of credit
|
|
$
|
150
|
|
|
$
|
—
|
|
Finance lease and other financing obligations
|
|
137
|
|
|
4
|
|
||
Total short-term and current maturities of long-term debt
|
|
$
|
287
|
|
|
$
|
4
|
|
|
|
|
|
|
||||
Long-term debt:
|
|
|
|
|
||||
2.7% senior notes due 2020
|
|
$
|
850
|
|
|
$
|
850
|
|
4.75% senior notes due 2021
|
|
400
|
|
|
400
|
|
||
3.5% senior notes due 2022
|
|
700
|
|
|
700
|
|
||
3.8% senior notes due 2023
|
|
1,000
|
|
|
1,000
|
|
||
0.375% senior notes due 2023
|
|
559
|
|
|
—
|
|
||
2.75% senior notes due 2024
|
|
2,000
|
|
|
—
|
|
||
3.85% senior notes due 2025
|
|
900
|
|
|
900
|
|
||
2.25% senior notes due 2025
|
|
687
|
|
|
—
|
|
||
3.2% senior notes due 2026
|
|
2,000
|
|
|
—
|
|
||
1.125% senior notes due 2027
|
|
559
|
|
|
—
|
|
||
4.2% senior notes due 2028
|
|
1,000
|
|
|
1,000
|
|
||
3.5% senior notes due 2029
|
|
3,000
|
|
|
—
|
|
||
1.625% senior notes due 2030
|
|
559
|
|
|
—
|
|
||
3.0% senior notes due 2031
|
|
687
|
|
|
—
|
|
||
4.4% senior notes due 2049
|
|
2,000
|
|
|
—
|
|
||
Receivable securitized loan
|
|
500
|
|
|
—
|
|
||
Term loan facility
|
|
3,950
|
|
|
—
|
|
||
Unamortized discount and deferred financing costs
|
|
(160
|
)
|
|
(29
|
)
|
||
Revolving credit facility
|
|
174
|
|
|
1,129
|
|
||
Finance lease and other financing obligations
|
|
247
|
|
|
5
|
|
||
Total long-term debt
|
|
$
|
21,612
|
|
|
$
|
5,955
|
|
(In millions)
|
|
||
Balance at December 31, 2018
|
$
|
—
|
|
Acquired
|
252
|
|
|
Distributions paid to redeemable noncontrolling interests
|
(7
|
)
|
|
Share of income
|
17
|
|
|
Balance at December 31, 2019
|
$
|
262
|
|
|
|
Year ended December 31, 2019
|
||||||||||||||
(In millions)
|
|
Cash Flow
Hedges
|
|
Foreign
Currency
Translation
|
|
Pension Plans
|
|
Total
|
||||||||
Balance at December 31, 2018
|
|
$
|
(16
|
)
|
|
$
|
(49
|
)
|
|
$
|
(2
|
)
|
|
$
|
(67
|
)
|
Other comprehensive (loss) income before reclassifications
|
|
(134
|
)
|
|
16
|
|
|
(4
|
)
|
|
(122
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||
Net current-period other comprehensive (loss) income
|
|
(125
|
)
|
|
16
|
|
|
(4
|
)
|
|
(113
|
)
|
||||
Balance at December 31, 2019
|
|
$
|
(141
|
)
|
|
$
|
(33
|
)
|
|
$
|
(6
|
)
|
|
$
|
(180
|
)
|
|
|
Year ended December 31, 2018
|
||||||||||||||
(In millions)
|
|
Cash Flow
Hedges
|
|
Foreign
Currency
Translation
|
|
Pension Plans
|
|
Total
|
||||||||
Balance at December 31, 2017
|
|
$
|
(14
|
)
|
|
$
|
(38
|
)
|
|
$
|
(2
|
)
|
|
$
|
(54
|
)
|
Other comprehensive loss before reclassifications
|
|
(5
|
)
|
|
(11
|
)
|
|
—
|
|
|
(16
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Net current-period other comprehensive loss
|
|
(2
|
)
|
|
(11
|
)
|
|
—
|
|
|
(13
|
)
|
||||
Cumulative-effect adjustment of ASU 2017-12 adoption from retained earnings
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Cumulative-effect adjustment of ASU 2018-02 adoption to retained earnings
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||
Balance at December 31, 2018
|
|
$
|
(16
|
)
|
|
$
|
(49
|
)
|
|
$
|
(2
|
)
|
|
$
|
(67
|
)
|
|
Projected Benefit Obligations
|
|
Net Periodic Benefit Expense
|
||
Discount rate
|
2.28
|
%
|
|
2.16
|
%
|
Expected long-term return on plan assets
|
n/a
|
|
|
2.83
|
%
|
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Cash and cash equivalents
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities (1)
|
134
|
|
|
123
|
|
|
—
|
|
|||
Fixed income securities (2)
|
188
|
|
|
214
|
|
|
—
|
|
|||
Other investments (3)
|
315
|
|
|
(22
|
)
|
|
10
|
|
|||
Total investments at fair value
|
$
|
654
|
|
|
$
|
315
|
|
|
$
|
10
|
|
(1)
|
Equity securities primarily consist of domestic, international and global equity pooled funds.
|
(2)
|
Fixed income securities primarily consist of debt securities issued by U.S. and foreign government agencies and debt obligations issued by a variety of private and public corporations.
|
(3)
|
Other investments primarily consist of index linked government bonds, derivatives and other investments.
|
(In millions)
|
2019
|
||
Interest cost
|
$
|
9
|
|
Expected return on plan assets
|
(10
|
)
|
|
Net periodic benefit income
|
$
|
(1
|
)
|
Expected life (in years)
|
2.5
|
|
Average risk-free interest rate
|
1.9
|
%
|
Expected volatility
|
27.4
|
%
|
Expected dividend yield
|
0
|
%
|
|
2019
|
|
2018
|
|
2017
|
|||
Expected life (in years)
|
6.4
|
|
|
6.3
|
|
|
6.3
|
|
Average risk-free interest rate
|
2.7
|
%
|
|
2.2
|
%
|
|
2.2
|
%
|
Expected volatility
|
28.5
|
%
|
|
28.3
|
%
|
|
28.9
|
%
|
Expected dividend yield
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|
Shares
(In thousands)
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic
Value
(In millions)
|
|||||
Stock options outstanding - December 31, 2018
|
12,052
|
|
|
$
|
33.96
|
|
|
|
|
|
||
Converted First Data stock options
|
7,591
|
|
|
42.13
|
|
|
|
|
|
|||
Granted
|
1,188
|
|
|
84.95
|
|
|
|
|
|
|||
Forfeited
|
(183
|
)
|
|
69.38
|
|
|
|
|
|
|||
Exercised
|
(4,659
|
)
|
|
28.43
|
|
|
|
|
|
|||
Stock options outstanding - December 31, 2019
|
15,989
|
|
|
$
|
42.83
|
|
|
4.97
|
|
$
|
1,164
|
|
Stock options exercisable - December 31, 2019
|
13,370
|
|
|
$
|
37.02
|
|
|
4.32
|
|
$
|
1,051
|
|
|
|
Restricted Stock Units
|
|
Performance Share Units
|
||||||||||
|
|
Shares
(In thousands)
|
|
Weighted-
Average
Grant Date
Fair Value
|
|
Shares
(In thousands) |
|
Weighted-
Average Grant Date Fair Value |
||||||
Units - December 31, 2018
|
|
1,821
|
|
|
$
|
53.22
|
|
|
524
|
|
|
$
|
57.60
|
|
Converted First Data units
|
|
6,025
|
|
|
102.30
|
|
|
1,333
|
|
|
101.96
|
|
||
Granted
|
|
564
|
|
|
92.24
|
|
|
1,114
|
|
|
92.95
|
|
||
Forfeited
|
|
(292
|
)
|
|
83.23
|
|
|
(238
|
)
|
|
50.96
|
|
||
Vested
|
|
(1,249
|
)
|
|
76.95
|
|
|
(405
|
)
|
|
90.03
|
|
||
Units - December 31, 2019
|
|
6,869
|
|
|
$
|
93.80
|
|
|
2,328
|
|
|
$
|
94.61
|
|
|
Restricted Stock Awards
|
|
Performance Share Awards
|
||||||||||
|
Shares (In thousands)
|
|
Weighted-Average Grant Date Fair Value
|
|
Shares (In thousands)
|
|
Weighted-Average Grant Date Fair Value
|
||||||
Awards - December 31, 2018
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Converted First Data awards
|
96
|
|
|
102.30
|
|
|
264
|
|
|
87.57
|
|
||
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
87.57
|
|
||
Vested
|
(48
|
)
|
|
102.30
|
|
|
(248
|
)
|
|
87.57
|
|
||
Awards - December 31, 2019
|
48
|
|
|
$
|
102.30
|
|
|
—
|
|
|
$
|
—
|
|
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Total intrinsic value of stock options exercised
|
|
$
|
331
|
|
|
$
|
147
|
|
|
$
|
116
|
|
Fair value of restricted stock units vested
|
|
198
|
|
|
37
|
|
|
61
|
|
|||
Income tax benefit from stock options exercised and restricted stock units vested
|
|
126
|
|
|
43
|
|
|
66
|
|
|||
Cash received from stock options exercised
|
|
104
|
|
|
29
|
|
|
36
|
|
(In millions)
|
|
|
||
Balance at December 31, 2018
|
|
$
|
—
|
|
Severance and other separation costs
|
|
32
|
|
|
Cash payments
|
|
(18
|
)
|
|
Balance at December 31, 2019
|
|
$
|
14
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Statutory federal income tax rate
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal effect
|
3.7
|
%
|
|
3.2
|
%
|
|
2.3
|
%
|
Unconsolidated affiliates tax
|
0.6
|
%
|
|
0.1
|
%
|
|
0.9
|
%
|
Tax expense (benefit) due to federal tax reform
|
—
|
%
|
|
1.2
|
%
|
|
(20.3
|
)%
|
Excess tax benefit from share-based awards
|
(5.1
|
)%
|
|
(2.2
|
)%
|
|
(3.6
|
)%
|
Sale of businesses
|
(2.6
|
)%
|
|
1.3
|
%
|
|
—
|
%
|
Domestic production activities deduction
|
—
|
%
|
|
—
|
%
|
|
(2.0
|
)%
|
Other, net
|
0.7
|
%
|
|
(0.3
|
)%
|
|
(0.7
|
)%
|
Effective income tax rate
|
18.3
|
%
|
|
24.3
|
%
|
|
11.6
|
%
|
(In millions)
|
2019
|
|
2018
|
||||
Accrued expenses
|
$
|
303
|
|
|
$
|
74
|
|
Interest rate hedge contracts
|
34
|
|
|
5
|
|
||
Share-based compensation
|
216
|
|
|
43
|
|
||
Net operating loss and credit carry-forwards
|
1,444
|
|
|
131
|
|
||
Foreign tax credits on undistributed earnings
|
289
|
|
|
—
|
|
||
Leasing liabilities
|
219
|
|
|
—
|
|
||
Other
|
31
|
|
|
25
|
|
||
Subtotal
|
2,536
|
|
|
278
|
|
||
Valuation allowance
|
(1,145
|
)
|
|
(101
|
)
|
||
Total deferred tax assets
|
1,391
|
|
|
177
|
|
||
|
|
|
|
||||
Capitalized software development costs
|
(622
|
)
|
|
(129
|
)
|
||
Intangible assets
|
(3,297
|
)
|
|
(437
|
)
|
||
Property and equipment
|
(143
|
)
|
|
(66
|
)
|
||
Capitalized commissions
|
(86
|
)
|
|
(80
|
)
|
||
Investments in joint ventures
|
(841
|
)
|
|
(78
|
)
|
||
Leasing right-of-use assets
|
(205
|
)
|
|
—
|
|
||
Other
|
(332
|
)
|
|
(112
|
)
|
||
Total deferred tax liabilities
|
(5,526
|
)
|
|
(902
|
)
|
||
Total
|
$
|
(4,135
|
)
|
|
$
|
(725
|
)
|
(In millions)
|
2019
|
|
2018
|
||||
Noncurrent assets
|
$
|
112
|
|
|
$
|
20
|
|
Noncurrent liabilities
|
(4,247
|
)
|
|
(745
|
)
|
||
Total
|
$
|
(4,135
|
)
|
|
$
|
(725
|
)
|
(In millions)
|
2019
|
|
2018
|
||||
Net operating loss carryforwards: (1)
|
|
|
|
||||
Federal
|
$
|
1,674
|
|
|
$
|
27
|
|
State
|
4,636
|
|
|
479
|
|
||
Foreign
|
3,201
|
|
|
465
|
|
||
General business credit carryforwards (2)
|
57
|
|
|
—
|
|
(1)
|
At December 31, 2019, the Company had federal net operating loss carryforwards of $1.7 billion, which expire in 2020 through 2037, state net operating loss carryforwards of $4.6 billion, which expire in 2021 through 2039, and foreign net operating loss carryforwards of $3.2 billion, of which $209 million expire in 2020 through 2039, and the remainder of which do not expire.
|
(2)
|
At December 31, 2019, the Company had general business credit carryforwards of $57 million which expire in 2027 through 2039.
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Unrecognized tax benefits - Beginning of year
|
$
|
49
|
|
|
$
|
42
|
|
|
$
|
45
|
|
Increases for assumed tax positions related to First Data
|
82
|
|
|
—
|
|
|
—
|
|
|||
Increases for tax positions taken during the current year
|
8
|
|
|
3
|
|
|
11
|
|
|||
Increases for tax positions taken in prior years
|
16
|
|
|
20
|
|
|
2
|
|
|||
Decreases for tax positions taken in prior years
|
(2
|
)
|
|
(8
|
)
|
|
(15
|
)
|
|||
Decreases for settlements
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Lapse of the statute of limitations
|
(7
|
)
|
|
(8
|
)
|
|
—
|
|
|||
Unrecognized tax benefits - End of year
|
$
|
145
|
|
|
$
|
49
|
|
|
$
|
42
|
|
(In millions)
|
First Data (1)
|
|
Payments
|
|
Financial
|
|
Corporate
and Other
|
|
Total
|
||||||||||
2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Processing and services revenue
|
$
|
3,291
|
|
|
$
|
2,993
|
|
|
$
|
2,240
|
|
|
$
|
49
|
|
|
$
|
8,573
|
|
Product revenue
|
787
|
|
|
751
|
|
|
167
|
|
|
(91
|
)
|
|
1,614
|
|
|||||
Total revenue
|
4,078
|
|
|
3,744
|
|
|
2,407
|
|
|
(42
|
)
|
|
10,187
|
|
|||||
Operating income
|
1,031
|
|
|
1,252
|
|
|
805
|
|
|
(1,479
|
)
|
|
1,609
|
|
|||||
Capital expenditures
|
250
|
|
|
265
|
|
|
131
|
|
|
75
|
|
|
721
|
|
|||||
Depreciation and amortization expense
|
421
|
|
|
253
|
|
|
149
|
|
|
955
|
|
|
1,778
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Processing and services revenue
|
$
|
—
|
|
|
$
|
2,728
|
|
|
$
|
2,204
|
|
|
$
|
43
|
|
|
$
|
4,975
|
|
Product revenue
|
—
|
|
|
739
|
|
|
191
|
|
|
(82
|
)
|
|
848
|
|
|||||
Total revenue
|
—
|
|
|
3,467
|
|
|
2,395
|
|
|
(39
|
)
|
|
5,823
|
|
|||||
Operating income (2)
|
—
|
|
|
1,122
|
|
|
798
|
|
|
(167
|
)
|
|
1,753
|
|
|||||
Capital expenditures
|
—
|
|
|
239
|
|
|
115
|
|
|
6
|
|
|
360
|
|
|||||
Depreciation and amortization expense
|
—
|
|
|
225
|
|
|
145
|
|
|
186
|
|
|
556
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Processing and services revenue
|
$
|
—
|
|
|
$
|
2,476
|
|
|
$
|
2,347
|
|
|
$
|
10
|
|
|
$
|
4,833
|
|
Product revenue
|
—
|
|
|
758
|
|
|
183
|
|
|
(78
|
)
|
|
863
|
|
|||||
Total revenue
|
—
|
|
|
3,234
|
|
|
2,530
|
|
|
(68
|
)
|
|
5,696
|
|
|||||
Operating income
|
—
|
|
|
1,034
|
|
|
849
|
|
|
(351
|
)
|
|
1,532
|
|
|||||
Capital expenditures
|
—
|
|
|
182
|
|
|
95
|
|
|
10
|
|
|
287
|
|
|||||
Depreciation and amortization expense
|
—
|
|
|
169
|
|
|
92
|
|
|
183
|
|
|
444
|
|
(1)
|
Includes the results of First Data from July 29, 2019, the date of acquisition.
|
(2)
|
A gain of $227 million from the sale of a 55% interest of the Company’s Lending Solutions business is included within Corporate and Other.
|
(In millions, except per share data)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Full
Year
|
||||||||||
2019 (1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
1,502
|
|
|
$
|
1,512
|
|
|
$
|
3,128
|
|
|
$
|
4,045
|
|
|
$
|
10,187
|
|
Cost of processing and services
|
624
|
|
|
617
|
|
|
1,204
|
|
|
1,571
|
|
|
4,016
|
|
|||||
Cost of product
|
174
|
|
|
168
|
|
|
413
|
|
|
538
|
|
|
1,293
|
|
|||||
Selling, general and administrative expenses
|
341
|
|
|
343
|
|
|
1,137
|
|
|
1,463
|
|
|
3,284
|
|
|||||
Gain on sale of businesses
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(15
|
)
|
|||||
Total expenses
|
1,129
|
|
|
1,128
|
|
|
2,754
|
|
|
3,567
|
|
|
8,578
|
|
|||||
Operating income
|
373
|
|
|
384
|
|
|
374
|
|
|
478
|
|
|
1,609
|
|
|||||
Income from continuing operations
|
225
|
|
|
223
|
|
|
225
|
|
|
241
|
|
|
914
|
|
|||||
Net income attributable to Fiserv, Inc.
|
225
|
|
|
223
|
|
|
198
|
|
|
247
|
|
|
893
|
|
|||||
Comprehensive income attributable to Fiserv, Inc.
|
207
|
|
|
115
|
|
|
12
|
|
|
446
|
|
|
780
|
|
|||||
Net income attributable to Fiserv, Inc. per share - continuing operations: (2)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.58
|
|
|
$
|
0.57
|
|
|
$
|
0.34
|
|
|
$
|
0.36
|
|
|
$
|
1.74
|
|
Diluted
|
$
|
0.56
|
|
|
$
|
0.56
|
|
|
$
|
0.33
|
|
|
$
|
0.36
|
|
|
$
|
1.71
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
1,440
|
|
|
$
|
1,420
|
|
|
$
|
1,412
|
|
|
$
|
1,551
|
|
|
$
|
5,823
|
|
Cost of processing and services
|
568
|
|
|
560
|
|
|
568
|
|
|
628
|
|
|
2,324
|
|
|||||
Cost of product
|
191
|
|
|
179
|
|
|
181
|
|
|
194
|
|
|
745
|
|
|||||
Selling, general and administrative expenses
|
305
|
|
|
320
|
|
|
305
|
|
|
298
|
|
|
1,228
|
|
|||||
(Gain) loss on sale of businesses
|
(232
|
)
|
|
3
|
|
|
2
|
|
|
—
|
|
|
(227
|
)
|
|||||
Total expenses
|
832
|
|
|
1,062
|
|
|
1,056
|
|
|
1,120
|
|
|
4,070
|
|
|||||
Operating income
|
608
|
|
|
358
|
|
|
356
|
|
|
431
|
|
|
1,753
|
|
|||||
Income from continuing operations
|
423
|
|
|
251
|
|
|
227
|
|
|
286
|
|
|
1,187
|
|
|||||
Net income attributable to Fiserv, Inc.
|
423
|
|
|
251
|
|
|
227
|
|
|
286
|
|
|
1,187
|
|
|||||
Comprehensive income attributable to Fiserv, Inc.
|
421
|
|
|
241
|
|
|
214
|
|
|
298
|
|
|
1,174
|
|
|||||
Net income attributable to Fiserv, Inc. per share - continuing operations: (2)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.02
|
|
|
$
|
0.61
|
|
|
$
|
0.56
|
|
|
$
|
0.72
|
|
|
$
|
2.93
|
|
Diluted
|
$
|
1.00
|
|
|
$
|
0.60
|
|
|
$
|
0.55
|
|
|
$
|
0.71
|
|
|
$
|
2.87
|
|
(1)
|
Includes the results of First Data from July 29, 2019, the date of acquisition.
|
(2)
|
Net income attributable to Fiserv, Inc. per share - continuing operations in each period is calculated using actual, unrounded amounts.
|
|
|
|
|
Additions
|
|
|
|
|
|||||||||
Description
|
|
Balance at Beginning of Period
|
|
Charged to Costs and Expenses
|
|
Charged to Other Accounts
|
|
Deductions
|
|
Balance at End of Period
|
|||||||
Year ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|||||||
Deferred tax asset valuation allowance (1)
|
|
$
|
101
|
|
|
8
|
|
|
1,036
|
|
|
—
|
|
|
$
|
1,145
|
|
Year ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|||||||
Deferred tax asset valuation allowance
|
|
$
|
103
|
|
|
1
|
|
|
(3
|
)
|
|
—
|
|
|
$
|
101
|
|
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|||||||
Deferred tax asset valuation allowance (2)
|
|
$
|
35
|
|
|
14
|
|
|
54
|
|
|
—
|
|
|
$
|
103
|
|
(1)
|
Includes the valuation allowance adjustment associated with the acquisition of First Data.
|
(2)
|
Includes the valuation allowance adjustment associated with the acquisition of Monitise.
|
•
|
We evaluated management’s significant accounting policies related to these customer contract modifications for reasonableness.
|
•
|
We selected a sample of significant customer contract modifications and performed the following procedures:
|
◦
|
Obtained and read the customer contracts.
|
◦
|
Evaluated whether the contract represented a new contract or a contract modification and, if applicable, assessed the treatment of any change in scope or price.
|
◦
|
Tested management’s identification of remaining performance obligations.
|
◦
|
Recalculated the transaction price and assessed the appropriateness of the allocation of transaction price to each performance obligation.
|
◦
|
Assessed the pattern of delivery for each distinct performance obligation.
|
•
|
We tested the effectiveness of internal controls over revenue recognition related to the Company’s accounting for contract modifications.
|
•
|
We evaluated the reasonableness of management’s expected future cash flows by comparing the projections to First Data’s historical results, industry data and other publicly available data.
|
•
|
With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodologies and (2) the retention rates, discount rates, and royalty rates by:
|
◦
|
Assessing the appropriateness of the valuation methodologies.
|
◦
|
Developing independent estimates for the retention rates, discount rates, and royalty rates and comparing those to the estimates selected by management.
|
•
|
We tested the effectiveness of internal controls over the valuation of the intangible assets, including the Company’s controls over expected future cash flows, retention rates, discount rates, and royalty rates.
|
(a)
|
Disclosure Controls and Procedures
|
(b)
|
Management Report on Internal Control Over Financial Reporting
|
(c)
|
Changes in Internal Control Over Financial Reporting
|
(d)
|
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
|
(1)
|
Columns (a) and (c) of the table above do not include 1,561,995 unvested restricted stock units outstanding under the Amended and Restated Fiserv, Inc. 2007 Omnibus Incentive Plan (the “Incentive Plan”) or 24,744,268 shares authorized for issuance under the Fiserv, Inc. Amended and Restated Employee Stock Purchase Plan.
|
(2)
|
Consists of options outstanding under the Incentive Plan; 102,048 shares subject to performance share units under the Incentive Plan at the actual award level where the conditions to vesting have been satisfied; 1,204,174 shares subject to performance share units under the Incentive Plan at the target award level where the conditions to vesting have not yet been satisfied; and 97,361 shares subject to non-employee director deferred compensation notional units under the Incentive Plan.
|
(3)
|
Represents the weighted-average exercise price of outstanding options under the Incentive Plan and does not take into account outstanding performance share units or non-employee director deferred compensation notional units under the Incentive Plan.
|
(4)
|
Reflects the number of shares available for future issuance under the Incentive Plan.
|
(5)
|
This table does not include 6,216,518 options outstanding under the 2007 Stock Incentive Plan for Key Employees of First Data Corporation and its Affiliates (the “2007 First Data Plan”) and the First Data Corporation 2015 Omnibus Incentive Plan (the “2015 First Data Plan” and together with the 2007 First Data Plan, the “First Data Plans”) as of December 31, 2019 at a weighted-average exercise price of $42.04. We assumed the First Data Plans in connection with our acquisition of First Data Corporation on July 29, 2019 and converted certain outstanding First Data equity awards into corresponding equity awards relating to common stock of Fiserv, Inc. in accordance with an exchange ratio in the merger agreement as further described in Note 4 to the accompanying consolidated financial statements. This table also does not include 6,279,096 shares of restricted stock and restricted stock units outstanding under the 2015 First Data Plan, as of December 31, 2019. No additional equity awards will be made under the First Data Plans.
|
Exhibit
Number
|
Exhibit Description
|
|
|
2.1
|
|
|
3.1
|
|
|
3.2
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
|
4.5
|
|
|
4.6
|
|
|
4.7
|
|
|
4.8
|
|
|
4.9
|
|
|
4.10
|
|
|
4.11
|
|
|
4.12
|
|
|
4.13
|
|
|
4.14
|
|
|
4.15
|
|
4.16
|
|
|
4.17
|
|
|
4.18
|
|
|
4.19
|
|
|
4.20
|
|
|
4.21
|
|
|
4.22
|
|
|
4.23
|
|
|
4.24
|
|
|
4.25
|
|
|
4.26
|
|
|
4.27
|
|
|
|
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the Company agrees to furnish to the Securities and Exchange Commission, upon request, any instrument defining the rights of holders of long-term debt that is not filed as an exhibit to this Form 10-K.
|
|
10.1
|
|
|
|
Amended and Restated Fiserv, Inc. 2007 Omnibus Incentive Plan Forms of Award Agreements
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
10.5
|
|
|
10.6
|
|
|
10.7
|
|
|
10.8
|
|
|
10.9
|
|
|
10.10
|
|
|
10.11
|
|
|
10.12
|
|
|
10.13
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
|
10.17
|
|
|
10.18
|
|
|
10.19
|
|
|
10.20
|
|
|
10.21
|
|
|
10.22
|
|
10.23
|
|
|
10.24
|
|
|
10.25
|
|
|
|
2007 Stock Incentive Plan for Key Employees of First Data Corporation and its Affiliates Forms of Award Agreements
|
|
10.26
|
|
|
10.27
|
|
|
10.28
|
|
|
|
First Data Corporation 2015 Omnibus Incentive Plan Forms of Award Agreements
|
|
10.29
|
|
|
10.30
|
|
|
10.31
|
|
|
10.32
|
|
|
10.33
|
|
|
10.34
|
|
|
10.35
|
|
|
10.36
|
|
|
10.37
|
|
|
10.38
|
|
|
10.39
|
|
|
10.40
|
|
|
10.41
|
|
|
10.42
|
|
|
10.43
|
|
|
10.44
|
|
|
10.45
|
|
|
10.46
|
|
|
10.47
|
|
|
10.48
|
|
|
10.49
|
|
|
10.50
|
|
|
10.51
|
|
|
10.52
|
|
|
10.53
|
|
|
10.54
|
|
|
21.1
|
|
|
23.1
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
101.INS**
|
Inline XBRL Instance Document - The XBRL Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
|
|
101.SCH**
|
Inline XBRL Taxonomy Extension Schema Document
|
|
101.CAL**
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF**
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB**
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE**
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
**
|
Filed with this Annual Report on Form 10-K are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Income for the years ended December 31, 2019, 2018, and 2017, (ii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018, and 2017, (iii) the Consolidated Balance Sheets at December 31, 2019 and 2018, (iv) the Consolidated Statements of Equity for the years ended December 31, 2019, 2018, and 2017, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018, and 2017, and (vi) Notes to Consolidated Financial Statements.
|
(1)
|
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on January 18, 2019, and incorporated herein by reference.
|
(2)
|
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on February 27, 2018, and incorporated herein by reference.
|
(3)
|
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on July 29, 2019, and incorporated herein by reference.
|
(4)
|
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on September 20, 2018, and incorporated herein by reference.
|
(5)
|
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on February 7, 2019, and incorporated herein by reference.
|
(6)
|
Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed on February 21, 2019, and incorporated herein by reference.
|
(7)
|
Previously filed as an exhibit to the Company’s Registration Statement on Form S-3 (File No. 333‑147309) filed on November 13, 2007, and incorporated herein by reference.
|
(8)
|
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on June 14, 2011, and incorporated herein by reference.
|
(9)
|
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on September 25, 2012, and incorporated herein by reference.
|
(10)
|
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on May 22, 2015, and incorporated herein by reference.
|
(11)
|
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on September 25, 2018, and incorporated herein by reference.
|
(12)
|
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on June 24, 2019, and incorporated herein by reference.
|
(13)
|
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on July 1, 2019, and incorporated herein by reference.
|
(14)
|
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on September 9, 2019, and incorporated herein by reference.
|
(15)
|
Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2018, and incorporated herein by reference.
|
(16)
|
Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed on February 24, 2012, and incorporated herein by reference.
|
(17)
|
Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed on February 23, 2017, and incorporated herein by reference.
|
(18)
|
Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed on February 20, 2015, and incorporated herein by reference.
|
(19)
|
Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed on August 2, 2017, and incorporated herein by reference.
|
(20)
|
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on December 1, 2017, and incorporated herein by reference.
|
(21)
|
Previously filed as an exhibit to the Company’s Post-Effective Amendment No. 1 on Form S-8 to the Form S-4 Registration Statement of Fiserv, Inc. filed July 29, 2019, and incorporated herein by reference.
|
(22)
|
Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2019, and incorporated herein by reference.
|
(23)
|
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on December 23, 2008, and incorporated herein by reference.
|
(24)
|
Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed on February 27, 2009, and incorporated herein by reference.
|
(25)
|
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on December 30, 2009, and incorporated herein by reference.
|
(26)
|
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on April 1, 2016, and incorporated herein by reference.
|
(27)
|
Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed on October 30, 2013, and incorporated herein by reference.
|
(28)
|
Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed on February 20, 2014, and incorporated herein by reference.
|
(29)
|
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on February 16, 2016, and incorporated herein by reference.
|
(30)
|
Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2016, and incorporated herein by reference.
|
(31)
|
Previously filed as an exhibit to First Data Corporation’s Annual Report on Form 10-K filed on February 27, 2015 and incorporated herein by reference.
|
(32)
|
Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed on February 28, 2008, and incorporated herein by reference.
|
|
FISERV, INC.
|
|
|
|
|
|
By:
|
/s/ Jeffery W. Yabuki
|
|
|
Jeffery W. Yabuki
|
|
|
Chairman and Chief Executive Officer
|
Name
|
|
Capacity
|
|
|
|
/s/ Jeffery W. Yabuki
|
|
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
Jeffery W. Yabuki
|
|
|
|
|
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/s/ Robert W. Hau
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Chief Financial Officer and Treasurer
(Principal Financial Officer)
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Robert W. Hau
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/s/ Kenneth F. Best
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Chief Accounting Officer
(Principal Accounting Officer)
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Kenneth F. Best
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/s/ Frank J. Bisignano
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President and Chief Operating Officer, Director
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Frank J. Bisignano
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/s/ Alison Davis
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Director
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Alison Davis
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/s/ Henrique De Castro
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Director
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Henrique De Castro
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/s/ Harry F. DiSimone
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Director
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Harry F. DiSimone
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/s/ Dennis F. Lynch
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Director
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Dennis F. Lynch
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/s/ Heidi G. Miller
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Director
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Heidi G. Miller
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/s/ Scott C. Nuttall
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Director
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Scott C. Nuttall
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/s/ Denis J. O’Leary
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Director
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Denis J. O’Leary
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/s/ Doyle R. Simons
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Director
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Doyle R. Simons
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•
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restricting dividends on the common stock;
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•
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diluting the voting power of the common stock;
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•
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impairing the liquidation rights of the common stock; and
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•
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delaying or preventing a change in control of our company.
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•
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100% of the aggregate principal amount of any notes being redeemed; and
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•
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the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed, not including unpaid interest accrued to the redemption date, that would have been due if such series of notes matured on the related Par Call Date discounted to the redemption date on an annual (ACTUAL/ACTUAL (ICMA)) basis at a rate equal to the applicable comparable government bond rate plus 20 basis points, with respect to any 2023 euro notes being redeemed, 25 basis points, with respect to any 2027 euro notes being redeemed, 30 basis points, with respect to any 2030 euro notes being redeemed, 25 basis points, with respect to any 2025 sterling notes being redeemed, and 35 basis points, with respect to any 2031 sterling notes being redeemed,
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•
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accept for payment all notes or portions of notes properly tendered pursuant to the change of control offer;
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•
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deposit with the paying agent an amount equal to the change of control payment in respect of all notes or portions of notes properly tendered; and
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•
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deliver or cause to be delivered to the trustee the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being purchased.
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•
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we are the surviving entity or our successor is an entity organized and existing under the laws of the United States of America (or any state or territory thereof or the District of Columbia), the United Kingdom (or any constituent country thereof), Germany, France, Luxembourg, the Netherlands, Ireland or Canada (or any province or territory thereof);
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•
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the surviving entity, if other than us, expressly assumes, by a supplemental indenture, the due and punctual payment of the principal of and any premium and interest on the outstanding notes and the performance and observance of every covenant in the indenture and any paying agency agreement that we would otherwise have to perform or observe;
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•
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immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of ours or any of our subsidiaries as a result of such transaction as having been incurred by us or any of our subsidiaries at the time of such transaction, there will not be any event of default or event which, after notice or lapse of time or both, would become an event of default;
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•
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if, as a result of any such transaction, our property or assets would become subject to a lien which would not be permitted under “—Limitations on Liens,” we or our successor shall take those steps that are necessary to secure all outstanding notes equally and ratably with the indebtedness secured by that lien; and
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•
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we will have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent to the consummation of the particular transaction under the indenture have been complied with.
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•
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any Taxes imposed by the United States, including any Taxes withheld or deducted pursuant to Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (or any amended or successor version of such Sections), any U.S. Treasury regulations promulgated thereunder, any official interpretations thereof or any agreements (including any law implementing any such agreement) entered into in connection with the implementation thereof (collectively, “FATCA”);
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•
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any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant holder or any beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant holder or beneficial owner, if the relevant holder or beneficial owner is an estate, nominee, trust or entity) and a Taxing Jurisdiction (other than the mere receipt of such payment or the ownership or holding of such note outside of the surviving entity’s country of organization);
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•
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any Taxes that are imposed or withheld by reason of the failure by the relevant holder or any beneficial owner of the notes to comply on a timely basis with a written request of the surviving entity addressed to such holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence or identity of such holder or beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, which is required by a statute, treaty, regulation or administrative practice of the applicable Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of withholding or deduction of, all or part of such Taxes;
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•
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any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, duty, assessment or governmental charge;
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•
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any Taxes that are payable other than by deduction or withholding from a payment on or in respect of the notes;
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•
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any Taxes that are withheld or deducted by a paying agent from a payment if the payment could have been made by another paying agent without such withholding or deduction;
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•
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any Taxes that are payable by any person acting as custodian bank or collecting agent on behalf of a holder, or otherwise in any manner which does not constitute a withholding or deduction by the surviving entity, its paying agent, or any successor thereof from payments made by it;
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•
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any Taxes that are payable by reason of a change in law that becomes effective more than 15 days after the relevant payment becomes due and is made available for payment to the holders, unless such Taxes would have been applicable had payment been made within such 15 day period;
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•
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any Taxes that are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income; (ii) any international treaty or understanding relating to such taxation and to which the Taxing Jurisdiction or the European Union is a party or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding; or
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•
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any combination of the Taxes described above.
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•
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we fail to pay interest on any of the notes of that series when due and payable and that failure continues for 30 consecutive days;
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•
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we fail to pay the principal of, or premium, if any, on, any of the notes of that series at its maturity or when otherwise due;
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•
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there is a default (which shall not have been cured or waived) in the payment of any principal of or interest on any of our indebtedness for borrowed money aggregating more than $300 million in principal amount, after giving effect to any applicable grace period, or in the performance of any other term or provision of any of our indebtedness in excess of $300 million in principal amount that results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, and such acceleration is not rescinded or annulled, or such indebtedness has not been discharged, within a period of 15 consecutive days after there has been given written notice specifying such default as provided in the indenture;
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•
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we fail to perform any covenant in the indenture with respect to the notes of that series and that failure continues for 60 consecutive days after we receive written notice as provided in the indenture; or
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•
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certain actions are taken relating to our bankruptcy, insolvency or reorganization or the bankruptcy, insolvency or reorganization of any restricted subsidiary of ours and, in certain circumstances, remain in effect for 60 consecutive days.
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•
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the holder has previously given to the trustee written notice of a continuing event of default with respect to the notes of that series;
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•
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the holders of at least 25% in principal amount of the outstanding notes of that series have made a written request, and offered reasonable indemnity, to the trustee to institute a proceeding as trustee;
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•
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the trustee has failed to institute the requested proceeding within 60 consecutive days after receipt of such notice; and
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•
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the trustee has not received from the holders of at least a majority in principal amount of the outstanding notes of that series a direction inconsistent with the request during that 60-day period.
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•
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change the stated maturity of the principal of, or any installment of interest on, any note;
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•
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reduce the principal of, or rate of interest on, any note;
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•
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reduce any amount payable upon the redemption or purchase at the option of the holder of any note;
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•
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change any place of payment where, or the currency in which, any principal of, or premium, if any, or interest on, any note is payable;
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•
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impair the right to institute suit for the enforcement of any payment on or with respect to any note on or after the stated maturity or redemption date; or
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•
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reduce the percentage in principal amount of outstanding notes the consent of whose holders is required for modification or amendment of the indenture, for waiver of compliance with certain provisions of the indenture or for waiver of certain defaults.
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•
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allow our successor to assume our obligations under the indenture and the notes pursuant to the provisions described above under the heading “—Covenants—Merger, Consolidation and Sale of Assets”;
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•
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add to our covenants for the benefit of the holders of the notes or the trustee, paying agent, security registrar or other agent or similar person or surrender any right or power we have under the indenture;
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•
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add any additional events of default;
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•
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add to or change an provisions of the indenture to the extent necessary to permit or facilitate the issuance of notes in bearer form or in uncertificated form;
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•
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secure the notes and provide for the terms of the release of such security;
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•
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add guarantees with respect to our obligations under the notes and provide for the terms of the release of such guarantees;
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•
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provide for a successor trustee or paying agent with respect to the notes or otherwise change any of the provisions of the indenture as shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one trustee or paying agent;
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•
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provide for the issuance of additional notes to the extent permitted under the indenture;
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•
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provide for a co-issuer with respect to the notes;
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•
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cure any ambiguity, omission, defect or inconsistency, as determined in good faith by us;
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•
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conform the indenture to the description of the notes contained in the prospectus supplement and in the accompanying prospectus pursuant to which the notes were offered;
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•
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comply with the rules and regulations of Euroclear, Clearstream or any other clearing system and the rules and regulations of any securities exchange or automated quotation system on which the notes may be listed or traded; or
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•
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make any other amendment or supplement to the indenture as long as that amendment or supplement does not adversely affect the rights of the holders of any notes in any material respect, as determined in good faith by us.
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•
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either:
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o
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all notes of such series that have been authenticated (except lost, stolen or destroyed notes of such series that have been replaced or paid and notes of such series for whose payment money has theretofore been deposited in trust and thereafter repaid to us) have been delivered to the trustee for cancellation; or
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o
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all notes of such series that have not been delivered to the trustee for cancellation have become due and payable or will become due and payable at their stated maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the trustee and in any case we have deposited with the trustee or a paying agent as trust funds euro, sterling, U.S. dollars or government obligations in an amount sufficient, to pay the entire indebtedness of such notes not delivered to the trustee for cancellation, for principal, premium, if any, and accrued interest to the stated maturity or redemption date;
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•
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we have paid or caused to be paid all other sums payable by us in respect of such series of notes under the indenture; and
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•
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we have delivered an officers’ certificate and an opinion of counsel to the trustee stating that we have satisfied all conditions precedent to satisfaction and discharge of the indenture with respect to such series of notes.
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Employee:
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[FIRST NAME] [LAST NAME]
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Grant Date:
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[GRANT DATE]
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Number of Shares Subject to Award:
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[NUMBER OF SHARES]
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Date Vested:
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2.
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Vesting. Provided that you are an employee as of the applicable date, this Award will vest as indicated in the Award Memorandum, and, subject to any deferral election then in effect, the Shares subject to this Award will be issued as indicated in this Agreement. This Award also may continue to vest following your Retirement (as defined below) as described in Sections 5(a) and (b).
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3.
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Termination of Award. Your Award shall terminate in all events on the earlier of (a) the date upon which vesting is no longer permitted pursuant to Section 5 or (b) your failure to accept the terms of this Agreement, the Award Memorandum and the Plan within the time period and in the manner specified in this Agreement.
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(a)
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Definitions.
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(i)
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“Fiserv” means the Company, its direct and indirect Subsidiaries, affiliated entities, successors, and assigns.
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(ii)
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“Confidential Information” means all trade secrets, Innovations (as defined below), confidential or proprietary business information and data, computer software, and database technologies or technological information, formulae, templates, algorithms, designs, process and systems information, processes, intellectual property rights, marketing plans, client lists and specifications, pricing and cost information and any other confidential information of Fiserv or its clients, vendors or subcontractors that relates to the business of Fiserv or to the business of any client, vendor or subcontractor of Fiserv or any other party with whom Fiserv agrees to hold information in confidence, whether patentable, copyrightable or protectable as a trade secret or not, except: (A) information that is, at the time of disclosure, in the public domain or that is subsequently published or otherwise becomes part of the public domain through no fault of yours; or (B) information that is disclosed by you under order of law or governmental regulation; provided, however, that you agree to notify the General Counsel of Fiserv upon receipt of any request for disclosure as soon as possible prior to any such disclosure so that appropriate safeguards may be maintained.
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(iii)
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“Competing Product or Service” means any product or service that is sold in competition with, or is being developed and that will compete with, a product or service developed, manufactured, or sold by Fiserv. For purposes of this Section 4, Competing Products or Services as to you are limited to products and/or services with respect to which you participated in the development, planning, testing, sale, marketing or evaluation on behalf of Fiserv during any part of your employment with Fiserv, or after the termination of your employment, during any part of the 24 months preceding the termination of your
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(iv)
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“Competitor” means an individual, business or any other entity or enterprise engaged or having publicly announced its intent to engage in the sale or marketing of any Competing Product or Service.
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(v)
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“Innovations” means all developments, improvements, designs, original works of authorship, formulas, processes, software programs, databases, and trade secrets, whether or not patentable, copyrightable or protectable as trade secrets, that you, either by yourself or jointly with others, create, modify, develop, or implement during the period of your employment with Fiserv that relate in any way to Fiserv’s business.
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(vi)
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“Moral Rights” means any rights to claim authorship of a work of authorship, to object to or prevent the modification of any such work of authorship, or to withdraw from circulation or control the publication or distribution of any such work of authorship.
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(vii)
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“Client” means any person, association or entity: (A) for which you directly performed services or for which you supervised others in performing services with Fiserv, during any part of your employment with Fiserv, or after the termination of your employment, during any part of the 24 months preceding the termination of your employment with Fiserv; or (B) about which you have Confidential Information as a result of your employment with Fiserv.
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(viii)
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“Prospective Client” means any client: (A) with which Fiserv was in active business discussions or negotiations at any time during any part of your employment with Fiserv, or after the termination of your employment, during any part of the 24 months preceding the termination of your employment with Fiserv, in which you participated or for which you directly performed services or for which you supervised others in performing services with Fiserv; or (B) about which you have Confidential Information as a result of your employment with Fiserv.
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(b)
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During your employment, Fiserv will provide you with Confidential Information relating to Fiserv, its business and clients, the disclosure or misuse of which would cause severe and irreparable harm to Fiserv. You agree that all Confidential Information is and shall remain the sole and absolute property of Fiserv. Upon the termination of your employment for any reason, you shall immediately return to Fiserv all documents and materials that contain or constitute Confidential Information, in any form whatsoever, including but not limited to, all copies, abstracts, electronic versions, and summaries thereof. You further agree that, without the written consent of the Chief Executive Officer of the Company or, in the case of the Chief Executive Officer of the Company, without the written approval of the Board of Directors of the Company:
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(i)
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You will not disclose, use, copy or duplicate, or otherwise permit the use, disclosure, copying or duplication of any Confidential Information of Fiserv, other than in connection with the authorized activities conducted in the course of your employment with Fiserv. You agree to take all reasonable steps and precautions to prevent any unauthorized disclosure, use, copying or duplication of Confidential Information.
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(ii)
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All Innovations are and shall remain the sole and absolute property of Fiserv. You will provide all assistance requested by Fiserv, at its expense, in the preservation of its interest in any Innovations in any country, and hereby assign and agree to assign to Fiserv all rights, title and interest in and to all worldwide patents, patent applications, copyrights, trade secrets and other intellectual property rights in any Innovation. You also assign and
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(iii)
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Notwithstanding the preceding statements, you understand that, pursuant to 18 U.S.C. §1833(b)(1) and §1833(b)(2):
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(A)
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An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (I) is made (x) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (II) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
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(B)
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An individual who files a lawsuit for retaliation by the Company for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (I) files any document containing the trade secret under seal and (II) does not disclose the trade secret, except pursuant to court order.
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(c)
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You agree that, without the written consent of the Chief Executive Officer of the Company or, in the case of the Chief Executive Officer of the Company, without the written approval of the Board of Directors of the Company, you shall not engage in any of the conduct described in subsections (i) or (ii), below, either directly or indirectly, or as an employee, contractor, consultant, partner, officer, director or stockholder, other than a stockholder of less than 5% of the equities of a publicly traded corporation, or in any other capacity for any person, firm, partnership or corporation:
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(i)
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During the time of your employment with Fiserv, you will not: (A) perform duties as or for a Competitor, Client or Prospective Client of Fiserv (except to the extent required by your employment with Fiserv); or (B) participate in the inducement of or otherwise encourage Fiserv employees, clients, or vendors to currently and/or prospectively breach, modify, or terminate any agreement or relationship they have or had with Fiserv.
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(ii)
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For a period of 12 months following the date of termination of your employment, you will not: (A) perform duties as or for a Competitor, Client or Prospective Client of Fiserv that are the same as or similar to the duties performed by you for Fiserv at any time during any part of the 24 month period preceding the termination of your employment with Fiserv; (B) participate in the inducement of or otherwise encourage Fiserv employees, clients, or vendors to currently and/or prospectively breach, modify, or terminate any agreement or relationship they have or had with Fiserv during any part of the 24 month period preceding the termination of your employment with Fiserv; or (C) participate voluntarily or provide assistance or information to any person or entity either negotiating with Fiserv involving a Competing Product or Service, or concerning a potential or existing business or legal dispute with Fiserv, including, but not limited to, litigation, except as may be required by law.
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(d)
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You acknowledge and agree that compliance with this Section 4 and, if applicable, Section 5(b)(iii)(B) is necessary to protect the Company, and that a breach of any of this Section 4 or Section 5(b)(iii)(B) will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law. In the event of a breach of this Section 4, or any part thereof, the Company, and its successors and assigns, shall be entitled to injunctive relief and to such other and further relief as is proper under the circumstances. The Company may institute and prosecute proceedings in any Court of competent jurisdiction either in law or in equity to obtain damages for any such breach of this Section 4 or Section 5(b)(iii)(B), or to enjoin you from performing services in breach of Section 4. You hereby agree to submit to the jurisdiction of any Court of competent jurisdiction in any disputes that arise under this Agreement.
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(e)
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You further agree that, in the event of your breach of this Section 4 or in accordance with Section 5(b)(iv)(C), the Company shall also be entitled to recover the value of all amounts previously paid or payable and any shares (or the current value of any shares) delivered or deliverable to you pursuant to any Fiserv bonus program, this Agreement, and any other Fiserv plan or arrangement.
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(f)
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You agree that the terms of this Agreement shall survive the termination of your employment with the Company.
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(g)
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YOU HAVE READ THIS SECTION 4 AND SECTION 5(b) AND AGREE THAT THE CONSIDERATION PROVIDED BY THE COMPANY IS FAIR AND REASONABLE AND FURTHER AGREE THAT GIVEN THE IMPORTANCE TO THE COMPANY OF ITS CONFIDENTIAL AND PROPRIETARY INFORMATION, THE POST-EMPLOYMENT RESTRICTIONS ON YOUR ACTIVITIES ARE LIKEWISE FAIR AND REASONABLE.
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(a)
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Vesting. If you cease to be an employee of the Company or any Subsidiary of the Company for any reason (a “Termination Event”), the unvested portion of the Award shall terminate on the date on which such Termination Event occurs; provided that, if the reason for your Termination Event is:
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(i)
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Death or Disability, then the unvested portion of this Award as of the date of your death or Disability, subject to any deferral election then in effect, shall be vested in full;
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(ii)
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Retirement, then the unvested portion of the Award shall continue to vest as described in subsection (b).
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(b)
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Continued Vesting Upon Retirement.
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(i)
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For purposes of this Section 5, “Retirement” means the cessation of service as an employee for any reason other than death, Disability or termination for Cause if:
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(A)
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you are at least 60 years of age and have at least 10 years of continuous service with the Company and its Subsidiaries; and
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(B)
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you have provided for an orderly transition of your duties to a successor, including by: (1) providing notice to the Chief Executive Officer of the Company (or in the case of the Chief Executive Officer, to the Chairman or Lead Director of the Board of Directors of the Company as the case may be) that you are considering retirement sufficiently in advance of your anticipated retirement date; and (2) assisting with the identification and selection of, and transition of your duties to, a successor ((1) and (2) being referred to herein collectively as the “Specified Transition Requirements”).
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(ii)
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After your Retirement, the unvested portion of the Award shall continue to vest on the normal vesting dates indicated in the Award Memorandum as if you had not ceased to be an employee.
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(iii)
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Notwithstanding the foregoing:
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(A)
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If you receive written notification from the Compensation Committee that you failed to satisfy any Specified Transition Requirement, then any portion of the Award that is unvested as of the date of such notification shall terminate as of such date.
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(B)
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In addition to the obligations set forth in Section 4 for the period set forth therein, while any portion of this Award remains unvested and for one year after the last vesting event of any equity award held by you at the time of Retirement (the “Restricted Period”), you may not:
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(1)
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perform work of any kind for a Competitor, including as an employee, board member, consultant or otherwise;
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(2)
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perform work for a non-Competitor other than as permitted by clause (iii)(C) below; or
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(3)
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violate any post-employment covenant applicable to you under any agreement in effect with, or policy of, the Company or any of its Subsidiaries (each of (1)-(3) being a “Post-Retirement Violation”).
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(C)
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During the Restricted Period you may work for a non-Competitor; provided that you may not have a role or responsibilities similar to or greater than those which you had while employed by the Company. For the sake of clarity, work for a non-profit and service as a director for a non-Competitor are expressly permitted.
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(D)
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While this Award is outstanding, as a condition to continued vesting, upon request of the Company, you must certify that you have not engaged in a Post-Retirement Violation and must provide such information as the Company requests in order to verify such certification.
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(iv)
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Without limiting any other provision of this Agreement, including Section 4 as applicable, if a Post-Retirement Violation occurs:
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(A)
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vesting of any unvested portion of the Award shall immediately cease;
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(B)
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any Shares received upon vesting after the Post-Retirement Violation are subject to recoupment (either the actual shares or the current value thereof) if the Post-Retirement Violation was of the nature described in (iii)(B)(2) above;
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(C)
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the remedies available to the Company under Section 4(e), including recoupment of Shares, shall apply if the Post-Retirement Violation was of the nature described in (iii)(B)(1) or (3) above and occurred during the first 12 months following Retirement; and
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(D)
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any Shares received upon vesting after Retirement are subject to recoupment (either the actual shares or the current value thereof) if the Post-Retirement Violation was of the nature described in (iii)(B)(1) or (3) above and occurred after the one-year anniversary of your Retirement.
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(v)
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All determinations regarding whether you have engaged in a Post-Retirement Violation shall be made by the Compensation Committee.
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(vi)
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If you die after Retirement and prior to the date the Award vests in full (and provided that a Post-Retirement Violation has not occurred), then the Award shall become fully vested as of the date of your death.
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(c)
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Change of Control. If a Change of Control of the Company occurs, the provisions of Section 18(c) of the Plan shall apply to this Award. If the successor or purchaser in the Change of Control has assumed the Company’s obligations with respect to this Award or provided a substitute award as contemplated by Section 18(c)(i) of the Plan and, within 12 months following the occurrence of the Change of Control, you are terminated without Cause or you terminate your employment for Good Reason (as hereinafter defined), this Award or such substitute award shall become fully vested, and the provisions of Section 4 shall immediately cease to apply.
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(d)
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Service as Director. For purposes of this Agreement, an employee of the Company, if also serving as a director, will not be deemed to have terminated employment for purposes of this Agreement until his or her service as a director ends, and his or her years of service will be deemed to include years of service as a director.
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(e)
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No Further Obligation. The Company will have no further obligations to you under this Agreement if the Award terminates as provided herein.
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(f)
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Separation Agreement. The provisions of this Section 5 are subject to (and may be amended by) the terms of a written separation agreement entered into between you and the Company or any of its Subsidiaries.
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6.
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Deferral of Restricted Stock Units. If you are eligible to, and properly elect to, defer delivery of all or part of the Shares otherwise issuable under this Award, such deferral will be governed by the Restricted Stock Unit Deferral Election Form executed by you separately from this Agreement.
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7.
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Issuance of Shares. The Company, or its transfer agent, will issue and deliver the Shares to you as soon as practicable after the Award vests (pursuant to the terms hereof) with respect to such Shares, or, if a deferral election was made, at the time specified in the Deferral Election Form; provided that, if the Award vests as a result of a Termination Event resulting from your Disability after you become Retirement-eligible, then the Shares will be delivered upon the next scheduled vesting date after your separation from service within the meaning of Code Section 409A. If you die before the Company has distributed any portion of the vested Shares, the Company will issue the Shares to your estate or in accordance with applicable laws of descent and distribution. The Shares will be issued and delivered in book entry form, and the Company will not be liable for damages relating to any delays in making an appropriate book entry or any mistakes or errors in the making of the book entry; provided that the Company shall correct any errors caused by it. Any such book entry will be subject to such stop transfer orders and other restrictions as the Company may deem advisable under (a) the Plan and any agreement between you and the Company with respect to this Award or the Shares, (b) any applicable federal or state laws and (c) the rules, regulations and other requirements of the Securities and Exchange Commission (“SEC”) or any stock exchange upon which the Shares are listed. The Company may cause an appropriate book entry notation to be made with respect to the Shares to reference any of the foregoing restrictions.
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8.
|
Non-Transferability of Award. Except as provided in the Plan, this Agreement and the Award Memorandum, until the Shares have been issued under this Award, this Award and the Shares issuable hereunder and the rights and privileges conferred hereby may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (by operation of law or otherwise). Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Award, or of any right or privilege conferred hereby, contrary to the provisions of the Plan or of this Agreement, or upon any attempted sale under any execution, attachment or similar process upon the rights and privileges conferred hereby, this Award and the rights and privileges conferred hereby shall immediately become null and void.
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9.
|
Conditions to Issuance of Shares. The Shares issued to you hereunder may be either previously authorized but unissued shares or issued shares which have been reacquired by the Company. The Company shall not be required to issue any Shares hereunder prior to fulfillment of all of the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Shares under any state or federal law or under the rulings or regulations of the SEC or any other governmental regulatory body, which the compensation committee of the Board of Directors (the “Compensation Committee”) shall, in its discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency, which the Compensation Committee shall, in its discretion, determine to be necessary or advisable; (d) the lapse of such reasonable period of time following the date of vesting of the Award or the payment event specified in a deferral election as the Compensation Committee may establish from time to time for reasons of administrative convenience (provided that any such period shall be in compliance with Code Section 409A); and (e) your acceptance of the terms and conditions of this Agreement, the Award Memorandum and the Plan within the time period and in the manner specified in this Agreement.
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10.
|
Dividends; No Rights as Shareholder. If the Company declares a cash dividend and the dividend record date occurs prior to the date the Award vests, you will be credited with an additional number of Restricted Stock Units on the date the cash dividends are paid to the Company shareholders equal to
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11.
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Addresses for Notices. Any notice to be given to the Company under the terms of this Agreement shall be addressed to the Company as follows: Corporate Secretary, Fiserv, Inc., 255 Fiserv Drive, Brookfield, WI 53045, or at such other address as the Company may hereafter designate in writing. Any notice to be given to you shall be addressed to you at the address set forth in the Company’s records from time to time.
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12.
|
Captions; Agreement Severable. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement. In the event that any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.
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13.
|
Securities and Tax Representations.
|
(a)
|
You acknowledge receipt of the prospectus under the Registration Statement on Form S-8 with respect to the Plan filed by the Company with the SEC. You represent and agree that you will comply with all applicable laws and Company policies relating to the Plan, this Agreement and any disposition of Shares and that upon the acquisition of any Shares subject to this Award, you will make or enter into such written representations, warranties and agreements as the Company may reasonably request to comply with applicable securities laws or this Agreement.
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(b)
|
You represent and warrant that you understand the federal, state and local income and employment tax consequences associated with the granting of the Award, the vesting of the Award, the deferral of all or a portion of the Shares otherwise issuable upon vesting of the Award, and the subsequent sale or other disposition of any Shares. You understand and agree that when this Award vests and Shares are issued, and you thereby realize gross income (if any) taxable as compensation in respect of such vesting or issuance, the Company will be required to withhold federal, state and local taxes on the full amount of the compensation income realized by you and may also be required to withhold other amounts as a result of such vesting. You also understand and agree that the Company may be required to withhold certain payroll taxes in connection with your Retirement or your termination due to Disability prior to the issuance of Shares. You hereby agree to provide the Company with cash funds or Shares equal in value to the federal, state and local payroll and income taxes and other amounts required to be withheld by the Company or its Subsidiary in respect of any compensation income or wages in relation to the Award or make other arrangements satisfactory to the Company regarding such amounts, which may include deduction of such taxes from other wages owed to you by the Company or its Subsidiaries. All matters with respect to the total amount to be withheld shall be determined by the Company in its sole discretion.
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14.
|
Market Stand-Off. The Company reserves the right to impose restrictions on dispositions in connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended. Upon receipt of written notice from the Company of a trading restriction, you agree that you shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise
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15.
|
General Provisions.
|
(a)
|
None of the Plan, this Agreement or the Award Memorandum confers upon you any right to continue to be employed by the Company or any Subsidiary of the Company or limits in any respect any right of the Company or any Subsidiary of the Company to terminate your employment at any time, without liability.
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(b)
|
This Agreement, the Award Memorandum, the Plan and the Restricted Stock Unit Deferral Election Form, if any, contain the entire agreement between the Company and you relating to the Award and the Shares and supersede all prior agreements or understandings relating thereto.
|
(c)
|
This Agreement and the Award Memorandum may only be modified, amended or cancelled as provided in the Plan.
|
(d)
|
If any one or more provisions of this Agreement or the Award Memorandum is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
|
(e)
|
Any remedies available to the Company under the Plan or this Agreement are cumulative and are in addition to, and are not affected by, the other rights and remedies available to the Company under the Plan, this Agreement, by law or otherwise.
|
(f)
|
This Agreement and the Award Memorandum shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to conflict of law provisions.
|
(g)
|
The Company agrees, and you agree, to be subject to and bound by all of the terms and conditions of the Plan. The Prospectus for the Plan is accessible on the Company’s administrative agent’s website (www.netbenefits.fidelity.com) in the “forms library” and a paper copy is available upon request.
|
(h)
|
This Agreement and the Award Memorandum shall be binding upon and inure to the benefit of any successor or assign of the Company and to any heir, distributee, executor, administrator or legal representative entitled by law to your rights hereunder.
|
(i)
|
You understand that, under the terms of the Plan, this Agreement and the Award Memorandum, the Company may cancel or rescind this Award and/or the Shares in certain circumstances.
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|
|
|
Employee:
|
|
[FIRST NAME] [LAST NAME]
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|
|
|
Grant Date:
|
|
[GRANT DATE]
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|
|
|
Number of Shares Subject to Award:
|
|
[NUMBER OF SHARES]
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|
|
|
Date Vested:
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|
|
|
|
|
|
|
|
|
|
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2.
|
Vesting. Provided that you are an employee as of the applicable date, this Award will vest as indicated in the Award Memorandum, and, subject to any deferral election then in effect, the Shares subject to this Award will be issued as indicated in this Agreement. This Award also may continue to vest following your Retirement (as defined below) as described in Sections 5(a) and (b).
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3.
|
Termination of Award. Your Award shall terminate in all events on the earlier of (a) the date upon which vesting is no longer permitted pursuant to Section 5 or (b) your failure to accept the terms of this Agreement, the Award Memorandum and the Plan within the time period and in the manner specified in this Agreement.
|
(a)
|
Definitions.
|
(i)
|
“Fiserv” means the Company, its direct and indirect Subsidiaries, affiliated entities, successors, and assigns.
|
(ii)
|
“Confidential Information” means all trade secrets, Innovations (as defined below), confidential or proprietary business information and data, computer software, and database technologies or technological information, formulae, templates, algorithms, designs, process and systems information, processes, intellectual property rights, marketing plans, client lists and specifications, pricing and cost information and any other confidential information of Fiserv or its clients, vendors or subcontractors that relates to the business of Fiserv or to the business of any client, vendor or subcontractor of Fiserv or any other party with whom Fiserv agrees to hold information in confidence, whether patentable, copyrightable or protectable as a trade secret or not, except: (A) information that is, at the time of disclosure, in the public domain or that is subsequently published or otherwise becomes part of the public domain through no fault of yours; or (B) information that is disclosed by you under order of law or governmental regulation; provided, however, that you agree to notify the General Counsel of Fiserv upon receipt of any request for disclosure as soon as possible prior to any such disclosure so that appropriate safeguards may be maintained.
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(iii)
|
“Competing Product or Service” means any product or service that is sold in competition with, or is being developed and that will compete with, a product or service developed, manufactured, or sold by Fiserv. For purposes of this Section 4, Competing Products or Services as to you are limited to products and/or services with respect to which you participated in the development, planning, testing, sale, marketing or evaluation on behalf of Fiserv during any part of your employment with Fiserv, or after the termination of your employment, during any part of the 24 months preceding the termination of your employment with Fiserv, or for which you supervised one or more Fiserv employees, units, divisions or departments in doing so.
|
(iv)
|
“Competitor” means an individual, business or any other entity or enterprise engaged or having publicly announced its intent to engage in the sale or marketing of any Competing Product or Service.
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(v)
|
“Innovations” means all developments, improvements, designs, original works of authorship, formulas, processes, software programs, databases, and trade secrets, whether or not patentable, copyrightable or protectable as trade secrets, that you, either by yourself or jointly with others, create, modify, develop, or implement during the period of your employment with Fiserv that relate in any way to Fiserv’s business.
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(vi)
|
“Moral Rights” means any rights to claim authorship of a work of authorship, to object to or prevent the modification of any such work of authorship, or to withdraw from circulation or control the publication or distribution of any such work of authorship.
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(vii)
|
“Client” means any person, association or entity: (A) for which you directly performed services or for which you supervised others in performing services with Fiserv, during any part of your employment with Fiserv, or after the termination of your employment, during any part of the 24 months preceding the termination of your employment with Fiserv; or (B) about which you have Confidential Information as a result of your employment with Fiserv.
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(viii)
|
“Prospective Client” means any client: (A) with which Fiserv was in active business discussions or negotiations at any time during any part of your employment with Fiserv, or after the termination of your employment, during any part of the 24 months preceding the termination of your employment with Fiserv, in which you participated or for which you directly performed services or for which you supervised others in performing services with Fiserv; or (B) about which you have Confidential Information as a result of your employment with Fiserv.
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(b)
|
During your employment, Fiserv will provide you with Confidential Information relating to Fiserv, its business and clients, the disclosure or misuse of which would cause severe and irreparable harm to Fiserv. You agree that all Confidential Information is and shall remain the sole and absolute property of Fiserv. Upon the termination of your employment for any reason, you shall immediately return to Fiserv all documents and materials that contain or constitute Confidential Information, in any form whatsoever, including but not limited to, all copies, abstracts, electronic versions, and summaries thereof. You further agree that, without the written consent of the Chief Executive Officer of the Company or, in the case of the Chief Executive Officer of the Company, without the written approval of the Board of Directors of the Company:
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(i)
|
You will not disclose, use, copy or duplicate, or otherwise permit the use, disclosure, copying or duplication of any Confidential Information of Fiserv, other than in connection with the authorized activities conducted in the course of your employment with Fiserv. You agree to take all reasonable steps and precautions to prevent any unauthorized disclosure, use, copying or duplication of Confidential Information.
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(ii)
|
All Innovations are and shall remain the sole and absolute property of Fiserv. You will provide all assistance requested by Fiserv, at its expense, in the preservation of its interest in any Innovations in any country, and hereby assign and agree to assign to Fiserv all rights, title and interest in and to all worldwide patents, patent applications, copyrights, trade secrets and other intellectual property rights in any Innovation. You also assign and agree to assign to Fiserv, or, where applicable, to waive, which waiver shall inure to the benefit of Fiserv and its assigns, all Moral Rights in any Innovation.
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(iii)
|
Notwithstanding the preceding statements, you understand that, pursuant to 18 U.S.C. §1833(b)(1) and §1833(b)(2):
|
(A)
|
An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (I) is made (x) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (II) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
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(B)
|
An individual who files a lawsuit for retaliation by the Company for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (I) files any document containing the trade secret under seal and (II) does not disclose the trade secret, except pursuant to court order.
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(c)
|
You agree that, without the written consent of the Chief Executive Officer of the Company or, in the case of the Chief Executive Officer of the Company, without the written approval of the Board of Directors of the Company, you shall not engage in any of the conduct described in subsections (i) or (ii), below, either directly or indirectly, or as an employee, contractor, consultant, partner, officer, director or stockholder, other than a stockholder of less than 5% of the equities of a publicly traded corporation, or in any other capacity for any person, firm, partnership or corporation:
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(i)
|
During the time of your employment with Fiserv, you will not: (A) perform duties as or for a Competitor, Client or Prospective Client of Fiserv (except to the extent required by your employment with Fiserv); or (B) participate in the inducement of or otherwise encourage Fiserv employees, clients, or vendors to currently and/or prospectively breach, modify, or terminate any agreement or relationship they have or had with Fiserv.
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(ii)
|
For a period of 12 months following the date of termination of your employment, you will not: (A) perform duties as or for a Competitor, Client or Prospective Client of Fiserv that are the same as or similar to the duties performed by you for Fiserv at any time during any part of the 24 month period preceding the termination of your employment with Fiserv; (B) participate in the inducement of or otherwise encourage Fiserv employees, clients, or vendors to currently and/or prospectively breach, modify, or terminate any agreement or relationship they have or had with Fiserv during any part of the 24 month period preceding the termination of your employment with Fiserv; or (C) participate voluntarily or provide assistance or information to any person or entity either negotiating with Fiserv involving a Competing Product or Service, or concerning a potential or existing business or legal dispute with Fiserv, including, but not limited to, litigation, except as may be required by law.
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(d)
|
You acknowledge and agree that compliance with this Section 4 and, if applicable, Section 5(b)(iii) is necessary to protect the Company, and that a breach of any of this Section 4 or Section 5(b)(iii) will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law. In the event of a breach of this Section 4, or any part thereof, the Company, and its successors and assigns, shall be entitled to injunctive relief and to such other and further relief as is proper under the circumstances. The Company may institute and prosecute proceedings in any Court of competent jurisdiction either in law or in equity to obtain damages for any such breach of this Section 4 or Section 5(b)(iii), or to enjoin you from performing services in breach of Section 4. You hereby agree to submit to the jurisdiction of any Court of competent jurisdiction in any disputes that arise under this Agreement.
|
(e)
|
You further agree that, in the event of your breach of this Section 4 or in accordance with Section 5(b)(vi)(C), the Company shall also be entitled to recover the value of all amounts previously paid or payable and any shares (or the current value of any shares) delivered or deliverable to you pursuant to any Fiserv bonus program, this Agreement, and any other Fiserv plan or arrangement.
|
(f)
|
You agree that the terms of this Agreement shall survive the termination of your employment with the Company.
|
(g)
|
YOU HAVE READ THIS SECTION 4 AND SECTION 5(b) AND AGREE THAT THE CONSIDERATION PROVIDED BY THE COMPANY IS FAIR AND REASONABLE AND FURTHER AGREE THAT GIVEN THE IMPORTANCE TO THE COMPANY OF ITS CONFIDENTIAL AND PROPRIETARY INFORMATION, THE POST-EMPLOYMENT RESTRICTIONS ON YOUR ACTIVITIES ARE LIKEWISE FAIR AND REASONABLE.
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(a)
|
Vesting. If you cease to be an employee of the Company or any Subsidiary of the Company for any reason (a “Termination Event”), the unvested portion of the Award shall terminate on the date on which such Termination Event occurs; provided that, if the reason for your Termination Event is:
|
(i)
|
Death or Disability, then the unvested portion of this Award as of the date of your death or Disability, subject to any deferral election then in effect, shall be vested in full;
|
(ii)
|
Retirement, then the unvested portion of the Award shall continue to vest as described in subsection (b).
|
(b)
|
Continued Vesting Upon Retirement.
|
(i)
|
For purposes of this Section 5, “Retirement” means the cessation of service as an employee for any reason other than death, Disability or termination for Cause if:
|
(A)
|
you are at least 60 years of age and have at least 10 years of continuous service with the Company and its Subsidiaries; and
|
(B)
|
you have provided advance notice of your retirement as described below, unless a shorter period is approved by the Company’s Chief Executive Officer, Chief Human Resources Officer or their respective designees:
|
(1)
|
If you are employed at the Vice President level or below, you have provided at least 6 months’ advance notice of your retirement; or
|
(2)
|
If you are employed at the Senior Vice President level or above, you have provided at least 12 months’ advance notice of your retirement.
|
(ii)
|
After your Retirement, the unvested portion of the Award shall continue to vest on the normal vesting dates indicated in the Award Memorandum as if you had not ceased to be an employee.
|
(iii)
|
If you are employed at the Director level or higher as of the date of your Retirement, in addition to the obligations set forth in Section 4 for the period set forth therein, while any portion of this Award remains unvested and for one year after the last vesting event of any equity award held by you at the time of Retirement (the “Restricted Period”), you may not:
|
(1)
|
perform work of any kind for a Competitor, including as an employee, board member, consultant or otherwise;
|
(2)
|
perform work for a non-Competitor other than as permitted by clause (iv) below; or
|
(3)
|
violate any post-employment covenant applicable to you under any agreement in effect with, or policy of, the Company or any of its Subsidiaries (each of (1)-(3) being a “Post-Retirement Violation”).
|
(iv)
|
During the Restricted Period you may work for a non-Competitor; provided that you may not have a role or responsibilities similar to or greater than those which you had while employed by the Company. For the sake of clarity, work for a non-profit and service as a director for a non-Competitor are expressly permitted.
|
(v)
|
While this Award is outstanding, as a condition to continued vesting, upon request of the Company, you must certify that you have not engaged in a Post-Retirement Violation and must provide such information as the Company requests in order to verify such certification.
|
(vi)
|
Without limiting any other provision of this Agreement, including Section 4 as applicable, if a Post-Retirement Violation occurs:
|
(A)
|
vesting of any unvested portion of the Award shall immediately cease;
|
(B)
|
any Shares received upon vesting after the Post-Retirement Violation are subject to recoupment (either the actual shares or the current value thereof) if the Post-Retirement Violation was of the nature described in (iii)(2) above;
|
(C)
|
the remedies available to the Company under Section 4(e), including recoupment of Shares, shall apply if the Post-Retirement Violation was of the nature described in (iii)(1) or (3) above and occurred during the first 12 months following Retirement; and
|
(D)
|
any Shares received upon vesting after Retirement are subject to recoupment (either the actual shares or the current value thereof) if the Post-Retirement Violation was of the nature described in (iii)(1) or (3) above and occurred after the one-year anniversary of your Retirement.
|
(vii)
|
All determinations regarding whether you have engaged in a Post-Retirement Violation shall be made by the Compensation Committee.
|
(viii)
|
If you die after Retirement and prior to the date the Award vests in full (and provided that a Post-Retirement Violation has not occurred), then the Award shall become fully vested as of the date of your death.
|
(c)
|
Change of Control. If a Change of Control of the Company occurs, the provisions of Section 18(c) of the Plan shall apply to this Award. If the successor or purchaser in the Change of Control has assumed the Company’s obligations with respect to this Award or provided a substitute award as contemplated by Section 18(c)(i) of the Plan and, within 12 months following the occurrence of the Change of Control, you are terminated without Cause or you terminate your employment for Good Reason (as hereinafter defined), this Award or such substitute award shall become fully vested, and the provisions of Section 4 shall immediately cease to apply.
|
(d)
|
Service as Director. For purposes of this Agreement, an employee of the Company, if also serving as a director, will not be deemed to have terminated employment for purposes of this Agreement until his or her service as a director ends, and his or her years of service will be deemed to include years of service as a director.
|
(e)
|
No Further Obligation. The Company will have no further obligations to you under this Agreement if the Award terminates as provided herein.
|
(f)
|
Separation Agreement. The provisions of this Section 5 are subject to (and may be amended by) the terms of a written separation agreement entered into between you and the Company or any of its Subsidiaries.
|
6.
|
Deferral of Restricted Stock Units. If you are eligible to, and properly elect to, defer delivery of all or part of the Shares otherwise issuable under this Award, such deferral will be governed by the Restricted Stock Unit Deferral Election Form executed by you separately from this Agreement.
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7.
|
Issuance of Shares. The Company, or its transfer agent, will issue and deliver the Shares to you as soon as practicable after the Award vests (pursuant to the terms hereof) with respect to such Shares, or, if a deferral election was made, at the time specified in the Deferral Election Form; provided that, if the Award vests as a result of a Termination Event resulting from your Disability after you become Retirement-eligible, then the Shares will be delivered upon the next scheduled vesting date after your separation from service within the meaning of Code Section 409A. If you die before the Company has distributed any portion of the vested Shares, the Company will issue the Shares to your estate or in accordance with applicable laws of descent and distribution. The Shares will be issued and delivered in book entry form, and the Company will not be liable for damages relating to any delays in making an appropriate book entry or any mistakes or errors in the making of the book entry; provided that the Company shall correct any errors caused by it. Any such book entry will be subject to such stop transfer orders and other restrictions as the Company may deem advisable under (a) the Plan and any agreement between you and the Company with respect to this Award or the Shares, (b) any applicable federal or state laws and (c) the rules, regulations and other requirements of the Securities and Exchange Commission (“SEC”) or any stock exchange upon which the Shares are listed. The Company may cause an appropriate book entry notation to be made with respect to the Shares to reference any of the foregoing restrictions.
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8.
|
Non-Transferability of Award. Except as provided in the Plan, this Agreement and the Award Memorandum, until the Shares have been issued under this Award, this Award and the Shares issuable hereunder and the rights and privileges conferred hereby may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (by operation of law or otherwise). Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Award, or of any right or privilege conferred hereby, contrary to the provisions of the Plan or of this Agreement, or upon any attempted sale under any execution, attachment or similar process upon the rights and privileges conferred hereby, this Award and the rights and privileges conferred hereby shall immediately become null and void.
|
9.
|
Conditions to Issuance of Shares. The Shares issued to you hereunder may be either previously authorized but unissued shares or issued shares which have been reacquired by the Company. The Company shall not be required to issue any Shares hereunder prior to fulfillment of all of the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Shares under any state or federal law or under the rulings or regulations of the SEC or any other governmental regulatory body, which the compensation committee of the Board of Directors (the “Compensation Committee”) shall, in its discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency, which the Compensation Committee shall, in its discretion, determine to be necessary or advisable; (d) the lapse of such reasonable period of time following the date of vesting of the Award or the payment event specified in a deferral election as the Compensation Committee may establish from time to time for reasons of administrative convenience (provided that any such period shall be in compliance with Code Section 409A); and (e) your acceptance of the terms and conditions of this Agreement, the Award Memorandum and the Plan within the time period and in the manner specified in this Agreement.
|
10.
|
Dividends; No Rights as Shareholder. If the Company declares a cash dividend and the dividend record date occurs prior to the date the Award vests, you will be credited with an additional number of Restricted Stock Units on the date the cash dividends are paid to the Company shareholders equal to (a) the amount of cash dividends payable with respect to a number of shares of stock equal to your Restricted Stock Units divided by (b) the Fair Market Value of a Share on the date the dividend is paid. These additional Restricted Stock Units will be subject to the same terms and conditions as the Restricted Stock Units with respect to which the dividend equivalents were credited. Until this Award vests and the Shares are issued to you, you shall have no rights as a shareholder of the Company with respect to the Shares. Specifically, you understand and agree that you do not have voting rights or, except as provided in this Section 10, the right to receive dividends or any other distributions paid with respect to shares of Company common stock by virtue of this Award or the Shares subject hereto.
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11.
|
Addresses for Notices. Any notice to be given to the Company under the terms of this Agreement shall be addressed to the Company as follows: Corporate Secretary, Fiserv, Inc., 255 Fiserv Drive, Brookfield, WI 53045, or at such other address as the Company may hereafter designate in writing. Any notice to be given to you shall be addressed to you at the address set forth in the Company’s records from time to time.
|
12.
|
Captions; Agreement Severable. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement. In the event that any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.
|
13.
|
Securities and Tax Representations.
|
(a)
|
You acknowledge receipt of the prospectus under the Registration Statement on Form S-8 with respect to the Plan filed by the Company with the SEC. You represent and agree that you will comply with all applicable laws and Company policies relating to the Plan, this Agreement and any disposition of Shares and that upon the acquisition of any Shares subject to this Award, you will make or enter into such written representations, warranties and agreements as the Company may reasonably request to comply with applicable securities laws or this Agreement.
|
(b)
|
You represent and warrant that you understand the federal, state and local income and employment tax consequences associated with the granting of the Award, the vesting of the Award, the deferral of all or a portion of the Shares otherwise issuable upon vesting of the Award, and the subsequent sale or other disposition of any Shares. You understand and agree that when this Award vests and Shares are issued, and you thereby realize gross income (if any) taxable as compensation in respect of such vesting or issuance, the Company will be required to withhold federal, state and local taxes on the full amount of the compensation income realized by you and may also be required to withhold other amounts as a result of such vesting. You also understand and agree that the Company may be required to withhold certain payroll taxes in connection with your Retirement or your termination due to Disability prior to the issuance of Shares. You hereby agree to provide the Company with cash funds or Shares equal in value to the federal, state and local payroll and income taxes and other amounts required to be withheld by the Company or its Subsidiary in respect of any compensation income or wages in relation to the Award or make other arrangements satisfactory to the Company regarding such amounts, which may include deduction of such taxes from other wages owed to you by the Company or its Subsidiaries. All matters with respect to the total amount to be withheld shall be determined by the Company in its sole discretion.
|
14.
|
Market Stand-Off. The Company reserves the right to impose restrictions on dispositions in connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended. Upon receipt of written notice from the Company of a trading restriction, you agree that you shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Award without the prior written consent of the Company. Such restriction shall be in effect for such period of time following the date of the final prospectus for the offering as may be determined by the Company. In no event, however, shall such period exceed one hundred eighty (180) days.
|
15.
|
General Provisions.
|
(a)
|
None of the Plan, this Agreement or the Award Memorandum confers upon you any right to continue to be employed by the Company or any Subsidiary of the Company or limits in any respect any right of the Company or any Subsidiary of the Company to terminate your employment at any time, without liability.
|
(b)
|
This Agreement, the Award Memorandum, the Plan and the Restricted Stock Unit Deferral Election Form, if any, contain the entire agreement between the Company and you relating to the Award and the Shares and supersede all prior agreements or understandings relating thereto.
|
(c)
|
This Agreement and the Award Memorandum may only be modified, amended or cancelled as provided in the Plan.
|
(d)
|
If any one or more provisions of this Agreement or the Award Memorandum is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
|
(e)
|
Any remedies available to the Company under the Plan or this Agreement are cumulative and are in addition to, and are not affected by, the other rights and remedies available to the Company under the Plan, this Agreement, by law or otherwise.
|
(f)
|
This Agreement and the Award Memorandum shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to conflict of law provisions.
|
(g)
|
The Company agrees, and you agree, to be subject to and bound by all of the terms and conditions of the Plan. The Prospectus for the Plan is accessible on the Company’s administrative agent’s website (www.netbenefits.fidelity.com) in the “forms library” and a paper copy is available upon request.
|
(h)
|
This Agreement and the Award Memorandum shall be binding upon and inure to the benefit of any successor or assign of the Company and to any heir, distributee, executor, administrator or legal representative entitled by law to your rights hereunder.
|
(i)
|
You understand that, under the terms of the Plan, this Agreement and the Award Memorandum, the Company may cancel or rescind this Award and/or the Shares in certain circumstances.
|
Number of Options
|
Date Exercisable
|
|
|
|
|
|
|
1.
|
Grant Date; Type of Option. The Option is granted to you on the Grant Date set forth in the Award Memorandum. If the Option is designated as a “non-qualified stock option” in the Award Memorandum, then the Option will not be treated by you or the Company as an incentive stock option as defined in Section 422 of the Code. If the Option is designated as an “incentive stock option” in the Award Memorandum, then the Option is intended to satisfy the requirements of Section 422 of the Code.
|
2.
|
Termination of Option. Your right to exercise the Option and to purchase the Option Shares shall expire and terminate in all events on the earliest of (a) the Expiration Date set forth in the Award Memorandum or (b) the date upon which exercise is no longer permitted pursuant to Section 7 or (c) your failure to accept the terms of this Agreement, the Award Memorandum and the Plan within the time period and in the manner specified in this Agreement.
|
3.
|
Exercise Price. The purchase price to be paid upon the exercise of the Option will be the Exercise Price Per Option Share set forth in the Award Memorandum.
|
4.
|
Vesting; Provisions Relating to Exercise. Once you become entitled to exercise any part of the Option (and to purchase Option Shares) pursuant to the vesting schedule set forth in the Award Memorandum, that right will continue until the date on which the Option expires and terminates. The right to purchase Option Shares under the Option is cumulative, so that if the full number of Option Shares is not purchased in a single transaction, the balance may be purchased at any time or from time to time thereafter during the term of the Option. The Administrator, in its sole discretion, may at any time accelerate the time at which the Option becomes exercisable by you with respect to any Option Shares. The Company may cancel, rescind, suspend, withhold or otherwise limit or restrict any unexpired, unpaid or deferred part of the Option at any time if you are not in compliance with all applicable provisions of this Agreement, the Award Memorandum and the Plan.
|
5.
|
Confidential Information, Non-Competition, and Related Covenants.
|
(a)
|
Definitions.
|
(i)
|
“Fiserv” means the Company, its direct and indirect Subsidiaries, affiliated entities, successors, and assigns.
|
(ii)
|
“Confidential Information” means all trade secrets, Innovations (as defined below), confidential or proprietary business information and data, computer software, and database technologies or technological information, formulae, templates, algorithms, designs, process and systems information, processes, intellectual property rights, marketing plans, client lists and specifications, pricing and cost information and any other confidential information of Fiserv or its clients, vendors or subcontractors that relates to the business of Fiserv or to the business of any client, vendor or subcontractor of Fiserv or any other party with whom Fiserv agrees to hold information in confidence, whether patentable, copyrightable or protectable as a trade secret or not, except: (A) information that is, at the time of disclosure, in the public domain or that is subsequently published or otherwise becomes part of the public domain through no fault of yours; or (B) information that is disclosed by you under order of law or governmental regulation; provided, however, that you agree to notify the General Counsel of Fiserv upon receipt of any request for disclosure as soon as possible prior to any such disclosure so that appropriate safeguards may be maintained.
|
(iii)
|
“Competing Product or Service” means any product or service that is sold in competition with, or is being developed and that will compete with, a product or service developed, manufactured, or sold by Fiserv. For purposes of this Section 5, Competing Products or Services as to you are limited to products and/or services with respect to which you participated in the development, planning, testing, sale, marketing or evaluation on behalf of Fiserv during any part of your employment with Fiserv, or after the termination of your employment, during any part of the 24 months preceding the termination of your employment with Fiserv, or for which you supervised one or more Fiserv employees, units, divisions or departments in doing so.
|
(iv)
|
“Competitor” means an individual, business or any other entity or enterprise engaged or having publicly announced its intent to engage in the sale or marketing of any Competing Product or Service.
|
(v)
|
“Innovations” means all developments, improvements, designs, original works of authorship, formulas, processes, software programs, databases, and trade secrets, whether or not patentable, copyrightable or protectable as trade secrets, that you, either by yourself or jointly with others, create, modify, develop, or implement during the period of your employment with Fiserv that relate in any way to Fiserv’s business.
|
(vi)
|
“Moral Rights” means any rights to claim authorship of a work of authorship, to object to or prevent the modification of any such work of authorship, or to withdraw from circulation or control the publication or distribution of any such work of authorship.
|
(vii)
|
“Client” means any person, association or entity: (A) for which you directly performed services or for which you supervised others in performing services with Fiserv, during any part of your employment with Fiserv, or after the termination of your employment, during any part of the 24 months preceding the termination of your employment with Fiserv; or (B) about which you have Confidential Information as a result of your employment with Fiserv.
|
(viii)
|
“Prospective Client” means any client: (A) with which Fiserv was in active business discussions or negotiations at any time during any part of your employment with Fiserv, or after the termination of your employment, during any part of the 24 months preceding the termination of your employment with Fiserv, in which you participated or for which you directly performed services or for which you supervised others in performing services with Fiserv; or (B) about which you have Confidential Information as a result of your employment with Fiserv.
|
(b)
|
During your employment, Fiserv will provide you with Confidential Information relating to Fiserv, its business and clients, the disclosure or misuse of which would cause severe and irreparable harm to Fiserv. You agree that all Confidential Information is and shall remain the sole and absolute property of Fiserv. Upon the termination of your employment for any reason, you shall immediately return to Fiserv all documents and materials that contain or constitute Confidential Information, in any form whatsoever, including but not limited to, all copies, abstracts, electronic versions, and summaries thereof. You further agree that, without the written consent of the Chief Executive Officer of the Company or, in the case of the Chief Executive Officer of the Company, without the written approval of the Board of Directors of the Company:
|
(i)
|
You will not disclose, use, copy or duplicate, or otherwise permit the use, disclosure, copying or duplication of any Confidential Information of Fiserv, other than in connection with the authorized activities conducted in the course of your employment with Fiserv. You agree to take all reasonable steps and precautions to prevent any unauthorized disclosure, use, copying or duplication of Confidential Information.
|
(ii)
|
All Innovations are and shall remain the sole and absolute property of Fiserv. You will provide all assistance requested by Fiserv, at its expense, in the preservation of its interest in any Innovations in any country, and hereby assign and agree to assign to Fiserv all rights, title and interest in and to all worldwide patents, patent applications, copyrights, trade secrets and other intellectual property rights in any Innovation. You also assign and agree to assign to Fiserv, or where applicable, to waive, which waiver shall inure to the benefit of Fiserv and its assigns, all Moral Rights in any Innovation.
|
(iii)
|
Notwithstanding the preceding statements, you understand that, pursuant to 18 U.S.C. §1833(b)(1) and §1833(b)(2):
|
(A)
|
An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (I) is made (x) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (II) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
|
(B)
|
An individual who files a lawsuit for retaliation by the Company for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (I) files any document containing the trade secret under seal and (II) does not disclose the trade secret, except pursuant to court order.
|
(c)
|
You agree that, without the written consent of the Chief Executive Officer of the Company or, in the case of the Chief Executive Officer of the Company, without the written approval of the Board of Directors of the Company, you shall not engage in any of the conduct described in subsections (i) or (ii), below, either directly or indirectly, or as an employee, contractor, consultant, partner, officer, director or stockholder, other than a stockholder of less than 5% of the equities of a publicly traded corporation, or in any other capacity for any person, firm, partnership or corporation:
|
(i)
|
During the time of your employment with Fiserv, you will not: (A) perform duties as or for a Competitor, Client or Prospective Client of Fiserv (except to the extent required by your employment with Fiserv); or (B) participate in the inducement of or otherwise encourage Fiserv employees, clients, or vendors to currently and/or prospectively breach, modify, or terminate any agreement or relationship they have or had with Fiserv.
|
(ii)
|
For a period of 12 months following the date of termination of your employment, you will not: (A) perform duties as or for a Competitor, Client or Prospective Client of Fiserv that are the same as or similar to the duties performed by you for Fiserv at any time during any part of the 24 month period preceding the termination of your employment with Fiserv; (B) participate in the inducement of or otherwise encourage Fiserv employees, clients, or vendors to currently and/or prospectively breach, modify, or terminate any agreement or relationship they have or had with Fiserv during any part of the 24 month period preceding the termination of your employment with Fiserv; or (C) participate voluntarily or provide assistance or information to any person or entity either negotiating with Fiserv involving a Competing Product or Service, or concerning a potential or existing business or legal dispute with Fiserv, including, but not limited to, litigation, except as may be required by law.
|
(d)
|
You acknowledge and agree that compliance with this Section 5 and, if applicable, Section 7(b)(iii)(B) is necessary to protect the Company, and that a breach of any of this Section 5 or Section 7(b)(iii)(B) will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law. In the event of a breach of this Section 5, or any part thereof, the Company, and its successors and assigns, shall be entitled to injunctive relief and to such other and further relief as is proper under the circumstances. The Company may institute and prosecute proceedings in any Court of competent jurisdiction either in law or in equity to obtain damages for any such breach of this Section 5 or Section 7(b)(iii)(B), or to enjoin you from performing services in breach of Section 5. You hereby agree to submit to the jurisdiction of any Court of competent jurisdiction in any disputes that arise under this Agreement.
|
(e)
|
You further agree that, in the event of your breach of this Section 5 or in accordance with Section 7(b)(iv)(C), the Company shall also be entitled to recover the value of all amounts previously paid or payable and any shares (or the current value of any shares) delivered or deliverable to you pursuant to any Fiserv bonus program, this Agreement, and any other Fiserv plan or arrangement.
|
(f)
|
You agree that the terms of this Agreement shall survive the termination of your employment with the Company.
|
(g)
|
YOU HAVE READ THIS SECTION 5 AND SECTION 7(b) AND AGREE THAT THE CONSIDERATION PROVIDED BY THE COMPANY IS FAIR AND REASONABLE AND FURTHER AGREE THAT GIVEN THE IMPORTANCE TO THE COMPANY OF ITS CONFIDENTIAL AND PROPRIETARY INFORMATION, THE POST-EMPLOYMENT RESTRICTIONS ON YOUR ACTIVITIES ARE LIKEWISE FAIR AND REASONABLE.
|
6.
|
Exercise of Option. To exercise the Option, you must complete the transaction through our administrative agent’s website at www.netbenefits.fidelity.com or call its toll free number at (800) 544-9354, specifying the number of Option Shares being purchased as a result of such exercise, and make payment of the full Exercise Price for the Option Shares being purchased. In no event may a fraction of a share be exercised or acquired. You must also pay any taxes or other amounts required to be withheld as provided in Section 14 of this Agreement.
|
7.
|
Termination of Employment.
|
(a)
|
Vesting. If you cease to be an employee of the Company or any Subsidiary of the Company for any reason (a “Termination Event”), the Option, to the extent vested, may be exercised as described in subsection (c) below. The remaining Options Shares that are not vested on the date of your Termination Event will become exercisable as follows:
|
Reason for Termination Event
|
Unvested Options that
Become Exercisable |
Death or Disability
|
100%
|
Retirement
|
Continued Vesting as Described Below
|
Any other reason
|
0%
|
(b)
|
Continued Vesting Upon Retirement.
|
(i)
|
For purposes of this Section 7, “Retirement” means the cessation of service as an employee for any reason other than death, Disability or termination for Cause if:
|
(A)
|
you are at least 60 years of age and have at least 10 years of continuous service with the Company and its Subsidiaries; and
|
(B)
|
you have provided for an orderly transition of your duties to a successor, including by: (1) providing notice to the Chief Executive Officer of the Company (or in the case of the Chief Executive Officer, to the Chairman or Lead Director of the Board of Directors of the Company as the case may be) that you are considering retirement sufficiently in advance of your anticipated retirement date; and (2) assisting with the identification and selection of, and transition of your duties to, a successor ((1) and (2) being referred to herein collectively as the “Specified Transition Requirements”).
|
(ii)
|
After your Retirement, the unvested portion of the Option shall continue to vest on the normal vesting dates indicated in the Award Memorandum as if you had not ceased to be an employee.
|
(iii)
|
Notwithstanding the foregoing:
|
(A)
|
If you receive written notification from the Compensation Committee that you failed to satisfy any Specified Transition Requirement, then any portion of the Award that is unvested as of the date of such notification shall terminate as of such date; and
|
(B)
|
In addition to the obligations set forth in Section 5 for the period set forth therein, while any portion of this Award remains unvested and for one year after the last vesting event of any equity award held by you at the time of Retirement (the “Restricted Period”), you may not:
|
(1)
|
perform work of any kind for a Competitor, including as an employee, board member, consultant or otherwise;
|
(2)
|
perform work for a non-Competitor other than as permitted by clause (iii)(C) below; or
|
(3)
|
violate any post-employment covenant applicable to you under any agreement in effect with, or policy of, the Company or any of its Subsidiaries (each of (1)-(3) being a “Post-Retirement Violation”).
|
(C)
|
During the Restricted Period you may work for a non-Competitor; provided that you may not have a role or responsibilities similar to or greater than those which you had while employed by the Company. For the sake of clarity, work for a non-profit and service as a director for a non-Competitor are expressly permitted.
|
(D)
|
While this Award is outstanding, as a condition to continued vesting, upon request of the Company, you must certify that you have not engaged in a Post-Retirement Violation and must provide such information as the Company requests in order to verify such certification.
|
(iv)
|
Without limiting any other provision of this Agreement, including Section 5 as applicable, if a Post-Retirement Violation occurs:
|
(A)
|
vesting of any unvested Options shall immediately cease;
|
(B)
|
and is of the nature described in (iii)(B)(2) above, then (1) any Option Shares that were acquired upon exercise after the Post-Retirement Violation and relate to any portion of this Option that vested after the Post-Retirement Violation, are subject to recoupment (either the actual shares or the current value thereof), (2) any portion of this Option that vested after the Post-Retirement Violation shall be deemed terminated, and (3) any unvested portion of this Option as of the date of the Post-Retirement Violation shall be deemed terminated;
|
(C)
|
during the first 12 months following Retirement and is of the nature described in (iii)(B)(1) or (3) above, the remedies available to the Company under Section 5(e), including recoupment of Option Shares, shall apply and this Option, whether vested or unvested, shall be deemed terminated as of the date of your Retirement; and
|
(D)
|
after the one-year anniversary of your Retirement, and is of the nature described in (iii)(B)(1) or (3) above, then (1) any Option Shares that were acquired upon exercise after Retirement and relate to any portion of this Option that vested after Retirement are subject to recoupment (either the actual shares or the current value thereof), (2) any portion of this Option that vested after Retirement shall be deemed terminated, and (3) any unvested portion of this Option as of the date of the Post-Retirement Violation shall be deemed terminated.
|
(v)
|
All determinations regarding whether you have engaged in a Post-Retirement Violation shall be made by the Compensation Committee.
|
(vi)
|
If you die after Retirement and prior to the date the Option vests in full (and provided that a Post-Retirement Violation has not occurred), then the Option shall become fully vested as of the date of your death and shall remain exercisable in accordance with subsection (c)(iii) below.
|
(c)
|
Deadline for Exercise.
|
(i)
|
Subject to Section 7(e), if your Termination Event is for any reason other than death, Disability, or Retirement, you are entitled to exercise the Option in accordance with the terms contained herein within 90 days after the Termination Event, provided that, in no event will the Option be exercisable beyond the original expiration date provided in the Award Memorandum.
|
(ii)
|
If your Termination Event is by reason of death or Disability, then you are (or in the event of your death or Disability resulting in judicial appointment of a guardian ad litem, administrator or other legal representative, the executor or administrator of your estate, any person who shall have acquired the Option through bequest or inheritance or such guardian ad litem, administrator or other legal representative is) entitled to exercise the Option in accordance with the terms contained herein within one (1) year after the Termination Event, provided that, in no event will the Option be exercisable beyond the original expiration date provided in the Award Memorandum.
|
(iii)
|
If your Termination Event is by reason of your Retirement, then you are entitled to exercise the Option to the extent vested and in accordance with the terms contained herein until the earlier of (A) 5 years following your Termination Event or (B) the Expiration Date set forth in the Award Memorandum; provided that, if you receive notice under Section 7(b)(iii)(A) above that you failed to satisfy any Specified Transition Requirement, then, notwithstanding the foregoing, you will be entitled to exercise the Option to the extent vested until 90 days after the date of such notice. Furthermore, if a Post-Retirement Violation occurs, then you will be entitled to exercise this Option to the extent vested (subject to Section 5 or Section 7(b)(iv)) until 90 days after the date of the Post-Retirement Violation.
|
(iv)
|
If you die after Retirement, the Option will fully vest and will be exercisable within one (1) year after your death, provided that, in no event will an Option be exercisable beyond the original expiration date provided in the Award Memorandum.
|
(d)
|
Expiration. Notwithstanding any provision contained in this Section 7 to the contrary, in no event may the Option be exercised to any extent by anyone after the Expiration Date set forth in the Award Memorandum.
|
(e)
|
For Cause Termination Event. If your employment is terminated for Cause (a “For Cause Termination Event”), the Option, whether or not vested, shall terminate immediately. For the sake of clarity, in the event that you experience a For Cause Termination Event, there shall be no accelerated or continued vesting under Section 7(a) or (b).
|
(f)
|
Change of Control. If a Change of Control of the Company occurs, the provisions of Section 18(c) of the Plan shall apply to the Option. If the successor or purchaser in the Change of Control has assumed the Company’s obligations with respect to the Option or provided a substitute award as contemplated by Section 18(c)(i) of the Plan and, within 12 months following the occurrence of the Change of Control, you are terminated without Cause or you terminate your employment for Good Reason (as hereinafter defined), the Option or such substitute award shall become fully vested and exercisable with respect to all Option Shares covered by the Option as of the time immediately prior to such termination of employment and, notwithstanding any other provision hereof, the Option shall become exercisable by you for 90 days following such termination (or such longer period as is otherwise specified in Section 7(c)), and the provisions of Section 5 shall immediately cease to apply.
|
(g)
|
Service as Director. For purposes of this Agreement, an employee of the Company, if also serving as a director, will not be deemed to have terminated employment for purposes of this Agreement until his or her service as a director ends, and his or her years of service will be deemed to include years of service as a director.
|
(h)
|
No Further Obligation. The Company will have no further obligations to you under this Agreement if the Option ceases to become exercisable as provided herein.
|
(i)
|
Separation Agreement. The provisions of this Section 7 are subject to (and may be amended by) the terms of a written separation agreement entered into between you and the Company or any of its Subsidiaries.
|
8.
|
Issuance of Shares. The Company, or its transfer agent, will issue and deliver the Option Shares to you as soon as practicable after you exercise any part of the Option and pay the Exercise Price Per Option Share and all related withholding taxes. If you die before the Company has distributed any portion of the Option Shares purchased upon exercise, the Company will issue the Option Shares to your estate or in accordance with applicable laws of descent and distribution. The Option Shares will be issued in book entry form, and the Company will not be liable for damages relating to any delays in making an appropriate book entry or any mistakes or errors in the making of the book entry; provided that the Company shall correct any errors caused by it. Any such book entry will be subject to such stop transfer orders and other restrictions as the Company may deem advisable under (a) the Plan and any agreement between you and the Company with respect to the Option Shares, (b) any applicable federal or state laws, and/or (c) the rules, regulations and other requirements of the Securities and Exchange Commission (“SEC”) or any stock exchange upon which the Option Shares are listed. The Company may cause an appropriate book entry notation to be made with respect to the Option Shares to reference any of the foregoing restrictions.
|
9.
|
Non-Transferability of Award. Except as provided in the Plan, this Agreement and the Award Memorandum, until the Option Shares have been purchased upon exercise of any part of this Option, this Option and the Option Shares issuable upon exercise hereunder and the rights and privileges conferred hereby may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (by operation of law or otherwise). Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Option, or of any right or privilege conferred hereby, contrary to the provisions of the Plan or of this Agreement, or upon any attempted sale under any execution, attachment or similar process upon the rights and privileges conferred hereby, this Option and the rights and privileges conferred hereby shall immediately become null and void.
|
10.
|
Conditions to Issuance of Shares. The Option Shares issued to you hereunder upon exercise and purchase may be either previously authorized but unissued shares or issued shares which have been reacquired by the Company. The Company shall not be required to issue any Option Shares hereunder prior to fulfillment of all of the following conditions: (a) the admission of such Option Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Option Shares under any state or federal law or under the rulings or regulations of the SEC or any other governmental regulatory body, which the compensation committee of the Board of Directors (the “Compensation Committee”) shall, in its discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency, which the Compensation Committee shall, in its discretion, determine to be necessary or advisable; (d) the lapse of such reasonable period of time following the exercise of the Option as the Compensation Committee may establish from time to time for reasons of administrative convenience; and (e) your acceptance of the terms and conditions of this Agreement, the Award Memorandum and the Plan within the time period and in the manner specified in this Agreement.
|
11.
|
No Rights as Shareholder. Until you exercise any part of this Option, purchase Option Shares and the Option Shares are issued to you, you shall have no rights as a shareholder of the Company with respect to the Option Shares. Specifically, you understand and agree that you do not have voting rights or the right to receive dividends or any other distributions paid with respect to shares of Company common stock by virtue of this Option or the Option Shares subject hereto.
|
12.
|
Addresses for Notices. Any notice to be given to the Company under the terms of this Agreement shall be addressed to the Company as follows: Corporate Secretary, Fiserv, Inc., 255 Fiserv Drive, Brookfield, WI 53045, or at such other address as the Company may hereafter designate in writing. Any notice to be given to you shall be addressed to you at the address set forth in the Company’s records from time to time.
|
13.
|
Captions; Agreement Severable. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement. In the event that any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.
|
14.
|
Securities and Tax Representations.
|
(a)
|
You acknowledge receipt of the prospectus under the Registration Statement on Form S-8 with respect to the Plan filed by the Company with the SEC. You represent and agree that you will comply with all applicable laws and Company policies relating to the Plan, this Agreement, the exercise of the Option and any disposition of the Option Shares, and that upon the acquisition of any Option Shares, you will make or enter into such written representations, warranties and agreements as the Company may reasonably request to comply with applicable securities laws or this Agreement.
|
(b)
|
You represent and warrant that you understand the federal, state and local income and employment tax consequences of the granting of the Option, the exercise of the Option, the purchase of Option Shares, and the subsequent sale or other disposition of any Option Shares. You understand and agree that when you exercise the Option, and thereby realize gross income (if any) taxable as compensation in respect of such exercise, the Company will be required to withhold federal, state and local taxes on the full amount of the compensation income realized by you and may also be required to withhold other amounts as a result of such exercise unless the Option is an incentive stock option. Accordingly, at or prior to the time that you exercise the Option, you hereby agree to provide the Company with cash funds or Option Shares equal in value to the total federal, state and local taxes and other amounts required to be withheld by the Company or its Subsidiary in respect of any compensation income in relation to the Option Shares or make other arrangements satisfactory to the Company regarding such amounts. All matters with respect to the total amount to be withheld as a result of the exercise of the Option shall be determined by the Company in its sole discretion.
|
15.
|
Market Stand-Off. The Company reserves the right to impose restrictions on dispositions in connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended. Upon receipt of written notice from the Company of a trading restriction, you agree that you shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer or agree to engage in any of the foregoing transactions with respect to, any Option Shares acquired under this Option without the prior written consent of the Company. Such restriction shall be in effect for such period of time following the date of the final prospectus for the offering as may be determined by the Company. In no event, however, shall such period exceed one hundred eighty (180) days.
|
16.
|
General Provisions.
|
(a)
|
None of the Plan, this Agreement or the Award Memorandum confers upon you any right to continue to be employed by the Company or any Subsidiary of the Company or limits in any respect any right of the Company or any Subsidiary of the Company to terminate your employment at any time, without liability.
|
(b)
|
This Agreement, the Award Memorandum and the Plan contain the entire agreement between the Company and you relating to the Option and supersede all prior agreements or understandings relating thereto.
|
(c)
|
This Agreement and the Award Memorandum may only be modified, amended or cancelled as provided in the Plan.
|
(d)
|
If any one or more provisions of this Agreement or the Award Memorandum is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
|
(e)
|
Any remedies available to the Company under the Plan or this Agreement are cumulative and are in addition to, and are not affected by, the other rights and remedies available to the Company under the Plan, this Agreement, by law or otherwise.
|
(f)
|
This Agreement and the Award Memorandum shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to conflict of law provisions.
|
(g)
|
The Company agrees, and you agree, to be subject to and bound by all of the terms and conditions of the Plan. The Prospectus for the Plan is accessible on the Company’s administrative agent’s website (www.netbenefits.fidelity.com) in the “forms library” and a paper copy is available upon request.
|
(h)
|
During your lifetime, the Option may only be exercised by you or your legal representatives.
|
(i)
|
This Agreement and the Award Memorandum shall be binding upon and inure to the benefit of any successor or assign of the Company and to any heir, distributee, executor, administrator or legal representative entitled by law to your rights hereunder.
|
(j)
|
You understand that, under the terms of the Plan, this Agreement and the Award Memorandum, the Company may cancel or rescind the Option and/or the Option Shares in certain circumstances.
|
Number of Options
|
Date Exercisable
|
|
|
|
|
|
|
1.
|
Grant Date; Type of Option. The Option is granted to you on the Grant Date set forth in the Award Memorandum. If the Option is designated as a “non-qualified stock option” in the Award Memorandum, then the Option will not be treated by you or the Company as an incentive stock option as defined in Section 422 of the Code. If the Option is designated as an “incentive stock option” in the Award Memorandum, then the Option is intended to satisfy the requirements of Section 422 of the Code.
|
2.
|
Termination of Option. Your right to exercise the Option and to purchase the Option Shares shall expire and terminate in all events on the earliest of (a) the Expiration Date set forth in the Award Memorandum or (b) the date upon which exercise is no longer permitted pursuant to Section 7 or (c) your failure to accept the terms of this Agreement, the Award Memorandum and the Plan within the time period and in the manner specified in this Agreement.
|
3.
|
Exercise Price. The purchase price to be paid upon the exercise of the Option will be the Exercise Price Per Option Share set forth in the Award Memorandum.
|
4.
|
Vesting; Provisions Relating to Exercise. Once you become entitled to exercise any part of the Option (and to purchase Option Shares) pursuant to the vesting schedule set forth in the Award Memorandum, that right will continue until the date on which the Option expires and terminates. The right to purchase Option Shares under the Option is cumulative, so that if the full number of Option Shares is not purchased in a single transaction, the balance may be purchased at any time or from time to time thereafter during the term of the Option. The Administrator, in its sole discretion, may at any time accelerate the time at which the Option becomes exercisable by you with respect to any Option Shares. The Company may cancel, rescind, suspend, withhold or otherwise limit or restrict any unexpired, unpaid or deferred part of the Option at any time if you are not in compliance with all applicable provisions of this Agreement, the Award Memorandum and the Plan.
|
5.
|
Confidential Information, Non-Competition, and Related Covenants.
|
(a)
|
Definitions.
|
(i)
|
“Fiserv” means the Company, its direct and indirect Subsidiaries, affiliated entities, successors, and assigns.
|
(ii)
|
“Confidential Information” means all trade secrets, Innovations (as defined below), confidential or proprietary business information and data, computer software, and database technologies or technological information, formulae, templates, algorithms, designs, process and systems information, processes, intellectual property rights, marketing plans, client lists and specifications, pricing and cost information and any other confidential information of Fiserv or its clients, vendors or subcontractors that relates to the business of Fiserv or to the business of any client, vendor or subcontractor of Fiserv or any other party with whom Fiserv agrees to hold information in confidence, whether patentable, copyrightable or protectable as a trade secret or not, except: (A) information that is, at the time of disclosure, in the public domain or that is subsequently published or otherwise becomes part of the public domain through no fault of yours; or (B) information that is disclosed by you under order of law or governmental regulation; provided, however, that you agree to notify the General Counsel of Fiserv upon receipt of any request for disclosure as soon as possible prior to any such disclosure so that appropriate safeguards may be maintained.
|
(iii)
|
“Competing Product or Service” means any product or service that is sold in competition with, or is being developed and that will compete with, a product or service developed, manufactured, or sold by Fiserv. For purposes of this Section 5, Competing Products or Services as to you are limited to products and/or services with respect to which you participated in the development, planning, testing, sale, marketing or evaluation on behalf of Fiserv during any part of your employment with Fiserv, or after the termination of your employment, during any part of the 24 months preceding the termination of your employment with Fiserv, or for which you supervised one or more Fiserv employees, units, divisions or departments in doing so.
|
(iv)
|
“Competitor” means an individual, business or any other entity or enterprise engaged or having publicly announced its intent to engage in the sale or marketing of any Competing Product or Service.
|
(v)
|
“Innovations” means all developments, improvements, designs, original works of authorship, formulas, processes, software programs, databases, and trade secrets, whether or not patentable, copyrightable or protectable as trade secrets, that you, either by yourself or jointly with others, create, modify, develop, or implement during the period of your employment with Fiserv that relate in any way to Fiserv’s business.
|
(vi)
|
“Moral Rights” means any rights to claim authorship of a work of authorship, to object to or prevent the modification of any such work of authorship, or to withdraw from circulation or control the publication or distribution of any such work of authorship.
|
(vii)
|
“Client” means any person, association or entity: (A) for which you directly performed services or for which you supervised others in performing services with Fiserv, during any part of your employment with Fiserv, or after the termination of your employment, during any part of the 24 months preceding the termination of your employment with Fiserv; or (B) about which you have Confidential Information as a result of your employment with Fiserv.
|
(viii)
|
“Prospective Client” means any client: (A) with which Fiserv was in active business discussions or negotiations at any time during any part of your employment with Fiserv, or after the termination of your employment, during any part of the 24 months preceding the termination of your employment with Fiserv, in which you participated or for which you directly performed services or for which you supervised others in performing services with Fiserv; or (B) about which you have Confidential Information as a result of your employment with Fiserv.
|
(b)
|
During your employment, Fiserv will provide you with Confidential Information relating to Fiserv, its business and clients, the disclosure or misuse of which would cause severe and irreparable harm to Fiserv. You agree that all Confidential Information is and shall remain the sole and absolute property of Fiserv. Upon the termination of your employment for any reason, you shall immediately return to Fiserv all documents and materials that contain or constitute Confidential Information, in any form whatsoever, including but not limited to, all copies, abstracts, electronic versions, and summaries thereof. You further agree that, without the written consent of the Chief Executive Officer of the Company or, in the case of the Chief Executive Officer of the Company, without the written approval of the Board of Directors of the Company:
|
(i)
|
You will not disclose, use, copy or duplicate, or otherwise permit the use, disclosure, copying or duplication of any Confidential Information of Fiserv, other than in connection with the authorized activities conducted in the course of your employment with Fiserv. You agree to take all reasonable steps and precautions to prevent any unauthorized disclosure, use, copying or duplication of Confidential Information.
|
(ii)
|
All Innovations are and shall remain the sole and absolute property of Fiserv. You will provide all assistance requested by Fiserv, at its expense, in the preservation of its interest in any Innovations in any country, and hereby assign and agree to assign to Fiserv all rights, title and interest in and to all worldwide patents, patent applications, copyrights, trade secrets and other intellectual property rights in any Innovation. You also assign and agree to assign to Fiserv, or where applicable, to waive, which waiver shall inure to the benefit of Fiserv and its assigns, all Moral Rights in any Innovation.
|
(iii)
|
Notwithstanding the preceding statements, you understand that, pursuant to 18 U.S.C. §1833(b)(1) and §1833(b)(2):
|
(A)
|
An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (I) is made (x) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (II) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
|
(B)
|
An individual who files a lawsuit for retaliation by the Company for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (I) files any document containing the trade secret under seal and (II) does not disclose the trade secret, except pursuant to court order.
|
(c)
|
You agree that, without the written consent of the Chief Executive Officer of the Company or, in the case of the Chief Executive Officer of the Company, without the written approval of the Board of Directors of the Company, you shall not engage in any of the conduct described in subsections (i) or (ii), below, either directly or indirectly, or as an employee, contractor, consultant, partner, officer, director or stockholder, other than a stockholder of less than 5% of the equities of a publicly traded corporation, or in any other capacity for any person, firm, partnership or corporation:
|
(i)
|
During the time of your employment with Fiserv, you will not: (A) perform duties as or for a Competitor, Client or Prospective Client of Fiserv (except to the extent required by your employment with Fiserv); or (B) participate in the inducement of or otherwise encourage Fiserv employees, clients, or vendors to currently and/or prospectively breach, modify, or terminate any agreement or relationship they have or had with Fiserv.
|
(ii)
|
For a period of 12 months following the date of termination of your employment, you will not: (A) perform duties as or for a Competitor, Client or Prospective Client of Fiserv that are the same as or similar to the duties performed by you for Fiserv at any time during any part of the 24 month period preceding the termination of your employment with Fiserv; (B) participate in the inducement of or otherwise encourage Fiserv employees, clients, or vendors to currently and/or prospectively breach, modify, or terminate any agreement or relationship they have or had with Fiserv during any part of the 24 month period preceding the termination of your employment with Fiserv; or (C) participate voluntarily or provide assistance or information to any person or entity either negotiating with Fiserv involving a Competing Product or Service, or concerning a potential or existing business or legal dispute with Fiserv, including, but not limited to, litigation, except as may be required by law.
|
(d)
|
You acknowledge and agree that compliance with this Section 5 and, if applicable, Section 7(b)(iii) is necessary to protect the Company, and that a breach of any of this Section 5 or Section 7(b)(iii) will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law. In the event of a breach of this Section 5, or any part thereof, the Company, and its successors and assigns, shall be entitled to injunctive relief and to such other and further relief as is proper under the circumstances. The Company may institute and prosecute proceedings in any Court of competent jurisdiction either in law or in equity to obtain damages for any such breach of this Section 5 or Section 7(b)(iii), or to enjoin you from performing services in breach of Section 5. You hereby agree to submit to the jurisdiction of any Court of competent jurisdiction in any disputes that arise under this Agreement.
|
(e)
|
You further agree that, in the event of your breach of this Section 5 or in accordance with Section 7(b)(vi)(C), the Company shall also be entitled to recover the value of all amounts previously paid or payable and any shares (or the current value of any shares) delivered or deliverable to you pursuant to any Fiserv bonus program, this Agreement, and any other Fiserv plan or arrangement.
|
(f)
|
You agree that the terms of this Agreement shall survive the termination of your employment with the Company.
|
(g)
|
YOU HAVE READ THIS SECTION 5 AND SECTION 7(b) AND AGREE THAT THE CONSIDERATION PROVIDED BY THE COMPANY IS FAIR AND REASONABLE AND FURTHER AGREE THAT GIVEN THE IMPORTANCE TO THE COMPANY OF ITS CONFIDENTIAL AND PROPRIETARY INFORMATION, THE POST-EMPLOYMENT RESTRICTIONS ON YOUR ACTIVITIES ARE LIKEWISE FAIR AND REASONABLE.
|
6.
|
Exercise of Option. To exercise the Option, you must complete the transaction through our administrative agent’s website at www.netbenefits.fidelity.com or call its toll free number at (800) 544-9354, specifying the number of Option Shares being purchased as a result of such exercise, and make payment of the full Exercise Price for the Option Shares being purchased. In no event may a fraction of a share be exercised or acquired. You must also pay any taxes or other amounts required to be withheld as provided in Section 14 of this Agreement.
|
7.
|
Termination of Employment.
|
(a)
|
Vesting. If you cease to be an employee of the Company or any Subsidiary of the Company for any reason (a “Termination Event”), the Option, to the extent vested, may be exercised as described in subsection (c) below. The remaining Options Shares that are not vested on the date of your Termination Event will become exercisable as follows:
|
Reason for Termination Event
|
Unvested Options that
Become Exercisable |
Death or Disability
|
100%
|
Retirement
|
Continued Vesting as Described Below
|
Any other reason
|
0%
|
(b)
|
Continued Vesting Upon Retirement.
|
(i)
|
For purposes of this Section 7, “Retirement” means the cessation of service as an employee for any reason other than death, Disability or termination for Cause if:
|
(A)
|
you are at least 60 years of age and have at least 10 years of continuous service with the Company and its Subsidiaries; and
|
(B)
|
you have provided advance notice of your retirement as described below, unless a shorter period is approved by the Company’s Chief Executive Officer, Chief Human Resources Officer or their respective designees:
|
(1)
|
If you are employed at the Vice President level or below, you have provided at least 6 month’s advance notice of your retirement; or
|
(2)
|
If you are employed at the Senior Vice President level or above, you have provided at least 12 month’s advance notice of your retirement.
|
(ii)
|
After your Retirement, the unvested portion of the Option shall continue to vest on the normal vesting dates indicated in the Award Memorandum as if you had not ceased to be an employee.
|
(iii)
|
If you are employed at the Director level or higher as of the date of your Retirement, then in addition to the obligations set forth in Section 5 for the period set forth therein, while any portion of this Award remains unvested and for one year after the last vesting event of any equity award held by you at the time of Retirement (the “Restricted Period”), you may not:
|
(1)
|
perform work of any kind for a Competitor, including as an employee, board member, consultant or otherwise;
|
(2)
|
perform work for a non-Competitor other than as permitted by clause (iv) below; or
|
(3)
|
violate any post-employment covenant applicable to you under any agreement in effect with, or policy of, the Company or any of its Subsidiaries (each of (1)-(3) being a “Post-Retirement Violation”).
|
(iv)
|
During the Restricted Period you may work for a non-Competitor; provided that you may not have a role or responsibilities similar to or greater than those which you had while employed by the Company. For the sake of clarity, work for a non-profit and service as a director for a non-Competitor are expressly permitted.
|
(v)
|
While this Award is outstanding, as a condition to continued vesting, upon request of the Company, you must certify that you have not engaged in a Post-Retirement Violation and must provide such information as the Company requests in order to verify such certification.
|
(vi)
|
Without limiting any other provision of this Agreement, including Section 5 as applicable, if a Post-Retirement Violation occurs:
|
(A)
|
vesting of any unvested Options shall immediately cease;
|
(B)
|
and is of the nature described in (iii)(2) above, then (1) any Option Shares that were acquired upon exercise after the Post-Retirement Violation and relate to any portion of this Option that vested after the Post-Retirement Violation are subject to recoupment (either the actual shares or the current value thereof), (2) any portion of this Option that vested after the Post-Retirement Violation shall be deemed terminated, and (3) any unvested portion of this Option as of the date of the Post-Retirement Violation shall be deemed terminated;
|
(C)
|
during the first 12 months following Retirement and is of the nature described in (iii)(1) or (3) above, the remedies available to the Company under Section 5(e), including recoupment of Option Shares, shall apply and this Option, whether vested or unvested, shall be deemed terminated as of the date of your Retirement; and
|
(D)
|
after the one-year anniversary of your Retirement, and is of the nature described in (iii)(1) or (3) above, then (1) any Option Shares that were acquired upon exercise after Retirement and relate to any portion of this Option that vested after Retirement are subject to recoupment (either the actual shares or the current value thereof), (2) any portion of this Option that vested after Retirement shall be deemed terminated, and (3) any unvested portion of this Option as of the date of the Post-Retirement Violation shall be deemed terminated.
|
(vii)
|
All determinations regarding whether you have engaged in a Post-Retirement Violation shall be made by the Compensation Committee.
|
(viii)
|
If you die after Retirement and prior to the date the Option vests in full (and provided that a Post-Retirement Violation has not occurred), then the Option shall become fully vested as of the date of your death and shall remain exercisable in accordance with subsection (c)(iii) below.
|
(c)
|
Deadline for Exercise.
|
(i)
|
Subject to Section 7(e), if your Termination Event is for any reason other than death, Disability, or Retirement, you are entitled to exercise the Option, in accordance with the terms contained herein within 90 days after the Termination Event, provided that, in no event will the Option be exercisable beyond the original expiration date provided in the Award Memorandum.
|
(ii)
|
If your Termination Event is by reason of death or Disability, then you are (or in the event of your death or Disability resulting in judicial appointment of a guardian ad litem, administrator or other legal representative, the executor or administrator of your estate, any person who shall have acquired the Option through bequest or inheritance or such guardian ad litem, administrator or other legal representative is) entitled to exercise the Option in accordance with the terms contained herein within one (1) year after the Termination Event, provided that, in no event will the Option be exercisable beyond the original expiration date provided in the Award Memorandum.
|
(iii)
|
If your Termination Event is by reason of Retirement, you are entitled to exercise the Option in accordance with the terms contained herein until 90 days after the final vesting event of any equity-based award held by you under the Plan following Retirement, provided that, in no event will an Option be exercisable beyond the original expiration date provided in the Award Memorandum. Notwithstanding the foregoing, if a Post-Retirement Violation occurs, then you will be entitled to exercise this Option to the extent vested (subject to Section 5 or Section 7(b)(vi)) until 90 days after the date of the Post-Retirement Violation.
|
(iv)
|
If you die after Retirement, the Option will fully vest and will be exercisable within one (1) year after your death, provided that, in no event will an Option be exercisable beyond the original expiration date provided in the Award Memorandum.
|
(d)
|
Expiration. Notwithstanding any provision contained in this Section 7 to the contrary, in no event may the Option be exercised to any extent by anyone after the Expiration Date set forth in the Award Memorandum.
|
(e)
|
For Cause Termination Event. If your employment is terminated for Cause (a “For Cause Termination Event”), the Option, whether or not vested, shall terminate immediately. For the sake of clarity, in the event that you experience a For Cause Termination Event, there shall be no accelerated or continued vesting under Section 7(a) or (b).
|
(f)
|
Change of Control. If a Change of Control of the Company occurs, the provisions of Section 18(c) of the Plan shall apply to the Option. If the successor or purchaser in the Change of Control has assumed the Company’s obligations with respect to the Option or provided a substitute award as contemplated by Section 18(c)(i) of the Plan and, within 12 months following the occurrence of the Change of Control, you are terminated without Cause or you terminate your employment for Good Reason (as hereinafter defined), the Option or such substitute award shall become fully vested and exercisable with respect to all Option Shares covered by the Option as of the time immediately prior to such termination of employment and, notwithstanding any other provision hereof, the Option shall become exercisable by you for 90 days following such termination (or such longer period as is otherwise specified in Section 7(c)), and the provisions of Section 5 shall immediately cease to apply.
|
(g)
|
Service as Director. For purposes of this Agreement, an employee of the Company, if also serving as a director, will not be deemed to have terminated employment for purposes of this Agreement until his or her service as a director ends, and his or her years of service will be deemed to include years of service as a director.
|
(h)
|
No Further Obligation. The Company will have no further obligations to you under this Agreement if the Option ceases to become exercisable as provided herein.
|
(i)
|
Separation Agreement. The provisions of this Section 7 are subject to (and may be amended by) the terms of a written separation agreement entered into between you and the Company or any of its Subsidiaries.
|
8.
|
Issuance of Shares. The Company, or its transfer agent, will issue and deliver the Option Shares to you as soon as practicable after you exercise any part of the Option and pay the Exercise Price Per Option Share and all related withholding taxes. If you die before the Company has distributed any portion of the Option Shares purchased upon exercise, the Company will issue the Option Shares to your estate or in accordance with applicable laws of descent and distribution. The Option Shares will be issued in book entry form, and the Company will not be liable for damages relating to any delays in making an appropriate book entry or any mistakes or errors in the making of the book entry; provided that the Company shall correct any errors caused by it. Any such book entry will be subject to such stop transfer orders and other restrictions as the Company may deem advisable under (a) the Plan and any agreement between you and the Company with respect to the Option Shares, (b) any applicable federal or state laws, and/or (c) the rules, regulations and other requirements of the Securities and Exchange Commission (“SEC”) or any stock exchange upon which the Option Shares are listed. The Company may cause an appropriate book entry notation to be made with respect to the Option Shares to reference any of the foregoing restrictions.
|
9.
|
Non-Transferability of Award. Except as provided in the Plan, this Agreement and the Award Memorandum, until the Option Shares have been purchased upon exercise of any part of this Option, this Option and the Option Shares issuable upon exercise hereunder and the rights and privileges conferred hereby may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (by operation of law or otherwise). Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Option, or of any right or privilege conferred hereby, contrary to the provisions of the Plan or of this Agreement, or upon any attempted sale under any execution, attachment or similar process upon the rights and privileges conferred hereby, this Option and the rights and privileges conferred hereby shall immediately become null and void.
|
10.
|
Conditions to Issuance of Shares. The Option Shares issued to you hereunder upon exercise and purchase may be either previously authorized but unissued shares or issued shares which have been reacquired by the Company. The Company shall not be required to issue any Option Shares hereunder prior to fulfillment of all of the following conditions: (a) the admission of such Option Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Option Shares under any state or federal law or under the rulings or regulations of the SEC or any other governmental regulatory body, which the compensation committee of the Board of Directors (the “Compensation Committee”) shall, in its discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency, which the Compensation Committee shall, in its discretion, determine to be necessary or advisable; (d) the lapse of such reasonable period of time following the exercise of the Option as the Compensation Committee may establish from time to time for reasons of administrative convenience; and (e) your acceptance of the terms and conditions of this Agreement, the Award Memorandum and the Plan within the time period and in the manner specified in this Agreement.
|
11.
|
No Rights as Shareholder. Until you exercise any part of this Option, purchase Option Shares and the Option Shares are issued to you, you shall have no rights as a shareholder of the Company with respect to the Option Shares. Specifically, you understand and agree that you do not have voting rights or the right to receive dividends or any other distributions paid with respect to shares of Company common stock by virtue of this Option or the Option Shares subject hereto.
|
12.
|
Addresses for Notices. Any notice to be given to the Company under the terms of this Agreement shall be addressed to the Company as follows: Corporate Secretary, Fiserv, Inc., 255 Fiserv Drive, Brookfield, WI 53045, or at such other address as the Company may hereafter designate in writing. Any notice to be given to you shall be addressed to you at the address set forth in the Company’s records from time to time.
|
13.
|
Captions; Agreement Severable. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement. In the event that any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.
|
14.
|
Securities and Tax Representations.
|
(a)
|
You acknowledge receipt of the prospectus under the Registration Statement on Form S-8 with respect to the Plan filed by the Company with the SEC. You represent and agree that you will comply with all applicable laws and Company policies relating to the Plan, this Agreement, the exercise of the Option and any disposition of the Option Shares, and that upon the acquisition of any Option Shares, you will make or enter into such written representations, warranties and agreements as the Company may reasonably request to comply with applicable securities laws or this Agreement.
|
(b)
|
You represent and warrant that you understand the federal, state and local income and employment tax consequences of the granting of the Option, the exercise of the Option, the purchase of Option Shares, and the subsequent sale or other disposition of any Option Shares. You understand and agree that when you exercise the Option, and thereby realize gross income (if any) taxable as compensation in respect of such exercise, the Company will be required to withhold federal, state and local taxes on the full amount of the compensation income realized by you and may also be required to withhold other amounts as a result of such exercise unless the Option is an incentive stock option. Accordingly, at or prior to the time that you exercise the Option, you hereby agree to provide the Company with cash funds or Option Shares equal in value to the total federal, state and local taxes and other amounts required to be withheld by the Company or its Subsidiary in respect of any compensation income in relation to the Option Shares or make other arrangements satisfactory to the Company regarding such amounts. All matters with respect to the total amount to be withheld as a result of the exercise of the Option shall be determined by the Company in its sole discretion.
|
15.
|
Market Stand-Off. The Company reserves the right to impose restrictions on dispositions in connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended. Upon receipt of written notice from the Company of a trading restriction, you agree that you shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer or agree to engage in any of the foregoing transactions with respect to, any Option Shares acquired under this Option without the prior written consent of the Company. Such restriction shall be in effect for such period of time following the date of the final prospectus for the offering as may be determined by the Company. In no event, however, shall such period exceed one hundred eighty (180) days.
|
16.
|
General Provisions.
|
(a)
|
None of the Plan, this Agreement or the Award Memorandum confers upon you any right to continue to be employed by the Company or any Subsidiary of the Company or limits in any respect any right of the Company or any Subsidiary of the Company to terminate your employment at any time, without liability.
|
(b)
|
This Agreement, the Award Memorandum and the Plan contain the entire agreement between the Company and you relating to the Option and supersede all prior agreements or understandings relating thereto.
|
(c)
|
This Agreement and the Award Memorandum may only be modified, amended or cancelled as provided in the Plan.
|
(d)
|
If any one or more provisions of this Agreement or the Award Memorandum is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
|
(e)
|
Any remedies available to the Company under the Plan or this Agreement are cumulative and are in addition to, and are not affected by, the other rights and remedies available to the Company under the Plan, this Agreement, by law or otherwise.
|
(f)
|
This Agreement and the Award Memorandum shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to conflict of law provisions.
|
(g)
|
The Company agrees, and you agree, to be subject to and bound by all of the terms and conditions of the Plan. The Prospectus for the Plan is accessible on the Company’s administrative agent’s website (www.netbenefits.fidelity.com) in the “forms library” and a paper copy is available upon request.
|
(h)
|
During your lifetime, the Option may only be exercised by you or your legal representatives.
|
(i)
|
This Agreement and the Award Memorandum shall be binding upon and inure to the benefit of any successor or assign of the Company and to any heir, distributee, executor, administrator or legal representative entitled by law to your rights hereunder.
|
(j)
|
You understand that, under the terms of the Plan, this Agreement and the Award Memorandum, the Company may cancel or rescind the Option and/or the Option Shares in certain circumstances.
|
|
|
|
Employee:
|
|
[FIRST NAME] [LAST NAME]
|
|
|
|
Grant Date:
|
|
[GRANT DATE]
|
|
|
|
Target Units:
|
|
[NUMBER OF SHARES AT TARGET]
|
|
|
|
Performance Period:
|
|
[PERFORMANCE PERIOD
|
2.
|
Vesting. This Award will vest (if at all) as specified in the Award Memorandum on the date the Compensation Committee certifies the level of achievement of the Performance Goal(s) (the “Vesting Date”), provided you remain in employment through the Vesting Date. Subject to any deferral election then in effect, the Shares subject to this Award will be issued as indicated in this Agreement. This Award also may continue to vest following your Retirement (as defined below), death or Disability as described in Sections 5(a) and (b).
|
3.
|
Termination of Award. Your Award (except for the provisions of Section 4) shall terminate in all events on the earliest of (a) the date upon which vesting is no longer permitted pursuant to Section 5, (b) the date the Shares due hereunder have been issued to you, or (c) your failure to accept the terms of this Agreement, the Award Memorandum and the Plan within the time period and in the manner specified in this Agreement.
|
4.
|
Confidential Information, Non-Competition and Related Covenants.
|
(a)
|
Definitions.
|
(i)
|
“Fiserv” means the Company, its direct and indirect Subsidiaries, affiliated entities, successors, and assigns.
|
(ii)
|
“Confidential Information” means all trade secrets, Innovations (as defined below), confidential or proprietary business information and data, computer software, and database technologies or technological information, formulae, templates, algorithms, designs, process and systems information, processes, intellectual property rights, marketing plans, client lists and specifications, pricing and cost information and any other confidential information of Fiserv or its clients, vendors or subcontractors that relates to the business of Fiserv or to the business of any client, vendor or subcontractor of Fiserv or any other party with whom Fiserv agrees to hold information in confidence, whether patentable, copyrightable or protectable as a trade secret or not, except: (A) information that is, at the time of disclosure, in the public domain or that is subsequently published or otherwise becomes part of the public domain through no fault of yours; or (B) information that is disclosed by you under order of law or governmental regulation; provided, however, that you agree to notify the General Counsel of Fiserv upon receipt of any request for disclosure as soon as possible prior to any such disclosure so that appropriate safeguards may be maintained.
|
(iii)
|
“Competing Product or Service” means any product or service that is sold in competition with, or is being developed and that will compete with, a product or service developed, manufactured, or sold by Fiserv. For purposes of this Section 4, Competing Products or Services as to you are limited to products and/or services with respect to which you participated in the development, planning, testing, sale, marketing or evaluation on behalf
|
(iv)
|
“Competitor” means an individual, business or any other entity or enterprise engaged or having publicly announced its intent to engage in the sale or marketing of any Competing Product or Service.
|
(v)
|
“Innovations” means all developments, improvements, designs, original works of authorship, formulas, processes, software programs, databases, and trade secrets, whether or not patentable, copyrightable or protectable as trade secrets, that you, either by yourself or jointly with others, create, modify, develop, or implement during the period of your employment with Fiserv that relate in any way to Fiserv’s business.
|
(vi)
|
“Moral Rights” means any rights to claim authorship of a work of authorship, to object to or prevent the modification of any such work of authorship, or to withdraw from circulation or control the publication or distribution of any such work of authorship.
|
(vii)
|
“Client” means any person, association or entity: (A) for which you directly performed services or for which you supervised others in performing services with Fiserv, during any part of your employment with Fiserv, or after the termination of your employment, during any part of the 24 months preceding the termination of your employment with Fiserv; or (B) about which you have Confidential Information as a result of your employment with Fiserv.
|
(viii)
|
“Prospective Client” means any client: (A) with which Fiserv was in active business discussions or negotiations at any time during any part of your employment with Fiserv, or after the termination of your employment, during any part of the 24 months preceding the termination of your employment with Fiserv, in which you participated or for which you directly performed services or for which you supervised others in performing services with Fiserv; or (B) about which you have Confidential Information as a result of your employment with Fiserv.
|
(b)
|
During your employment, Fiserv will provide you with Confidential Information relating to Fiserv, its business and clients, the disclosure or misuse of which would cause severe and irreparable harm to Fiserv. You agree that all Confidential Information is and shall remain the sole and absolute property of Fiserv. Upon the termination of your employment for any reason, you shall immediately return to Fiserv all documents and materials that contain or constitute Confidential Information, in any form whatsoever, including but not limited to, all copies, abstracts, electronic versions, and summaries thereof. You further agree that, without the written consent of the Chief Executive Officer of the Company or, in the case of the Chief Executive Officer of the Company, without the written approval of the Board of Directors of the Company:
|
(i)
|
You will not disclose, use, copy or duplicate, or otherwise permit the use, disclosure, copying or duplication of any Confidential Information of Fiserv, other than in connection with the authorized activities conducted in the course of your employment with Fiserv. You agree to take all reasonable steps and precautions to prevent any unauthorized disclosure, use, copying or duplication of Confidential Information.
|
(ii)
|
All Innovations are and shall remain the sole and absolute property of Fiserv. You will provide all assistance requested by Fiserv, at its expense, in the preservation of its interest in any Innovations in any country, and hereby assign and agree to assign to Fiserv all rights, title and interest in and to all worldwide patents, patent applications, copyrights, trade secrets and other intellectual property rights in any Innovation. You also assign and
|
(iii)
|
Notwithstanding the preceding statements, you understand that, pursuant to 18 U.S.C. §1833(b)(1) and §1833(b)(2):
|
(A)
|
An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (I) is made (x) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (II) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
|
(B)
|
An individual who files a lawsuit for retaliation by the Company for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (I) files any document containing the trade secret under seal and (II) does not disclose the trade secret, except pursuant to court order.
|
(c)
|
You agree that, without the written consent of the Chief Executive Officer of the Company or, in the case of the Chief Executive Officer of the Company, without the written approval of the Board of Directors of the Company, you shall not engage in any of the conduct described in subsections (i) or (ii), below, either directly or indirectly, or as an employee, contractor, consultant, partner, officer, director or stockholder, other than a stockholder of less than 5% of the equities of a publicly traded corporation, or in any other capacity for any person, firm, partnership or corporation:
|
(i)
|
During the time of your employment with Fiserv, you will not: (A) perform duties as or for a Competitor, Client or Prospective Client of Fiserv (except to the extent required by your employment with Fiserv); or (B) participate in the inducement of or otherwise encourage Fiserv employees, clients, or vendors to currently and/or prospectively breach, modify, or terminate any agreement or relationship they have or had with Fiserv.
|
(ii)
|
For a period of 12 months following the date of termination of your employment, you will not: (A) perform duties as or for a Competitor, Client or Prospective Client of Fiserv that are the same as or similar to the duties performed by you for Fiserv at any time during any part of the 24 month period preceding the termination of your employment with Fiserv; (B) participate in the inducement of or otherwise encourage Fiserv employees, clients, or vendors to currently and/or prospectively breach, modify, or terminate any agreement or relationship they have or had with Fiserv during any part of the 24 month period preceding the termination of your employment with Fiserv; or (C) participate voluntarily or provide assistance or information to any person or entity either negotiating with Fiserv involving a Competing Product or Service, or concerning a potential or existing business or legal dispute with Fiserv, including, but not limited to, litigation, except as may be required by law.
|
(d)
|
You acknowledge and agree that compliance with this Section 4 and, if applicable, Section 5(b)(ii)(B) is necessary to protect the Company, and that a breach of any of this Section 4 or Section 5(b)(ii)(B) will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law. In the event of a breach of this Section 4, or any part thereof, the Company, and its successors and assigns, shall be entitled to injunctive relief and to such other and further relief as is proper under the circumstances. The Company may institute and prosecute proceedings in any Court of competent jurisdiction either in law or in equity to obtain damages for any such breach of this Section 4 or Section 5(b)(ii)(B), or to enjoin you from performing services in breach of Section 4. You hereby agree to submit to the jurisdiction of any Court of competent jurisdiction in any disputes that arise under this Agreement.
|
(e)
|
You further agree that, in the event of your breach of this Section 4 or in accordance with Section 5(b)(iii)(C), the Company shall also be entitled to recover the value of all amounts previously paid or payable and any shares (or the current value of any shares) delivered or deliverable to you pursuant to any Fiserv bonus program, this Agreement, and any other Fiserv plan or arrangement.
|
(f)
|
You agree that the terms of this Agreement shall survive the termination of your employment with the Company.
|
(g)
|
YOU HAVE READ THIS SECTION 4 AND SECTION 5(b) AND AGREE THAT THE CONSIDERATION PROVIDED BY THE COMPANY IS FAIR AND REASONABLE AND FURTHER AGREE THAT GIVEN THE IMPORTANCE TO THE COMPANY OF ITS CONFIDENTIAL AND PROPRIETARY INFORMATION, THE POST-EMPLOYMENT RESTRICTIONS ON YOUR ACTIVITIES ARE LIKEWISE FAIR AND REASONABLE.
|
(a)
|
Vesting. If you cease to be an employee of the Company or any Subsidiary of the Company for any reason (a “Termination Event”) prior to the Vesting Date, then the Award shall terminate on the date on which such Termination Event occurs; provided that, if the reason for your Termination Event is:
|
(i)
|
Death or Disability, then the number of Shares issuable under this Award, if any, shall be determined after the end of the Performance Period as if you had not terminated employment based on actual performance.
|
(ii)
|
Retirement within 12 months prior to the last day of the Performance Period, then the number of Shares issuable under this Award, if any, shall be determined after the end of the Performance Period as if you had not terminated employment based on actual performance.
|
(b)
|
Retirement.
|
(i)
|
For purposes of this Section 5, “Retirement” means the cessation of service as an employee, for any reason other than death, Disability or termination for Cause, if:
|
(A)
|
you are at least 60 years of age and have at least 10 years of continuous service with the Company and its Subsidiaries; and
|
(B)
|
you have provided for an orderly transition of your duties to a successor, including by: (1) providing notice to the Chief Executive Officer of the Company (or in the case of the Chief Executive Officer, to the Chairman or Lead Director of the Board of Directors of the Company as the case may be) that you are considering retirement sufficiently in advance of your anticipated retirement date; and (2) assisting with the identification and selection of, and transition of your duties to, a successor ((1) and (2) being referred to herein collectively as the “Specified Transition Requirements”).
|
(ii)
|
Notwithstanding the foregoing:
|
(A)
|
If you receive written notification from the Compensation Committee that you failed to satisfy any Specified Transition Requirement, then any portion of the Award that is unvested as of the date of such notification shall terminate as of such date.
|
(B)
|
In addition to the obligations set forth in Section 4 for the period set forth therein, while any portion of this Award remains unvested and for one year after the last vesting event of any equity award held by you at the time of Retirement (the “Restricted Period”), you may not:
|
(1)
|
perform work of any kind for a Competitor, including as an employee, board member, consultant or otherwise;
|
(2)
|
perform work for a non-Competitor other than as permitted by clause (ii)(C) below; or
|
(3)
|
violate any post-employment covenant applicable to you under any agreement in effect with, or policy of, the Company or any of its Subsidiaries (each of (1)-(3) being a “Post-Retirement Violation”).
|
(C)
|
During the Restricted Period you may work for a non-Competitor; provided that you may not have a role or responsibilities similar to or greater than those which you had while employed by the Company. For the sake of clarity, work for a non-profit and service as a director for a non-Competitor are expressly permitted.
|
(D)
|
While this Award is outstanding, as a condition to continued vesting, upon request of the Company, you must certify that you have not engaged in a Post-Retirement Violation and must provide such information as the Company requests in order to verify such certification.
|
(iii)
|
Without limiting any other provision of this Agreement, including Section 4 as applicable, if a Post-Retirement Violation occurs:
|
(A)
|
vesting of any unvested portion of the Award shall immediately cease;
|
(B)
|
any Shares received upon vesting after the Post-Retirement Violation are subject to recoupment (either the actual shares or the current value thereof) if the Post-Retirement Violation was of the nature described in (ii)(B)(2) above;
|
(C)
|
the remedies available to the Company under Section 4(e), including recoupment of Shares, shall apply if the Post-Retirement Violation was of the nature described in (ii)(B)(1) or (3) above and occurred during the first 12 months following Retirement; and
|
(D)
|
any Shares received upon vesting after Retirement are subject to recoupment (either the actual shares or the current value thereof) if the Post-Retirement Violation was of the nature described in (ii)(B)(1) or (3) above and occurred after the one-year anniversary of your Retirement.
|
(iv)
|
All determinations regarding whether you have engaged in a Post-Retirement Violation shall be made by the Compensation Committee.
|
(v)
|
If you die after Retirement and prior to the date that this Award vests, then the provisions of Sections 5(a) and (b) shall continue to apply as if you had not died.
|
(c)
|
Change of Control. If a Change of Control of the Company occurs prior to the end of the Performance Period, then as of the date of the Change of Control, you will be paid cash in an amount equal to the fair market value (as of the date of the Change of Control) of such number of Shares as is determined by multiplying the number of Target Units set forth in the Award Memorandum times 150%. Thereafter, the Award shall terminate.
|
(d)
|
Service as Director. For purposes of this Agreement, an employee of the Company, if also serving as a director, will not be deemed to have terminated employment for purposes of this Agreement until his or her service as a director ends, and his or her years of service will be deemed to include years of service as a director.
|
(e)
|
Termination for Cause. Notwithstanding anything herein to the contrary, if you are terminated from employment by the Company for Cause, then this Award will forfeit immediately without vesting as of the date of such termination.
|
(f)
|
No Further Obligation. The Company will have no further obligations to you under this Agreement if the Award terminates as provided herein.
|
(g)
|
Separation Agreement. The provisions of this Section 5 are subject to (and may be amended by) the terms of a written separation agreement entered into between you and the Company or any of its Subsidiaries.
|
6.
|
Deferral of Performance Share Units. If you are eligible to, and properly elect to, defer delivery of all or part of the Shares otherwise issuable under this Award, such deferral will be governed by the Performance Share Unit Deferral Election Form executed by you separately from this Agreement.
|
7.
|
Issuance of Shares. The Company, or its transfer agent, will issue and deliver the Shares to you as soon as practicable after the Vesting Date (pursuant to the terms hereof) with respect to such Shares, or, if a deferral election was made, at the time specified in the Deferral Election Form. If you die before the Company has distributed the Shares due with respect to the vested Performance Share Units, the Company will issue the Shares to your estate or in accordance with applicable laws of descent and distribution. The Shares will be issued and delivered in book entry form, and the Company will not be liable for damages relating to any delays in making an appropriate book entry or any mistakes or errors in the making of the book entry; provided that the Company shall correct any errors caused by it. Any such book entry will be subject to such stop transfer orders and other restrictions as the Company may deem advisable under (a) the Plan and any agreement between you and the Company with respect to this Award or the Shares, (b) any applicable federal or state laws, and/or (c) the rules, regulations and other requirements of the Securities and Exchange Commission (“SEC”) or any stock exchange upon which the Shares are listed. The Company may cause an
|
8.
|
Non-Transferability of Award. Except as provided in the Plan, this Agreement and the Award Memorandum, until the Shares have been issued under this Award, this Award and the Shares issuable hereunder and the rights and privileges conferred hereby may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (by operation of law or otherwise). Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Award, or of any right or privilege conferred hereby, contrary to the provisions of the Plan or of this Agreement, or upon any attempted sale under any execution, attachment or similar process upon the rights and privileges conferred hereby, this Award and the rights and privileges conferred hereby shall immediately become null and void.
|
9.
|
Conditions to Issuance of Shares. The Shares issued to you hereunder may be either previously authorized but unissued shares or issued shares which have been reacquired by the Company. The Company shall not be required to issue any Shares hereunder prior to fulfillment of all of the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Shares under any state or federal law or under the rulings or regulations of the SEC or any other governmental regulatory body, which the compensation committee of the Board of Directors (the “Compensation Committee”) shall, in its discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency, which the Compensation Committee shall, in its discretion, determine to be necessary or advisable; (d) the lapse of such reasonable period of time following the date of vesting of the Award or the payment event specified in a deferral election as the Compensation Committee may establish from time to time for reasons of administrative convenience (provided that any such period shall be in compliance with Code Section 409A); and (e) your acceptance of the terms and conditions of this Agreement, the Award Memorandum and the Plan within the time period and in the manner specified in this Agreement.
|
10.
|
Dividends; No Rights as Shareholder. If the Company declares a cash dividend and the dividend record date occurs prior to the date the Vesting Date, you will be credited with an additional number of Target Units on the date the cash dividends are paid to the Company shareholders equal to (a) the amount of cash dividends payable with respect to a number of shares of stock equal to your Target Units divided by (b) the Fair Market Value of a Share on the date the dividend is paid. Until this Award vests and the Shares are issued to you, you shall have no rights as a shareholder of the Company with respect to the Shares. Specifically, you understand and agree that you do not have voting rights or, except as provided in this Section 10, the right to receive dividends or any other distributions paid with respect to shares of Company common stock by virtue of this Award or the Shares subject hereto.
|
11.
|
Addresses for Notices. Any notice to be given to the Company under the terms of this Agreement shall be addressed to the Company as follows: Corporate Secretary, Fiserv, Inc., 255 Fiserv Drive, Brookfield, WI 53045, or at such other address as the Company may hereafter designate in writing. Any notice to be given to you shall be addressed to you at the address set forth in the Company’s records from time to time.
|
12.
|
Captions; Agreement Severable. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement. In the event that any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.
|
13.
|
Securities and Tax Representations.
|
(a)
|
You acknowledge receipt of the prospectus under the Registration Statement on Form S-8 with respect to the Plan filed by the Company with the SEC. You represent and agree that you will
|
(b)
|
You represent and warrant that you understand the federal, state and local income and employment tax consequences associated with the granting of the Award, the vesting of the Award, the deferral of all or a portion of the Shares otherwise issuable upon vesting of the Award, and the subsequent sale or other disposition of any Shares. You understand and agree that when this Award vests and Shares are issued, and you thereby realize gross income (if any) taxable as compensation in respect of such vesting or issuance, the Company will be required to withhold federal, state and local taxes on the full amount of the compensation income realized by you and may also be required to withhold other amounts as a result of such vesting. You also understand and agree that the Company may be required to withhold certain payroll taxes in connection with your Retirement or your termination due to Disability prior to the issuance of Shares. You hereby agree to provide the Company with cash funds or Shares equal in value to the federal, state and local payroll and income taxes and other amounts required to be withheld by the Company or its Subsidiary in respect of any compensation income or wages in relation to the Award or make other arrangements satisfactory to the Company regarding such amounts, which may include deduction of such taxes from other wages owed to you by the Company or its Subsidiaries. All matters with respect to the total amount to be withheld shall be determined by the Company in its sole discretion.
|
14.
|
Market Stand-Off. The Company reserves the right to impose restrictions on dispositions in connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended. Upon receipt of written notice from the Company of a trading restriction, you agree that you shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Award without the prior written consent of the Company. Such restriction shall be in effect for such period of time following the date of the final prospectus for the offering as may be determined by the Company. In no event, however, shall such period exceed one hundred eighty (180) days.
|
15.
|
General Provisions.
|
(a)
|
None of the Plan, this Agreement or the Award Memorandum confers upon you any right to continue to be employed by the Company or any Subsidiary of the Company or limits in any respect any right of the Company or any Subsidiary of the Company to terminate your employment at any time, without liability.
|
(b)
|
This Agreement, the Award Memorandum, the Plan and the Restricted Stock Unit Deferral Election Form, if any, contain the entire agreement between the Company and you relating to the Award and the Shares and supersede all prior agreements or understandings relating thereto.
|
(c)
|
This Agreement and the Award Memorandum may only be modified, amended or cancelled as provided in the Plan.
|
(d)
|
If any one or more provisions of this Agreement or the Award Memorandum is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
|
(e)
|
Any remedies available to the Company under the Plan or this Agreement are cumulative and are in addition to, and are not affected by, the other rights and remedies available to the Company under the Plan, this Agreement, by law or otherwise.
|
(f)
|
This Agreement and the Award Memorandum shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to conflict of law provisions.
|
(g)
|
The Company agrees, and you agree, to be subject to and bound by all of the terms and conditions of the Plan. The Prospectus for the Plan is accessible on the Company’s administrative agent’s website (www.netbenefits.fidelity.com) in the “forms library” and a paper copy is available upon request.
|
(h)
|
This Agreement and the Award Memorandum shall be binding upon and inure to the benefit of any successor or assign of the Company and to any heir, distributee, executor, administrator or legal representative entitled by law to your rights hereunder.
|
(i)
|
You understand that, under the terms of the Plan, this Agreement and the Award Memorandum, the Company may cancel or rescind this Award and/or the Shares in certain circumstances.
|
|
|
|
Employee:
|
|
[FIRST NAME] [LAST NAME]
|
|
|
|
Grant Date:
|
|
[GRANT DATE]
|
|
|
|
Target Units:
|
|
[NUMBER OF SHARES AT TARGET]
|
|
|
|
Performance Period:
|
|
[PERFORMANCE PERIOD
|
2.
|
Vesting. This Award will vest (if at all) as specified in the Award Memorandum on the date of the first meeting of the Board of Directors after the date on which the Compensation Committee certifies the level of achievement of the Performance Goal(s) (the “Vesting Date”), provided you remain in employment through the Vesting Date. Subject to any deferral election then in effect, the Shares subject to this Award will be issued as indicated in this Agreement. This Award also may continue to vest following your Retirement (as defined below), death or Disability as described in Sections 5(a) and (b).
|
3.
|
Termination of Award. Your Award (except for the provisions of Section 4) shall terminate in all events on the earliest of (a) the date upon which vesting is no longer permitted pursuant to Section 5, (b) the date the Shares due hereunder have been issued to you, or (c) your failure to accept the terms of this Agreement, the Award Memorandum and the Plan within the time period and in the manner specified in this Agreement.
|
4.
|
Confidential Information, Non-Competition and Related Covenants.
|
(a)
|
Definitions.
|
(i)
|
“Fiserv” means the Company, its direct and indirect Subsidiaries, affiliated entities, successors, and assigns.
|
(ii)
|
“Confidential Information” means all trade secrets, Innovations (as defined below), confidential or proprietary business information and data, computer software, and database technologies or technological information, formulae, templates, algorithms, designs, process and systems information, processes, intellectual property rights, marketing plans, client lists and specifications, pricing and cost information and any other confidential information of Fiserv or its clients, vendors or subcontractors that relates to the business of Fiserv or to the business of any client, vendor or subcontractor of Fiserv or any other party with whom Fiserv agrees to hold information in confidence, whether patentable, copyrightable or protectable as a trade secret or not, except: (A) information that is, at the time of disclosure, in the public domain or that is subsequently published or otherwise becomes part of the public domain through no fault of yours; or (B) information that is disclosed by you under order of law or governmental regulation; provided, however, that you agree to notify the General Counsel of Fiserv upon receipt of any request for disclosure as soon as possible prior to any such disclosure so that appropriate safeguards may be maintained.
|
(iii)
|
“Competing Product or Service” means any product or service that is sold in competition with, or is being developed and that will compete with, a product or service developed, manufactured, or sold by Fiserv. For purposes of this Section 4, Competing Products or
|
(iv)
|
“Competitor” means an individual, business or any other entity or enterprise engaged or having publicly announced its intent to engage in the sale or marketing of any Competing Product or Service.
|
(v)
|
“Innovations” means all developments, improvements, designs, original works of authorship, formulas, processes, software programs, databases, and trade secrets, whether or not patentable, copyrightable or protectable as trade secrets, that you, either by yourself or jointly with others, create, modify, develop, or implement during the period of your employment with Fiserv that relate in any way to Fiserv’s business.
|
(vi)
|
“Moral Rights” means any rights to claim authorship of a work of authorship, to object to or prevent the modification of any such work of authorship, or to withdraw from circulation or control the publication or distribution of any such work of authorship.
|
(vii)
|
“Client” means any person, association or entity: (A) for which you directly performed services or for which you supervised others in performing services with Fiserv, during any part of your employment with Fiserv, or after the termination of your employment, during any part of the 24 months preceding the termination of your employment with Fiserv; or (B) about which you have Confidential Information as a result of your employment with Fiserv.
|
(viii)
|
“Prospective Client” means any client: (A) with which Fiserv was in active business discussions or negotiations at any time during any part of your employment with Fiserv, or after the termination of your employment, during any part of the 24 months preceding the termination of your employment with Fiserv, in which you participated or for which you directly performed services or for which you supervised others in performing services with Fiserv; or (B) about which you have Confidential Information as a result of your employment with Fiserv.
|
(b)
|
During your employment, Fiserv will provide you with Confidential Information relating to Fiserv, its business and clients, the disclosure or misuse of which would cause severe and irreparable harm to Fiserv. You agree that all Confidential Information is and shall remain the sole and absolute property of Fiserv. Upon the termination of your employment for any reason, you shall immediately return to Fiserv all documents and materials that contain or constitute Confidential Information, in any form whatsoever, including but not limited to, all copies, abstracts, electronic versions, and summaries thereof. You further agree that, without the written consent of the Chief Executive Officer of the Company or, in the case of the Chief Executive Officer of the Company, without the written approval of the Board of Directors of the Company:
|
(i)
|
You will not disclose, use, copy or duplicate, or otherwise permit the use, disclosure, copying or duplication of any Confidential Information of Fiserv, other than in connection with the authorized activities conducted in the course of your employment with Fiserv. You agree to take all reasonable steps and precautions to prevent any unauthorized disclosure, use, copying or duplication of Confidential Information.
|
(ii)
|
All Innovations are and shall remain the sole and absolute property of Fiserv. You will provide all assistance requested by Fiserv, at its expense, in the preservation of its interest
|
(iii)
|
Notwithstanding the preceding statements, you understand that, pursuant to 18 U.S.C. §1833(b)(1) and §1833(b)(2):
|
(A)
|
An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (I) is made (x) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (II) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
|
(B)
|
An individual who files a lawsuit for retaliation by the Company for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (I) files any document containing the trade secret under seal and (II) does not disclose the trade secret, except pursuant to court order.
|
(c)
|
You agree that, without the written consent of the Chief Executive Officer of the Company or, in the case of the Chief Executive Officer of the Company, without the written approval of the Board of Directors of the Company, you shall not engage in any of the conduct described in subsections (i) or (ii), below, either directly or indirectly, or as an employee, contractor, consultant, partner, officer, director or stockholder, other than a stockholder of less than 5% of the equities of a publicly traded corporation, or in any other capacity for any person, firm, partnership or corporation:
|
(i)
|
During the time of your employment with Fiserv, you will not: (A) perform duties as or for a Competitor, Client or Prospective Client of Fiserv (except to the extent required by your employment with Fiserv); or (B) participate in the inducement of or otherwise encourage Fiserv employees, clients, or vendors to currently and/or prospectively breach, modify, or terminate any agreement or relationship they have or had with Fiserv.
|
(ii)
|
For a period of 12 months following the date of termination of your employment, you will not: (A) perform duties as or for a Competitor, Client or Prospective Client of Fiserv that are the same as or similar to the duties performed by you for Fiserv at any time during any part of the 24 month period preceding the termination of your employment with Fiserv; (B) participate in the inducement of or otherwise encourage Fiserv employees, clients, or vendors to currently and/or prospectively breach, modify, or terminate any agreement or relationship they have or had with Fiserv during any part of the 24 month period preceding the termination of your employment with Fiserv; or (C) participate voluntarily or provide assistance or information to any person or entity either negotiating with Fiserv involving a Competing Product or Service, or concerning a potential or existing business or legal dispute with Fiserv, including, but not limited to, litigation, except as may be required by law.
|
(d)
|
You acknowledge and agree that compliance with this Section 4 and, if applicable, Section 5(b)(ii) is necessary to protect the Company, and that a breach of any of this Section 4 or Section 5(b)(ii) will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law. In the event of a breach of this Section 4, or any part thereof, the Company, and its successors and assigns, shall be entitled to injunctive relief and to such other and further relief as is proper under the circumstances. The Company may institute and prosecute proceedings in any Court of competent jurisdiction either in law or in equity to obtain damages for any such breach of this Section 4 or Section 5(b)(ii), or to enjoin you from performing services in breach of Section 4. You hereby agree to submit to the jurisdiction of any Court of competent jurisdiction in any disputes that arise under this Agreement.
|
(e)
|
You further agree that, in the event of your breach of this Section 4 or in accordance with Section 5(b)(v)(C), the Company shall also be entitled to recover the value of all amounts previously paid or payable and any shares (or the current value of any shares) delivered or deliverable to you pursuant to any Fiserv bonus program, this Agreement, and any other Fiserv plan or arrangement.
|
(f)
|
You agree that the terms of this Agreement shall survive the termination of your employment with the Company.
|
(g)
|
YOU HAVE READ THIS SECTION 4 AND SECTION 5(b) AND AGREE THAT THE CONSIDERATION PROVIDED BY THE COMPANY IS FAIR AND REASONABLE AND FURTHER AGREE THAT GIVEN THE IMPORTANCE TO THE COMPANY OF ITS CONFIDENTIAL AND PROPRIETARY INFORMATION, THE POST-EMPLOYMENT RESTRICTIONS ON YOUR ACTIVITIES ARE LIKEWISE FAIR AND REASONABLE.
|
(a)
|
Vesting. If you cease to be an employee of the Company or any Subsidiary of the Company for any reason (a “Termination Event”) prior to the Vesting Date, then the Award shall terminate on the date on which such Termination Event occurs; provided that, if the reason for your Termination Event is:
|
(i)
|
Death or Disability, then the number of Shares issuable under this Award, if any, shall be determined after the end of the Performance Period as if you had not terminated employment, based on actual performance.
|
(ii)
|
Retirement within 12 months prior to the last day of the Performance Period, then the number of Shares issuable under this Award, if any, shall be determined after the end of the Performance Period as if you had not terminated employment based on actual performance.
|
(b)
|
Retirement.
|
(i)
|
For purposes of this Section 5, “Retirement” means the cessation of service as an employee, for any reason other than death, Disability or termination for Cause, if:
|
(A)
|
you are at least 60 years of age and have at least 10 years of continuous service with the Company and its Subsidiaries; and
|
(B)
|
you have provided advance notice of your retirement as described below, unless a shorter period is approved by the Company’s Chief Executive Officer, Chief Human Resources Officer or their respective designees:
|
(1)
|
If you are employed at the Vice President level or below, you have provided at least 6 months’ advance notice of your retirement; or
|
(2)
|
If you are employed at the Senior Vice President level or above, you have provided at least 12 months’ advance notice of your retirement.
|
(ii)
|
If you are employed at the Director level or higher as of the date of your Retirement, in addition to the obligations set forth in Section 4 for the period set forth therein, while any portion of this Award remains unvested and for one year after the last vesting event of any equity award held by you at the time of Retirement (the “Restricted Period”), you may not:
|
(1)
|
perform work of any kind for a Competitor, including as an employee, board member, consultant or otherwise;
|
(2)
|
perform work for a non-Competitor other than as permitted by clause (iii) below; or
|
(3)
|
violate any post-employment covenant applicable to you under any agreement in effect with, or policy of, the Company or any of its Subsidiaries (each of (1)-(3) being a “Post-Retirement Violation”).
|
(iii)
|
During the Restricted Period you may work for a non-Competitor; provided that you may not have a role or responsibilities similar to or greater than those which you had while employed by the Company. For the sake of clarity, work for a non-profit and service as a director for a non-Competitor are expressly permitted.
|
(iv)
|
While this Award is outstanding, as a condition to continued vesting, upon request of the Company, you must certify that you have not engaged in a Post-Retirement Violation and must provide such information as the Company requests in order to verify such certification.
|
(v)
|
Without limiting any other provision of this Agreement, including Section 4 as applicable, if a Post-Retirement Violation occurs:
|
(A)
|
vesting of any unvested portion of the Award shall immediately cease;
|
(B)
|
any Shares received upon vesting after a Post-Retirement Violation are subject to recoupment (either the actual shares or the current value thereof) if the Post-Retirement Violation was of the nature described in (ii)(2) above;
|
(C)
|
the remedies available to the Company under Section 4(e), including recoupment of Shares, shall apply if the Post-Retirement Violation was of the nature described in (ii)(1) or (3) above and occurred during the first 12 months following Retirement; and
|
(D)
|
any Shares received upon vesting after Retirement are subject to recoupment (either the actual shares or the current value thereof) if the Post-Retirement Violation was of the nature described in (ii)(1) or (3) above and occurred after the one-year anniversary of your Retirement.
|
(vi)
|
All determinations regarding whether you have engaged in a Post-Retirement Violation shall be made by the Compensation Committee.
|
(vii)
|
If you die after Retirement and prior to the date that this Award vests, then the provisions of Sections 5(a) and (b) shall continue to apply as if you had not died.
|
(c)
|
Change of Control. If a Change of Control of the Company occurs prior to the end of the Performance Period, then as of the date of the Change of Control, you will be paid cash in an amount equal to the fair market value (as of the date of the Change of Control) of such number of Shares as is determined by multiplying the number of Target Units set forth in the Award Memorandum times 150%. Thereafter, the Award shall terminate.
|
(d)
|
Service as Director. For purposes of this Agreement, an employee of the Company, if also serving as a director, will not be deemed to have terminated employment for purposes of this Agreement until his or her service as a director ends, and his or her years of service will be deemed to include years of service as a director.
|
(e)
|
Termination for Cause. Notwithstanding anything herein to the contrary, if you are terminated from employment by the Company for Cause, then this Award will forfeit immediately without vesting as of the date of such termination.
|
(f)
|
No Further Obligation. The Company will have no further obligations to you under this Agreement if the Award terminates as provided herein.
|
(g)
|
Separation Agreement. The provisions of this Section 5 are subject to (and may be amended by) the terms of a written separation agreement entered into between you and the Company or any of its Subsidiaries.
|
6.
|
Deferral of Performance Share Units. If you are eligible to, and properly elect to, defer delivery of all or part of the Shares otherwise issuable under this Award, such deferral will be governed by the Performance Share Unit Deferral Election Form executed by you separately from this Agreement.
|
7.
|
Issuance of Shares. The Company, or its transfer agent, will issue and deliver the Shares to you as soon as practicable after the Vesting Date (pursuant to the terms hereof) with respect to such Shares, or, if a deferral election was made, at the time specified in the Deferral Election Form. If you die before the Company has distributed the Shares due with respect to the vested Performance Share Units, the Company will issue the Shares to your estate or in accordance with applicable laws of descent and distribution. The Shares will be issued and delivered in book entry form, and the Company will not be liable for damages relating to any delays in making an appropriate book entry or any mistakes or errors in the making of the book entry; provided that the Company shall correct any errors caused by it. Any such book entry will be subject to such stop transfer orders and other restrictions as the Company may deem advisable under (a) the Plan and any agreement between you and the Company with respect to this Award or the Shares, (b) any applicable federal or state laws, and/or (c) the rules, regulations and other requirements of the Securities and Exchange Commission (“SEC”) or any stock exchange upon which the Shares are listed. The Company may cause an
|
8.
|
Non-Transferability of Award. Except as provided in the Plan, this Agreement and the Award Memorandum, until the Shares have been issued under this Award, this Award and the Shares issuable hereunder and the rights and privileges conferred hereby may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (by operation of law or otherwise). Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Award, or of any right or privilege conferred hereby, contrary to the provisions of the Plan or of this Agreement, or upon any attempted sale under any execution, attachment or similar process upon the rights and privileges conferred hereby, this Award and the rights and privileges conferred hereby shall immediately become null and void.
|
9.
|
Conditions to Issuance of Shares. The Shares issued to you hereunder may be either previously authorized but unissued shares or issued shares which have been reacquired by the Company. The Company shall not be required to issue any Shares hereunder prior to fulfillment of all of the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Shares under any state or federal law or under the rulings or regulations of the SEC or any other governmental regulatory body, which the compensation committee of the Board of Directors (the “Compensation Committee”) shall, in its discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency, which the Compensation Committee shall, in its discretion, determine to be necessary or advisable; (d) the lapse of such reasonable period of time following the date of vesting of the Award or the payment event specified in a deferral election as the Compensation Committee may establish from time to time for reasons of administrative convenience (provided that any such period shall be in compliance with Code Section 409A); and (e) your acceptance of the terms and conditions of this Agreement, the Award Memorandum and the Plan within the time period and in the manner specified in this Agreement.
|
10.
|
Dividends; No Rights as Shareholder. If the Company declares a cash dividend and the dividend record date occurs prior to the Vesting Date, you will be credited with an additional number of Target Units on the date the cash dividends are paid to the Company shareholders equal to (a) the amount of cash dividends payable with respect to a number of shares of stock equal to your Target Units divided by (b) the Fair Market Value of a Share on the date the dividend is paid. Until this Award vests and the Shares are issued to you, you shall have no rights as a shareholder of the Company with respect to the Shares. Specifically, you understand and agree that you do not have voting rights or, except as provided in this Section 10, the right to receive dividends or any other distributions paid with respect to shares of Company common stock by virtue of this Award or the Shares subject hereto.
|
11.
|
Addresses for Notices. Any notice to be given to the Company under the terms of this Agreement shall be addressed to the Company as follows: Corporate Secretary, Fiserv, Inc., 255 Fiserv Drive, Brookfield, WI 53045, or at such other address as the Company may hereafter designate in writing. Any notice to be given to you shall be addressed to you at the address set forth in the Company’s records from time to time.
|
12.
|
Captions; Agreement Severable. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement. In the event that any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.
|
13.
|
Securities and Tax Representations.
|
(a)
|
You acknowledge receipt of the prospectus under the Registration Statement on Form S-8 with respect to the Plan filed by the Company with the SEC. You represent and agree that you will comply with all applicable laws and Company policies relating to the Plan, this Agreement and any disposition of Shares and that upon the acquisition of any Shares subject to this Award, you will make or enter into such written representations, warranties and agreements as the Company may reasonably request to comply with applicable securities laws or this Agreement.
|
(b)
|
You represent and warrant that you understand the federal, state and local income and employment tax consequences associated with the granting of the Award, the vesting of the Award, the deferral of all or a portion of the Shares otherwise issuable upon vesting of the Award, and the subsequent sale or other disposition of any Shares. You understand and agree that when this Award vests and Shares are issued, and you thereby realize gross income (if any) taxable as compensation in respect of such vesting or issuance, the Company will be required to withhold federal, state and local taxes on the full amount of the compensation income realized by you and may also be required to withhold other amounts as a result of such vesting. You also understand and agree that the Company may be required to withhold certain payroll taxes in connection with your Retirement or your termination due to Disability prior to the issuance of Shares. You hereby agree to provide the Company with cash funds or Shares equal in value to the federal, state and local payroll and income taxes and other amounts required to be withheld by the Company or its Subsidiary in respect of any compensation income or wages in relation to the Award or make other arrangements satisfactory to the Company regarding such amounts, which may include deduction of such taxes from other wages owed to you by the Company or its Subsidiaries. All matters with respect to the total amount to be withheld shall be determined by the Company in its sole discretion.
|
14.
|
Market Stand-Off. The Company reserves the right to impose restrictions on dispositions in connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended. Upon receipt of written notice from the Company of a trading restriction, you agree that you shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Award without the prior written consent of the Company. Such restriction shall be in effect for such period of time following the date of the final prospectus for the offering as may be determined by the Company. In no event, however, shall such period exceed one hundred eighty (180) days.
|
15.
|
General Provisions.
|
(a)
|
None of the Plan, this Agreement or the Award Memorandum confers upon you any right to continue to be employed by the Company or any Subsidiary of the Company or limits in any respect any right of the Company or any Subsidiary of the Company to terminate your employment at any time, without liability.
|
(b)
|
This Agreement, the Award Memorandum, the Plan and the Restricted Stock Unit Deferral Election Form, if any, contain the entire agreement between the Company and you relating to the Award and the Shares and supersede all prior agreements or understandings relating thereto.
|
(c)
|
This Agreement and the Award Memorandum may only be modified, amended or cancelled as provided in the Plan.
|
(d)
|
If any one or more provisions of this Agreement or the Award Memorandum is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
|
(e)
|
Any remedies available to the Company under the Plan or this Agreement are cumulative and are in addition to, and are not affected by, the other rights and remedies available to the Company under the Plan, this Agreement, by law or otherwise.
|
(f)
|
This Agreement and the Award Memorandum shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to conflict of law provisions.
|
(g)
|
The Company agrees, and you agree, to be subject to and bound by all of the terms and conditions of the Plan. The Prospectus for the Plan is accessible on the Company’s administrative agent’s website (www.netbenefits.fidelity.com) in the “forms library” and a paper copy is available upon request.
|
(h)
|
This Agreement and the Award Memorandum shall be binding upon and inure to the benefit of any successor or assign of the Company and to any heir, distributee, executor, administrator or legal representative entitled by law to your rights hereunder.
|
(i)
|
You understand that, under the terms of the Plan, this Agreement and the Award Memorandum, the Company may cancel or rescind this Award and/or the Shares in certain circumstances.
|
Annual Equity
|
|
|
|
||
Restricted stock units
|
|
$
|
192,000
|
|
(1)
|
Lead Director Fee
|
|
|
|
||
Restricted stock units
|
|
$
|
75,000
|
|
(2)
|
Board Fee
|
|
$
|
78,000
|
|
|
Committee Fee
|
|
|
|
||
Audit
|
|
$
|
15,000
|
|
|
Compensation
|
|
$
|
15,000
|
|
|
Nominating and Corporate Governance
|
|
$
|
15,000
|
|
|
Committee Chair Fee
|
|
|
|
||
Audit
|
|
$
|
10,000
|
|
|
Compensation
|
|
$
|
10,000
|
|
|
Nominating and Corporate Governance
|
|
$
|
10,000
|
|
|
(1)
|
Upon being elected or re-elected as a director, each non-employee director receives such number of restricted stock units as is determined by dividing $192,000 by the closing price of our common stock on the grant date.
|
|
|
|
Name under which Subsidiary does Business
|
|
Jurisdiction of Incorporation
|
Administradora de Tarjetas S.R.L.
|
|
Argentina
|
ayCash GmbH
|
|
Germany
|
BA Merchant Services, LLC
|
|
Ohio
|
Banc of America Merchant Services, LLC
|
|
Delaware
|
Bank of America Merchant Services Canada Corp.
|
|
Canada
|
BillMatrix Corporation
|
|
Delaware
|
BluePay Canada, ULC
|
|
Canada
|
BluePay Processing, LLC
|
|
Delaware
|
BOFA Merrill Lynch Merchant Services (Europe) Limited
|
|
United Kingdom
|
BofA Merrill Lynch Merchant Services (Ireland) Limited
|
|
Ireland
|
BUYPASS Inco Corporation
|
|
Delaware
|
CardConnect, LLC
|
|
Delaware
|
Carreker Corporation
|
|
Delaware
|
CashEdge Inc.
|
|
Delaware
|
CDI BluePay Private Limited
|
|
India
|
CESI Holdings, LLC
|
|
Delaware
|
CheckFree Corporation
|
|
Delaware
|
CheckFree Services Corporation
|
|
Delaware
|
CheckFree Solutions Limited
|
|
United Kingdom
|
CheckFreePay Corporation
|
|
Connecticut
|
Clover Network, Inc.
|
|
Delaware
|
Concord Computing Corporation
|
|
Delaware
|
Concord EFS, Inc.
|
|
Delaware
|
Concord Payment Services, Inc.
|
|
Georgia
|
Concord Transaction Services, LLC
|
|
Colorado
|
Corillian Corporation
|
|
Oregon
|
CTS Holdings, LLC
|
|
Colorado
|
DW Holdings Canada ULC
|
|
Canada
|
Eastern States Bankcard Association Inc.
|
|
New York not-for-profit
|
Eastern States Monetary Services Inc.
|
|
New York not-for-profit
|
Electronic Banking Solutions Limited
|
|
Australia
|
European Merchant Services B.V.
|
|
Netherlands
|
FD do Brasil Soluções de Pagamento Ltda.
|
|
Brazil
|
FDGS Group, LLC
|
|
Delaware
|
FDR Delaware Holdings Limited
|
|
United Kingdom
|
FDR Limited
|
|
Delaware
|
FDR U.K. Limited
|
|
United Kingdom
|
FDS Holdings, Inc.
|
|
Delaware
|
Federated Union Systems Europe, Ltd.
|
|
Ireland
|
Federated Union Systems, Limited
|
|
Ireland
|
First Data (China) Co., Ltd.
|
|
China
|
First Data (India) Private Limited
|
|
India
|
First Data (Mauritius) Holding Company
|
|
Mauritius
|
First Data (Norway) Holding AS
|
|
Norway
|
First Data (Singapore) Pte. Ltd.
|
|
Singapore
|
First Data Asia Pte Ltd.
|
|
Singapore
|
First Data Austria GmbH
|
|
Austria
|
First Data Austria Holdings GmbH
|
|
Austria
|
First Data Canada Ltd.
|
|
Canada
|
First Data Card Solutions, Inc.
|
|
Maryland
|
First Data Colombia Ltda.
|
|
Colombia
|
First Data Cono Sur SRL
|
|
Argentina
|
First Data Corporation
|
|
Delaware
|
First Data Corporation Australia (Holdings) Pty Limited
|
|
Australia
|
First Data Development Private Ltd
|
|
India
|
First Data Egypt LLC
|
|
Egypt
|
First Data Employee Hardship Fund
|
|
Colorado not-for-profit
|
First Data Europe Limited
|
|
United Kingdom
|
First Data Global Services Limited
|
|
Ireland
|
First Data GmbH
|
|
Germany
|
First Data Government Solutions, LP
|
|
Delaware
|
First Data Hardware Services Inc.
|
|
California
|
First Data Holding GmbH
|
|
Germany
|
First Data Holding I (Netherlands) BV
|
|
Netherlands
|
First Data Hong Kong Limited
|
|
Hong Kong
|
First Data Hydra Holdings LLC
|
|
Delaware
|
First Data Insurance Agency Inc.
|
|
Delaware
|
First Data International (Italia) Srl
|
|
Italy
|
First Data International LLC
|
|
Delaware
|
First Data International Luxembourg II S.a.r.l.
|
|
Luxembourg
|
First Data International Luxembourg III S.a.r.l.
|
|
Luxembourg
|
First Data International Luxembourg IV S.a.r.l.
|
|
Luxembourg
|
First Data Korea Limited
|
|
Korea
|
First Data Merchant Services LLC
|
|
Florida
|
First Data Merchant Services México, S. de R.L. de C.V.
|
|
Mexico
|
First Data Merchant Solutions (Hellas) Ltd
|
|
Greece
|
First Data Merchant Solutions (Hong Kong) Private Limited
|
|
Hong Kong
|
First Data Merchant Solutions (Macau) Private Limited
|
|
Macau
|
First Data Merchant Solutions (Malaysia) Sdn. Bhd.
|
|
Malaysia
|
First Data Merchant Solutions Australia Pty Ltd
|
|
Australia
|
First Data Merchant Solutions Private Limited (Singapore)
|
|
Singapore
|
First Data Middle East FZ-LLC
|
|
UAE
|
First Data Mobile (Bermuda) Holdings, Ltd.
|
|
Bermuda
|
First Data Mobile Holdings Limited
|
|
Ireland
|
First Data Mobile Payments Limited
|
|
Ireland
|
First Data Mobile Solutions GmbH
|
|
Germany
|
First Data Mobile Solutions Limited
|
|
Ireland
|
First Data Network Australia Limited
|
|
Australia
|
First Data Operations (Austria) GmbH
|
|
Austria
|
First Data Polska S.A.
|
|
Poland
|
First Data Processing, Inc.
|
|
Delaware
|
First Data Procurements México, S. de R.L. de C.V.
|
|
Mexico
|
First Data Real Estate Holdings L.L.C.
|
|
Delaware
|
First Data Receivables, LLC
|
|
Delaware
|
First Data Reporting Services LLC
|
|
Delaware
|
First Data Resources Australia Limited
|
|
Australia
|
First Data Resources Investments Pty Limited
|
|
Australia
|
First Data Resources Slovakia, s.r.o.
|
|
Slovak Republic
|
First Data Resources, LLC
|
|
Delaware
|
First Data Services LLC
|
|
Delaware
|
First Data Spain Holdings, S.L.
|
|
Spain
|
First Data Technologies, Inc.
|
|
Delaware
|
First Data Trust Company, LLC
|
|
Colorado
|
First Data UK Holdings Limited
|
|
United Kingdom
|
First Data Uruguay S.R.L.
|
|
Uruguay
|
First Merchant Processing (Ireland) Limited
|
|
Ireland
|
Fiserv Computer Systems, Inc.
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|
Canada
|
Fiserv CP, LLC
|
|
Delaware
|
Fiserv (Europe) Limited
|
|
United Kingdom
|
Fiserv Global Services, Inc.
|
|
Delaware
|
Fiserv Investment Solutions, Inc.
|
|
Delaware
|
Fiserv Solutions, LLC
|
|
Wisconsin
|
FTS (NSW) Pty. Limited
|
|
Australia
|
Funds & Assets Management LLC
|
|
New York
|
Gift Solutions LLC
|
|
Delaware
|
Gyft Mobile, Inc.
|
|
Delaware
|
Huntington Merchant Services, L.L.C.
|
|
Delaware
|
IB Merchant Services, LLC
|
|
Delaware
|
ICICI Merchant Services Private Limited
|
|
India
|
Information Technology, Inc.
|
|
Nebraska
|
Integrated Payment Systems Canada Inc.
|
|
Canada
|
Integrated Payment Systems Inc.
|
|
Delaware
|
Inverland Jasper SL
|
|
Spain
|
ITI of Nebraska, Inc.
|
|
Nebraska
|
JobPose, LLC
|
|
New Jersey
|
Marketplace Merchant Solutions Limited
|
|
Ireland
|
Merchant Solutions Private Limited
|
|
Sri Lanka
|
Merchant Solutions Private Limited
|
|
Bangladesh
|
Money Network Financial, LLC
|
|
Delaware
|
New Payment Services, Inc.
|
|
Georgia
|
Omnipay Limited
|
|
Ireland
|
PaySys Europe, B.V.
|
|
Netherlands
|
PaySys International Limited
|
|
Ireland
|
PaySys International Pty. Ltd.
|
|
Australia
|
PaySys International, Inc.
|
|
Florida
|
Pegaso Argentina S.R.L.
|
|
Argentina
|
Posnet SRL
|
|
Argentina
|
Processing Center, S.A.
|
|
Panama
|
Research Park Association, Inc.
|
|
Florida not-for-profit
|
Servicios de Aceptación S.A.S.
|
|
Colombia
|
Software Express Informatica Ltda
|
|
Brazil
|
Star Networks, Inc.
|
|
Delaware
|
Star Systems Assets, Inc.
|
|
Delaware
|
Star Systems, Inc.
|
|
Delaware
|
SunTrust Merchant Services, LLC
|
|
Delaware
|
TeleCheck International, Inc.
|
|
Georgia
|
TeleCheck Services Canada, Inc.
|
|
Canada
|
TeleCheck Services of Puerto Rico, Inc.
|
|
Georgia
|
TeleCheck Services, Inc.
|
|
Delaware
|
Tissington Limited
|
|
Ireland/Luxembourg
|
TRS Recovery Services, Inc.
|
|
Colorado
|
United Community Payment Systems, LLC
|
|
Delaware
|
XP Systems Corporation
|
|
Minnesota
|
YourPay LLC
|
|
Delaware
|
Zolter Services Limited
|
|
Ireland
|
1.
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I have reviewed this Annual Report on Form 10-K of Fiserv, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
|
Date:
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February 27, 2020
|
By:
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/s/ Jeffery W. Yabuki
|
|
|
|
|
Jeffery W. Yabuki
|
|
|
|
|
Chairman and Chief Executive Officer
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Fiserv, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
|
Date:
|
February 27, 2020
|
By:
|
/s/ Robert W. Hau
|
|
|
|
|
Robert W. Hau
|
|
|
|
|
Chief Financial Officer and Treasurer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
By:
|
/s/ Jeffery W. Yabuki
|
|
|
Jeffery W. Yabuki
|
|
|
Chairman and Chief Executive Officer
|
|
|
February 27, 2020
|
|
|
|
|
By:
|
/s/ Robert W. Hau
|
|
|
Robert W. Hau
|
|
|
Chief Financial Officer and Treasurer
|
|
|
February 27, 2020
|