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FISV > SEC Filings for FISV > Form 8-K on 24-Nov-2008All Recent SEC Filings

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Form 8-K for FISERV INC


24-Nov-2008

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Fiserv, Inc. Stock Option and Restricted Stock Plan

On November 18, 2008, the Compensation Committee of the Board of Directors (the "Committee") of Fiserv, Inc. (the "Company") approved an Amendment (the "Plan Amendment") to the Fiserv, Inc. Stock Option and Restricted Stock Plan (the "Plan") and a form of option agreement amendment for awards made thereunder (the "Stock Option Agreement Amendment") to comply with Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"). Although awards are no longer made under the Plan, the Committee approved the Plan Amendment and Stock Option Agreement Amendment to ensure that currently outstanding awards under the Plan are exempt from Section 409A. Messrs. Yabuki, Hirsch, Neill and Warsop, each of whom is a named executive officer, have outstanding awards under the Plan. The Plan Amendment clarifies that stock options issued under the Plan will not be repriced, replaced or regranted through cancellation or by lowering the exercise price of a previously granted stock option, except in connection with an adjustment event such as a stock split or in connection with a cancellation and re-grant approved by the Company's shareholders in advance. In addition, to ensure Section 409A compliance, the Stock Option Agreement Amendment provides that in the event of a change in control of the Company, a stock option may be cashed out for an amount equal to the difference between the highest price paid in a bona fide change in control transaction and the exercise price of the stock option.

The foregoing summary is qualified in its entirety by reference to the Plan Amendment and Stock Option Agreement Amendment filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

    Exhibit
    Number    Description

    10.1      Amendment to Fiserv, Inc. Stock Option and Restricted Stock Plan

    10.2      Form of Amendment to Stock Option Agreement


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