FIS Fidelity National Information Services Inc

Employee will be eligible to receive an annual incentive bonus opportunity under the Company’s annual officer performance bonus plan for each calendar year included in the Employment Term, with such opportunity to be earned based upon attainment of performance objectives established by Company (“Annual Bonus”). Employee’s target Annual Bonus under the annual performance bonus plan shall be no less than 150% of Employee’s then current Annual Base Salary, with a maximum annual payout of up to two (2) times target (collectively, the target and maximum are referred to as the “Annual Bonus Opportunity”). The Annual Bonus Opportunity for the 2023 plan year shall be pro-rated to reflect the percentage of the year Employee was employed by the Company. The actual Annual Bonus payment for the 2023 plan year shall be guaranteed to be no less than such pro-rated target Annual Bonus Opportunity. Employee’s Annual Bonus Opportunity may be periodically reviewed and increased by Company, but may not be decreased without Employee’s express written consent. If owed pursuant to the terms of the annual performance bonus plan, the Annual Bonus shall be paid no later than March 15th following the calendar year to which the Annual Bonus relates. Employee’s Annual Bonus is subject to the Company’s clawback policy, pursuant to which the Company may recoup all or a portion of any bonus paid if, after payment, there is a finding of fraud, a restatement of financial results, or errors or omissions discovered that call into question the business results on which the bonus was based. Unless provided otherwise herein or the Company determines otherwise, no Annual Bonus shall be paid to Employee unless Employee is employed by Company on the last day of the measurement period;

Pursuant to the terms of the Fidelity National Information Services, Inc. Amended and Restated 2022 Omnibus Incentive Plan, as amended (the “Omnibus Plan”), the Compensation Committee of the Board of Directors of the Company (“Compensation Committee”) shall grant Employee a one-time equity grant with a fair market value of $10,000,000 on the date of the grant. (“New Hire Grant”). This grant will be comprised entirely of restricted stock units with 50% vesting on each of the first two anniversaries of the grant date, and shall be made to Employee within fifteen (15) days following the Commencement Date;

Employee shall be eligible for future equity grants, with the first such grant expected to occur in the first calendar quarter of 2024. Employee’s target annual equity grant opportunity shall be $6,000,000, with the actual grant amount subject to approval by the Compensation Committee. The annual grants will include terms no less favorable than those made to other executive officers at that time;

Within 60 days following the Commencement Date, in connection with Employee’s acceptance of the Company’s offer to become its Chief Financial Officer and provide services at its headquarters in Florida, the Company will pay Employee a hiring bonus of $1,200,000, (the “Signing Bonus”), less all deductions for payroll taxes and other withholdings required by applicable law, to be paid in the pay period next following sixty days from the Commencement Date. If Employee voluntarily leaves employment with the Company (other than with Good Reason) within 24 months following the Commencement Date, Employee agrees to repay the Company a pro rata amount of this signing bonus based upon the percentage of time Employee was not employed by Company in the first twenty-four (24) months of the Employment Term (for the avoidance of doubt, no repayment shall occur upon Employee’s death or Disability and the Signing Bonus shall be paid to Employee (or Employee’s estate, if applicable) on the scheduled payment date if Employee’s employment is terminated by the Company without Cause, by Employee with Good Reason or as a result of Employee’s death or Disability prior to payment);

Employee shall also be eligible to receive a one-time lump sum payment in the amount of $500,000. This payment is contingent upon Employee’s permanent relocation to Jacksonville, Florida within nine (9) months of the Commencement Date as evidenced by Employee’s entering into a contract to purchase a permanent residence within nine (9) months of the Commencement Date (subject to extension if necessary for any unforeseen or emergency circumstances). Such payment shall be made to Employee within 60 days of the later of the Commencement Date or Employee’s purchase of a permanent residence. This payment is also subject to clawback if Employee voluntarily leaves employment with the Company within twenty-four (24) months of the Commencement Date, other than with Good Reason (for the avoidance of doubt, no repayment shall occur upon Employee’s death or Disability). In this event, Employee agrees to repay the Company a pro rata amount of this payment based upon the percentage of time he was not employed by the Company in the first twenty-four (24) months of the Employment Term;

Executive relocation assistance in connection with relocating Employee’s residence to Jacksonville, Florida as set forth in Appendix “A” attached hereto; and

All other benefits, perquisites and incentive opportunities made available to similarly situated executives.

Notice of Termination. Any purported termination of Employee’s employment (other than by reason of death) shall be communicated by written Notice of Termination (as defined herein) from one party to the other in accordance with the notice provisions contained in this Agreement. For purposes of this Agreement, a “Notice of Termination” shall mean a notice that indicates the “Date of Termination” and, with respect to a termination due to “Cause”, “Disability” or “Good Reason”, sets forth in reasonable detail the facts and circumstances that are alleged to provide a basis for such termination. A Notice of Termination from Company shall specify whether the termination is with or without Cause or due to Employee’s Disability. A Notice of Termination from Employee shall specify whether the termination is with or without Good Reason.

Date of Termination. For purposes of this Agreement, “Date of Termination” shall mean the date specified in the Notice of Termination (but in no event shall such date be earlier than the thirtieth (30^th) day following the date the Notice of Termination is given) or the date of Employee’s death. If the Company disagrees with an Employee’s designated Date of Termination, the Company shall have the right to set an alternative earlier final Date of Termination, which, in and of itself, shall not change the characterization of the termination (e.g., from an Employee Termination Without Good Reason to a Company Termination Without Cause).

No Waiver. The failure to set forth any fact or circumstance in a Notice of Termination, which fact or circumstance was not known to the party giving the Notice of Termination when the notice was given, shall not constitute a waiver of the right to assert such fact or circumstance in an attempt to enforce any right under another provision of this Agreement.

Cause. For purposes of this Agreement, a termination for “Cause” means a termination by Company based upon Employee’s: (i) persistent knowing failure to perform duties consistent with a commercially reasonable standard of care (other than due to a physical or mental impairment or due to an action or inaction directed by Company that would otherwise constitute Good Reason); (ii) willful gross neglect of duties (other than due to a physical or mental impairment or due to an action or inaction directed by Company that would otherwise constitute Good Reason); (iii) conviction of, or pleading nolo contendere to, criminal or other illegal activities involving dishonesty or moral turpitude; (iv) material breach of this Agreement; (v) material breach of the Company’s business policies, accounting practices or standards of ethics; or (vi) intentional failure to materially cooperate with or impeding an investigation authorized by the Board; provided, however, that no such event described in subsections (i), (ii), (iv), (v), or (vi) above shall constitute Cause unless: (1) Company gives Notice of Termination to Employee specifying the condition or event relied upon for such termination within ninety (90) days of the initial existence of such event; and (2) Employee fails to cure the condition or event constituting Cause within thirty (30) days following receipt of Employer’s Notice of Termination.

Disability. For purposes of this Agreement, a termination based upon “Disability” means a termination by Company based upon Employee’s entitlement to long-term disability benefits under Company’s long-term disability plan or policy, as the case may be, as in effect on the Date of Termination.

Good Reason. For purposes of this Agreement, a termination for “Good Reason” means a termination by Employee based upon the occurrence (without Employee’s express written consent) of any of the following:

a material diminution in Employee’s Annual Base Salary (except as provided hereinabove) or Annual Bonus Opportunity;

a material breach by Company of any of its obligations under this Agreement;

a material reduction in Employee’s duties, responsibilities, authority or reporting lines (it being agreed that Employee ceasing to be Chief Financial Officer of a public company will be deemed such a material reduction);

a relocation of Employee’s principal place of employment outside of the Jacksonville, FL metropolitan area;

if Employee receives notice of intent not to renew this Agreement within one year of a Change of Control (as defined in the Omnibus Plan, or any amendment thereof or plan which succeeds or otherwise replaces the Omnibus Plan).

Termination by Company for a Reason Other than Cause, Death or Disability, or Termination by Employee with Good Reason. If Employee’s employment is terminated during the Employment Term by: (1) Company for any reason other than Cause, Death or Disability; or (2) Employee with Good Reason:

Company shall pay Employee the following (collectively, the “Accrued Obligations”): (A) within five (5) business days after the Date of Termination, any earned but unpaid Annual Base Salary and, to the extent required by applicable law, any accrued unused vacation time off; (B) within a reasonable time following submission of all applicable documentation, any expense reimbursement payments owed to Employee for expenses incurred prior to the Date of Termination; (C) no later than March 15th of the year in which the Date of Termination occurs, any earned but unpaid Annual Bonus payments relating to the prior calendar year; and (D) vested benefits under any Company benefit plans pursuant to the applicable terms of such plans;

Company shall pay Employee no later than March 15^th of the calendar year following the year in which the Date of Termination occurs, a prorated Annual Bonus based upon the actual Annual Bonus that would have been earned by Employee for the year in which the Date of Termination occurs, (with subjective goals, if any, being treated as achieved at no less than target), ignoring any requirement under the Annual Bonus Plan that Employee must be employed on the payment date (using Employee’s Annual Bonus Opportunity for the prior year if no Annual Bonus Opportunity has been approved for the year in which the Date of Termination occurs), multiplied by the percentage of the calendar year completed before the Date of Termination;

Subject to Section 26(b) hereof, the Company shall pay Employee as soon as practicable, but not later than the sixty-fifth (65th) day after the Date of Termination, a lump-sum payment equal to 200% of the sum of: (A) Employee’s Annual Base Salary in effect immediately prior to the Date of Termination (disregarding any reduction in Annual Base Salary to which Employee did not expressly consent in writing or any other reduction within six months prior to the Date of Termination); and (B) the target Annual Bonus in the year in which the Date of Termination occurs; (disregarding any reduction in target Annual Bonus to which Employee did not expressly consent in writing or any other reduction within six months prior to the Date of Termination and, for the avoidance of doubt, if the Date of Termination occurs in 2023, the target Annual Bonus shall be $1,462,500 (without pro-ration);

Subject to Section 26(b) hereof, all stock option, restricted stock, performance units and other equity-based incentive awards (including the New Hire Grant) granted by Company that were outstanding but not vested as of the Date of Termination shall remain outstanding and become vested and/or payable in accordance with the terms of, and dates specified in, the applicable grant agreements (including the achievement of any stated performance metrics for a given performance period) as if Employee remained actively employed in good standing, subject to and contingent upon Employee’s continued compliance with the non-competition and non-solicitation covenants in Section 13, subject to the notice and cure provision set forth in Section 13 (unless such equity-based incentive awards contain less restrictive covenants, in which case the equity-based incentive award terms shall remain in effect). For the avoidance of doubt, this provision shall apply notwithstanding any provision to the contrary set forth in any stock option, restricted stock, performance units and other equity-based incentive awards (including the New Hire Grant), regardless of whether such award was granted in connection with this Agreement or at any time following the date hereof (unless such award contains provisions that are more favorable to Employee, in which case such more favorable provision(s) shall apply);

Subject to Section 26(d), Company shall pay Employee the Signing Bonus if not yet paid; and

As long as Employee pays the full monthly premiums for COBRA coverage, Company shall provide Employee and, as applicable, Employee’s eligible dependents with continued medical and dental coverage, on the same basis as provided to Company’s active executives and their dependents until the earlier of: (i) 18 months after the Date of Termination; or (ii) the date

Termination by Company for Cause and by Employee without Good Reason. If Employee’s employment is terminated during the Employment Term by Company for Cause or by Employee without Good Reason, Company’s only obligation under this Agreement shall be payment of any Accrued Obligations.

Termination due to Death or Disability. If Employee’s employment is terminated during the Employment Term due to death or Disability, Company shall pay Employee (or to Employee’s estate or personal representative in the case of death), as soon as practicable, but not later than the sixty-fifth (65^th) day after the Date of Termination: (i) any Accrued Obligations; plus (ii) a prorated Annual Bonus based upon the target Annual Bonus Opportunity in the year in which the Date of Termination occurred (or the prior year if no target Annual Bonus Opportunity has yet been determined) multiplied by the percentage of the calendar year completed before the Date of Termination; plus (iii) the unpaid portion of the Annual Base Salary that would have been paid through the remainder of the Employment Term but for the termination due to Disability; plus (iv) vesting and/or payment of all equity-based incentive awards as provided in Section l0(a)(iv); plus (v) the Signing Bonus pursuant to Section 2(d) if not yet paid; provided that the amount of Annual Base Salary due Employee following a termination for Disability shall be reduced by the benefit due him for the remainder of the Employment Term under any Company sponsored disability plan covering Employee.

Termination following Notice of Non-Renewal. If Employee receives a notice from the Company pursuant to Section 3 hereof of its intention not to extend the Employment Term beyond the initial three-year term (or any extended Employment Term following the initial three-year term), Employee may elect to terminate his employment at any time following the four-month anniversary of the date of such notice or such earlier date as mutually agreed in writing by the Company and Employee. Upon such termination, Employee shall receive the same benefits as described in Section 10(a) on the terms and conditions set forth therein as if such termination were a termination by the Company without Cause.

Employee acknowledges that Employee has acquired or will acquire substantial knowledge and confidential information concerning the business of Company and its affiliates as a result of Employee’s position and employment. Employee further acknowledges that the scope of business in which Company and its affiliates and subsidiaries are engaged as of the Effective Date is international and very competitive. Competition by Employee in that business after the termination of Employee’s employment, for any reason, could severely injure Company and its affiliates and Subsidiaries.

The Company and Employee agree that Section 12 and Section 13 of this Agreement shall supersede the restrictive covenants and any similar provisions set forth in any stock option, restricted stock, performance units, other equity-based incentive awards (including the New Hire Grant) and other long term incentive awards (the foregoing, collectively, “Awards”), including any such Awards received by Employee following the date hereof, notwithstanding any provision to the contrary in such Awards (unless such Awards contain less restrictive covenants, in which case the Award terms shall remain in effect).

In this Section:

“Competitive Business” shall mean any firm or business that directly competes with any business unit(s) of the Company or its affiliates or Subsidiaries in which Employee has worked or over which Employee has had managerial responsibility during the two-year period prior to termination of Employee’s employment;

“Restricted Territory” shall mean any country or other geographic scope in which Company or its affiliates or Subsidiaries conducted business in the twelve months prior to the termination of Employee’s employment in relation to which Employee had material responsibilities;

“Customer” shall mean any business or person for which Company or its affiliates or Subsidiaries provided products or services during the twelve months prior to the termination of Employee’s employment; and

“Prospective Customer” shall mean any business or person from which Company or its affiliates or Subsidiaries actively solicited business within the twelve (12) months prior to the termination of Employee’s employment.

During Employee’s employment and for a period of one year after the termination of Employee’s employment, for any reason, Employee agrees that, in the Restricted Territory, Employee will not, directly or indirectly; (i) become an employee, consultant, advisor, principal, partner or substantial shareholder of any Competitive Business (which shall include any Customer or Prospective Customer that is a Competitive Business) or (ii) solicit or accept any business to engage in a Competitive Business from any Customer or Prospective Customer. In addition, for a period of twelve (12) months after the termination of Employee’s employment, Employee agrees not to, directly or indirectly, on behalf of Employee or any Competitive Business, hire or solicit for employment, partnership or engagement as an independent contractor any person who was an employee of Company or any affiliate or Subsidiary during the period of twelve (12) months prior to any such improper solicitation, hire or engagement. Notwithstanding the foregoing, neither providing a reference for nor making solicitations through general advertisements not focused upon employees of the Company shall violate this paragraph.

Employee expressly acknowledges and agrees with the reasonableness of the terms in this Section 13 and agrees not to contest these terms in a court of competent jurisdiction on such grounds. Employee agrees that the Company’s remedy at law for a breach of these covenants may be inadequate and that for a breach of these covenants the Company, in in addition to other remedies provided for by law, may be entitled to an injunction, restraining order or other equitable relief prohibiting Employee from committing or continuing to commit any such breach. If a court of competent jurisdiction determines that any of these restrictions are overbroad, Employee and Company agree to modification of the affected restriction(s) to permit enforcement to the maximum extent allowed by law.

No provision of Section 13 shall apply to restrict Employee’s conduct, or trigger any reimbursement obligations under this Agreement, in any jurisdiction where such provision is, on its face, unenforceable and/or void as against public policy, unless the provision may be construed, amended, reformed or equitably modified to be enforceable and compliant with public policy, in which case, the provision will apply as construed, amended, reformed or equitably modified.

Employee also recognizes and acknowledges that any post-termination vesting under Section 10(a)(iv) hereof shall be contingent upon continued compliance in all material respects with the restrictive covenants in this Section 13 and the applicable grant agreements; provided, that, Company shall provide Employee with written notice and not less than thirty (30) days to cure any such alleged noncompliance.

Withholding. Company or an affiliate may deduct from all compensation and benefits payable under this Agreement any taxes or withholdings Company is required to deduct pursuant to state, federal or local laws.

Section 409A. This Agreement and any payment, distribution or other benefit hereunder shall comply with the requirements of Section 409A of the Code, as well as any related regulations or other guidance promulgated by the U.S. Department of the Treasury or the Internal Revenue Service (“Section 409A”), to the extent applicable. Each payment in a series of payments under this Agreement will be deemed a separate payment for purposes of Section 409A. To the extent Employee is a “specified employee” under Section 409A, no payment, distribution or other benefit described in this Agreement constituting a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-l(b)) to be paid during the six-month period following a separation from service (within the meaning of Treasury Regulation Section 1.409A-l(h)) will be made during such six- month period. Instead, any such deferred compensation shall be paid on the first business day following the six-month anniversary of the separation from service or as soon as practicable following Employee’s death. In no event may Employee, directly or indirectly, designate the calendar year of a payment. Any provision that would cause this Agreement or a payment, distribution or other benefit hereunder to fail to satisfy the requirements of Section 409A shall have no force or effect and, to the extent an amendment would be effective for purposes of Section 409A, the parties agree that this Agreement shall be amended to comply with Section 409A. Such amendment shall be retroactive to the extent permitted by Section 409A. For purposes of this Agreement, Employee shall not be deemed to have terminated employment unless and until a separation from service (within the meaning of Treasury Regulation Section 1.409A-l(h)) has occurred. All reimbursements and in- kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the time period specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made not later than the last day of the Employee’s taxable year following the taxable year in which such expense was incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to Employee or for Employee’s benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with Company or its subsidiaries or the termination thereof (a “Payment” and, collectively, the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then Employee may elect for such Payments to be reduced to one dollar less than the amount that would constitute a “parachute payment” under Section 280G of the Code (the “Scaled Back Amount”). Any such election must be in writing and delivered to Company within thirty (30) days after the Date of Termination. If Employee does not elect to have Payments reduced to the Scaled Back Amount, Employee shall be responsible for payment of any Excise Tax resulting from the Payments and Employee shall not be entitled to a gross-up payment under this Agreement or any other for such Excise Tax. If the Payments are to be reduced, the reduction shall be implemented in the following order of priority shall be followed in a manner that complies with Section 409A: (i) first from cash compensation, (ii) next from equity compensation that is not subject to 409A, followed by equity compensation that is subject to Section 409A, then (iii) pro-rated among all remaining payments and benefits. To the extent there is a question as to which Payments within any of the foregoing categories are to be reduced first, the Payments that will produce the greatest present value reduction in the Payments with the least reduction in economic value provided to Employee shall be reduced first.

Seasoned financial leader James Kehoe brings deep experience as CFO of global large cap companies in dynamic industries.

Erik Hoag will remain with the company through the end of the year to ensure an orderly transition.

changes in general economic, business and political conditions, including those resulting from COVID-19 or other pandemics, a recession, intensified international hostilities, acts of terrorism, increased rates of inflation or interest, changes in either or both the United States and international lending, capital and financial markets or currency fluctuations;

the risk of losses in the event of defaults by merchants (or other parties) to which we extend credit in our card settlement operations or in respect of any chargeback liability, either of which could adversely impact liquidity and results of operations;

the risk that acquired businesses will not be integrated successfully or that the integration will be more costly or more time-consuming and complex than anticipated;

the risk that cost savings and synergies anticipated to be realized from acquisitions may not be fully realized or may take longer to realize than expected;

the risks of doing business internationally;

the effect of legislative initiatives or proposals, statutory changes, governmental or applicable regulations and/or changes in industry requirements, including privacy and cybersecurity laws and regulations;

the risks of reduction in revenue from the elimination of existing and potential customers due to consolidation in, or new laws or regulations affecting, the banking, retail and financial services industries or due to financial failures or other setbacks suffered by firms in those industries;

changes in the growth rates of the markets for our solutions;

the amount, declaration and payment of future dividends is at the discretion of our Board of Directors and depends on, among other things, our investment opportunities, results of operations, financial condition, cash requirements, future prospects, and other factors that may be considered relevant by our Board of Directors, including legal and contractual restrictions;

the amount and timing of any future share repurchases is subject to, among other things, our share price, our other investment opportunities and cash requirements, our results of operations and financial condition, our future prospects and other factors that may be considered relevant by our Board of Directors and management;

failures to adapt our solutions to changes in technology or in the marketplace;

internal or external security or privacy breaches of our systems, including those relating to unauthorized access, theft, corruption or loss of personal information and computer viruses and other malware affecting our software or platforms, and the reactions of customers, card associations, government regulators and others to any such events;

the risk that implementation of software, including software updates, for customers or at customer locations or employee error in monitoring our software and platforms may result in the corruption or loss of data or customer information, interruption of business operations, outages, exposure to liability claims or loss of customers;

the risk that partners and third parties may fail to satisfy their legal obligations and risks associated with managing pension cost, cybersecurity issues, IT outages and data privacy;

uncertainties as to the timing of the consummation of the pending Worldpay transaction or whether such sale will be completed;

risks associated with the impact, timing or terms of the pending Worldpay transaction;

risks associated with the expected benefits and costs of the pending Worldpay transaction, including the risk that the expected benefits of the pending Worldpay transaction or any contingent purchase price will not be realized within the expected timeframe, in full or at all;

the risk that conditions to the pending Worldpay transaction will not be satisfied and/or that the pending Worldpay transaction will not be completed within the expected timeframe, on the expected terms or at all;

the risk that any consents or regulatory or other approvals required in connection with the pending Worldpay transaction will not be received or obtained within the expected timeframe, on the expected terms or at all;

the risk that the financing intended to fund the pending Worldpay transaction may not be obtained;

the risk that the costs of restructuring transactions and other costs incurred in connection with the pending Worldpay transaction will exceed our estimates or otherwise adversely affect our business or operations;

the impact of the pending Worldpay transaction on our businesses and the risk that the pending Worldpay transaction may be more difficult, time-consuming or costly than expected, including the impact on our resources, systems, procedures and controls, diversion of management’s attention and the impact on relationships with customers, governmental authorities, suppliers, employees and other business counterparties;

the reaction of current and potential customers to communications from us or regulators regarding information security, risk management, internal audit or other matters;

the risk that policies and resulting actions of the current administration in the U.S. may result in additional regulations and executive orders, as well as additional regulatory and tax costs;

competitive pressures on pricing related to the decreasing number of community banks in the U.S., the development of new disruptive technologies competing with one or more of our solutions, increasing presence of international competitors in the U.S. market and the entry into the market by global banks and global companies with respect to certain competitive solutions, each of which may have the impact of unbundling individual solutions from a comprehensive suite of solutions we provide to many of our customers;

the failure to innovate in order to keep up with new emerging technologies, which could impact our solutions and our ability to attract new, or retain existing, customers;

an operational or natural disaster at one of our major operations centers;

failure to comply with applicable requirements of payment networks or changes in those requirements;

fraud by merchants or bad actors; and

other risks detailed elsewhere in the “Risk Factors” and other sections of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, in our Quarterly Reports on Form 10-Q and in our other filings with the Securities and Exchange Commission.