| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 21, 2022, Fiserv, Inc. (the “Company”, “we,” “us,” or “our”) entered into a new Employment Agreement (the “Employment Agreement”) with its Chairman, President and Chief Executive Officer, Frank J. Bisignano. The Employment Agreement replaces and supersedes the Amended and Restated Employment Agreement, dated as of January 16, 2019, as amended, between the Company and Mr. Bisignano.
The Employment Agreement provides that Mr. Bisignano will serve as our President and Chief Executive Officer until December 21, 2027, and, subject to election by our shareholders, as a director during the specified period. After that initial period, the agreement will automatically renew for one-year terms unless either party gives the other 90 days prior written notice of his or its desire to terminate the agreement.
Under the Employment Agreement, Mr. Bisignano is entitled to receive: (i) an annual salary of at least $1,400,000 beginning in 2023; (ii) an annual cash incentive opportunity with a target payout of at least $2,500,000 (the “target annual incentive”); (iii) equity awards as determined by our board or talent and compensation committee; (iv) reasonable use of our company aircraft for personal travel, use of a company-provided car and driver and financial planning assistance; and (v) employee, welfare, retirement and other benefits as are generally made available to our executive officers.
We have the right to terminate Mr. Bisignano’s employment at any time. Under the Employment Agreement, if we terminate Mr. Bisignano’s employment without cause (as defined in the Employment Agreement) or fail to renew the term of his employment other than for death, disability (as defined in the Employment Agreement) or cause, or if Mr. Bisignano terminates his employment for good reason (as defined in the Employment Agreement), then, provided he executes a release of claims, he is entitled to receive: (i) a lump sum cash payment equal to two times the sum of his then current annual base salary and the target annual incentive, (ii) with respect to all equity awards other than performance share units and other long-term awards with performance goals, full vesting of equity awards, as well as the right to exercise stock options for not less than five years following the date of termination of his employment or such lesser term of the options, (iii) with respect to performance share units and other long-term awards with performance goals, receipt of a prorated portion (based on the number of months employed during the performance period) of the shares or cash due under such awards if earned based on the actual level of achievement of the performance goals, as determined at the end of the relevant performance period, (iv) reimbursement for COBRA or other health insurance premiums for up to two years following the date of his termination, or until Mr. Bisignano obtains health care coverage through subsequent employment, whichever is earlier, and (v) if Mr. Bisignano has been employed at least through July 1 of the year of termination, a lump sum cash payment equal to a prorated portion of any annual cash incentive compensation earned for the year of termination based on the level of achievement of the performance goals. If one of the foregoing termination events occurs during the two years following a change of control, then Mr. Bisignano is entitled to receive the same benefits described above except the severance multiple in clause (i) above will be 2.99 and the performance share units and other long-term awards with performance goals for which the applicable performance period has not been completed as of the date of
