EXHIBIT 10.50
FIDELITY NATIONAL TITLE GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
Fidelity National Title Group, Inc., a Delaware corporation
(hereinafter referred to as the "Company"), hereby establishes an employee stock
purchase plan to be known as the "Fidelity National Title Group, Inc. Employee
Stock Purchase Plan" (hereinafter referred to as the "Plan"). The Plan shall
become effective on September 26, 2005.
ARTICLE I
PURPOSE OF THE PLAN
1.1. PURPOSE. The Company has determined that it is in its best
interests to provide an incentive to attract and retain Employees and to
increase Employee morale by providing a program through which Employees may
acquire a proprietary interest in the Company through the purchase of Company
Stock. The Plan shall permit Employees to subscribe for and purchase shares of
the Company Stock, and to pay the purchase price in installments by payroll
deductions. Participation in the Plan is entirely voluntary and neither the
Company nor any of its Subsidiaries makes any recommendations to their Employees
as to whether they should participate in the Plan. The Plan is not intended to
be an employee benefit plan under the Employee Retirement Income Security Act of
1974, as amended, nor qualify as an "employee stock purchase plan" under Section
423 of the Code.
ARTICLE II
DEFINITIONS
2.1. BASE EARNINGS. "Base Earnings" means the amount of a Participant's
regular salary before deductions required by law and deductions authorized by
the Participant, including any elective deferrals with respect to a plan of the
Employer qualified under Sections 125 or 401(a) of the Code and any amounts
deferred by the Participant to a nonqualified deferred compensation plan
sponsored by the Employer. In the case of Participants primarily compensated on
a commission basis, "Base Earnings" may include commission earnings not to
exceed $7,500 per month. "Base Earnings" shall not include: wages paid for
overtime, extended workweek schedules or any other form of extra compensation,
payments made by the Employer based upon salary for Social Security, workers'
compensation, unemployment compensation, disability payments or any other
payment mandated by state or federal statute, or salary-related contributions
made by the Employer for insurance, annuity or any other employee benefit plan.
2.2. BOARD. "Board" means the Board of Directors of the Company.
2.3. BROKER. "Broker" means the financial institution designated by the
Company to act as Broker for the Plan under Article VIII below.
2.4. BROKERAGE ACCOUNT. "Brokerage Account" means the bookkeeping entry
maintained by the Company for the purpose of accounting for the benefits accrued
by a Participant under the Plan.
2.5. CODE. "Code" means the Internal Revenue Code of 1986, as amended,
and the regulations promulgated thereunder.
2.6. COMMITTEE. "Committee" means the Committee described in Article
VIII.
2.7. COMPANY. "Company" means Fidelity National Title Group, Inc., a
Delaware corporation.
2.8. COMPANY STOCK. "Company Stock" means Class A common stock of the
Company, par value $0.0001 per share.
2.9. DISTRIBUTION DATE. "Distribution Date" means the date as of which
the distribution of Company Stock to the holders of the outstanding common stock
of Fidelity National Financial, Inc., is effected.
2.10. EMPLOYEE. "Employee" means each person currently employed by the
Employer who (a) averages at least twenty hours per week, any portion of whose
income is subject to withholding of income tax or for whom Social Security
retirement contributions are made by the Employer, or (b) qualifies as a
common-law employee of the Employer. Persons determined by the Board to be
non-Employees and Employees on a leave of absence are not eligible to become
Participants in the Plan.
2.11. EMPLOYER. "Employer" means the Company and any Subsidiary that
adopts this Plan with the approval of the Board.
2.12. PARTICIPANT. "Participant" means an Employee who has satisfied
the eligibility requirements of Section 3.1 and has become a participant in the
Plan in accordance with Section 3.2.
2.13. PAYROLL PERIOD. "Payroll Period" means the pay periods coinciding
with the Employer's payroll practices, as revised from time to time.
2.14. PLAN YEAR. "Plan Year" means the twelve consecutive month period
ending each December 31.
2.15. QUARTER. "Quarter" means the three consecutive calendar month
periods commencing January 1 through March 31, April 1 through June 30, July 1
through September 30 and October 1 through December 31 each Plan Year.
2.16. QUARTER END. "Quarter End" means the last day of each Quarter
(March 31, June 30, September 30 or December 31).
2.17. SUBSIDIARY. "Subsidiary" means any corporation in which the
Company owns, directly or indirectly, at least fifty percent (50%) of the total
combined voting power of all classes of stock, or any other entity (including,
but not limited to, partnerships and joint ventures) in which the Company owns,
directly or indirectly, at least fifty percent (50%) of the combined equity
thereof.
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ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1. ELIGIBILITY. Eligibility under the Plan shall be determined as
follows:
(a) Each Employee of the Employer who participated in or was
eligible to participate in the Fidelity National Financial, Inc. Employee Stock
Purchase Plan (the "FNF ESPP") prior to the Distribution Date shall be eligible
to become a Participant in the Plan following the Distribution Date.
(b) All other Employees of the Employer shall be eligible to
become Participants in the Plan on the first day of the next Payroll Period (to
the extent practical under the Employer's payroll practices) following the
delivery of an enrollment form provided by the Employer (the "Enrollment Form")
coincident with or next following the completion of ninety days of employment
with the Employer.
3.2. PARTICIPATION. As soon as administratively practicable following
the Distribution Date, as determined by the Committee in its sole discretion, an
Employee who has satisfied the eligibility requirements of Section 3.1 may
become a participant in the Plan upon his or her completion and delivery to the
Human Resources Department of the Company an Enrollment Form authorizing payroll
deductions. Payroll deductions for a Participant shall commence on the first day
of the next Payroll Period coincident with or next following the filing of the
Participant's Enrollment Form and shall remain in effect until revoked by the
Participant by the filing of a notice of withdrawal from the Plan under Article
VII or by the filing of a new Enrollment Form providing for a change in the
Participant's payroll deduction rate in accordance with Section 4.2 below.
3.3. SPECIAL RULES. In the event that a person is excluded from
participation in the Plan under Section 2.10 above and a court of competent
jurisdiction determines that the person is eligible to participate in the Plan,
the person shall be treated as an Employee only from the date of the court's
determination and shall not be entitled to retroactive participation in the
Plan.
ARTICLE IV
PAYROLL DEDUCTIONS
4.1. PARTICIPANT ELECTION. Upon the Enrollment Form, each Participant
shall designate the amount of payroll deductions ("Participant Contributions")
to be made from his paycheck to purchase Company Stock under the Plan. The
amount of Participant Contributions shall be designated in whole percentages of
Base Earnings, of at least 3% not to exceed 15% of Base Earnings for any Plan
Year. The amount so designated upon the Enrollment Form shall be effective as of
the next Payroll Period and shall continue until terminated or altered in
accordance with Section 4.2 below.
4.2. CHANGES IN ELECTION. A Participant may terminate participation in
the Plan at any time prior to the close of a Payroll Period as provided in
Article VII. A Participant may decrease or increase the rate of Participant
Contributions once each Quarter by completing and delivering to the Human
Resources Department of the Company a new Enrollment Form
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setting forth the desired change. Any change under this Section 4.2 shall become
effective on the first day of the next Payroll Period (to the extent practical
under the Employer's payroll practices) following the delivery of the new
Enrollment Form.
4.3. PARTICIPANT ACCOUNTS. The Company shall establish and maintain a
separate Brokerage Account for each Participant. The amount of each
Participant's Participant Contributions shall be credited to his or her
Brokerage Account. No interest will be paid or allowed on amounts credited to a
Participant's Brokerage Account. All Participant Contributions withheld by the
Company under the Plan are general corporate assets of the Company and may be
used by the Company for any corporate purpose. The Company is not obligated to
segregate such Participant Contributions.
ARTICLE V
COMPANY CONTRIBUTIONS
5.1. OFFICERS AND DIRECTORS. For each Officer or director of the
Employer who is a Participant in the Plan and remains an Employee on each day
from each Quarter End until the anniversary of that Quarter End (the "Matching
Date"), the Employer shall make a Matching Contribution to the Brokerage Account
of that Participant. The Matching Contribution shall be in an amount equal to
one-half of the amount of Participant Contributions set aside into the
Participant's Brokerage Account for the Quarter ending on the applicable Quarter
End. The Matching Contribution shall be made as soon as is practical to the
Broker following the Matching Date. Withholding taxes, if any, shall be made
upon such Matching Contribution based upon the Participant's existing
withholding percentages or as otherwise required by law from the Participant's
Base Earnings. For purposes of the Plan, "Officer" means president, secretary,
vice president, treasurer or assistant vice president and shall be determined by
the Committee as of any Quarter End.
5.2. OTHER PARTICIPANTS. For each Participant who the Committee
determines is not an Officer or director of the Employer under Section 5.1 above
and who remains an Employee on each day from each Quarter End until the Matching
Date, the Company shall make a Matching Contribution to the Brokerage Account of
that Participant. Except as otherwise provided in Section 5.3 below, the
Matching Contribution shall be in an amount equal to one-third of the amount of
Participant Contributions set aside into the Participant's Brokerage Account for
the Quarter ending on the applicable Quarter End. The Matching Contribution
shall be made as soon as is practical to the Broker following the Matching Date.
Withholding taxes, if any, shall be made upon such Matching Contribution based
upon the Participant's existing withholding percentages or as otherwise required
by law from the Participant's Base Earnings.
5.3. TEN-YEAR EMPLOYEES. Notwithstanding the provisions of Section 5.2
above, with respect to each Participant who has completed at least ten
consecutive years of employment with the Employer at the time any Matching
Contribution will be made ("Ten-Year Employee"), the Matching Contribution for
such Participant under Section 5.2 above shall be one-half of the amount of the
Participant's Contributions instead of one-third. For purposes of this Section
5.3, a Participant's years of employment with Fidelity National Financial Inc.
("FNF") prior to the Distribution Date, including all direct and indirect
subsidiaries of FNF, shall be included in determining whether the Participant is
a Ten-Year Employee.
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5.4. CHANGES IN STATUS. In the event that a Participant becomes an
Officer or director of the Employer, as described in Section 5.1 herein, or a
Ten-Year Employee, as described in Section 5.3 herein, during a Quarter, for
purposes of determining such Participant's Matching Contribution, all
Participant Contributions made during the Quarter in which the change in status
occurred shall be considered to have been made as an Officer, director or
Ten-Year Employee for that Quarter.
ARTICLE VI
PURCHASE OF STOCK
6.1. PURCHASE OF COMPANY STOCK. Absent an election by the Participant
to terminate his or her payroll deductions and have his or her Brokerage Account
returned, as soon as is practical following the transfer of funds from the
Employer to the Broker following the close of each Payroll Period or, with
respect to Matching Contributions, Quarter End, the Plan shall cause the Broker
to purchase on behalf of each Participant the maximum number of shares and
partial shares of Company Stock at the purchase price determined under Section
6.4 as can be purchased with the amounts held in each Participant's Brokerage
Account. If there are amounts held in a Participant's Brokerage Account that are
not used to purchase Company Stock, all such amounts shall be held in the
Participant's Brokerage Account and carried forward to the next Payroll Period.
6.2. DELIVERY OF COMPANY STOCK.
(a) Company Stock acquired under the Plan may either be issued
directly to Participants or may be issued to the Broker engaged by the Company
to administer the Plan under Article VIII. If the Company Stock is issued in the
name of the Broker, all Company Stock so issued ("Plan Held Stock") shall be
held in the name of the Broker for the benefit of the Plan. The Broker shall
maintain Brokerage Accounts for the benefit of the Participants that shall
reflect each Participant's interest in the Plan Held Stock. Such accounts shall
reflect the number of whole and partial shares of Company Stock that are being
held by the Broker for the benefit of each Participant.
(b) Any Participant may elect to have the Company Stock
purchased under the Plan from his or her Brokerage Account be issued directly to
the Participant. Any election under this paragraph shall be on the forms
provided by the Company and shall be issued in accordance with paragraph (c)
below.
(c) In the event that Company Stock under the Plan is issued
directly to a Participant, the Company will deliver to each Participant a stock
certificate or certificates issued in his or her name for the number of shares
of Company Stock purchased as soon as practicable after the Company Stock is
purchased. Where Company Stock is issued under this paragraph, only full shares
of stock will be issued to a Participant. The time of issuance and delivery of
shares may be postponed for such period as may be necessary to comply with the
registration requirements under the Securities Act of 1933, as amended, the
listing requirements of any securities exchange on which the Company Stock may
then be listed, or the requirements under other laws or regulations applicable
to the issuance or sale of such shares.
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6.3. PURCHASE PRICE. The purchase price for any Offering Period shall
be the Fair Market Value of Company Stock on the date shares are purchased.
6.4. FAIR MARKET VALUE. For purposes of the Plan, the term "Fair Market
Value" on any given date means the value of one share of Company Stock,
determined as follows:
(a) If the Company Stock is then listed or admitted to trading
on the New York Stock Exchange ("NYSE"), NASDAQ National Market System
("NASDAQ") or a stock exchange that reports closing sale prices, the Fair Market
Value shall be the opening sale price on the date of valuation, or, if no
opening sale price is quoted or no sale takes place on such day, then the Fair
Market Value shall be the opening sale price of the Company Stock on the next
preceding day on which a sale occurred.
(b) If the Company Stock is not then listed or admitted to
trading on the NYSE, NASDAQ, or a stock exchange that reports closing sale
prices, the Fair Market Value shall be the average of the opening bid and asked
prices of the Company Stock in the over-the-counter market on the date of
valuation.
(c) If neither (a) nor (b) is applicable as of the date of
valuation, then the Fair Market Value shall be determined by the Committee in
good faith using any reasonable method of valuation, which determination shall
be conclusive and binding on all interested parties.
6.5. FEES AND COMMISSIONS. The Company shall pay the Broker's
administrative charges for opening and maintaining the Brokerage Accounts for
the Participants and the brokerage commissions on purchases made for such
Brokerage Accounts that are attributable to the purchase of Company Stock with
Participant Contributions and Matching Contributions under the Plan. Such
Brokerage Accounts may be utilized for other transactions as described in
Section 6.6 below, but any fees, commissions or other charges by the Broker in
connection with such transactions shall, in certain circumstances described in
Section 6.6, be payable directly to the Broker by the Participant.
6.6. PARTICIPANT ACCOUNTS WITH BROKER. Each Participant's Brokerage
Account shall be credited with all cash dividends paid with respect to full
shares and fractional shares of Company Stock purchased with Participant
Contributions and Matching Contributions, unless the Company Stock is registered
in the Participant's name under Section 6.2 above. Unless directed otherwise,
all cash dividends on Company Stock held in a Participant's Brokerage Account
shall automatically be reinvested in Company Stock as soon as is practical
following receipt of the dividends by the Broker. Applicable fees and brokerage
commissions on the reinvestment of such dividends will be payable by the
Participant. Any stock dividends or stock splits that are made with respect to
Company Stock purchased with Participant Contributions and Matching
Contributions shall be credited to the Participant's Brokerage Account without
charge to the Participant. Any Participant may request that a certificate for
any or all of the full shares of Company Stock credited to his or her Brokerage
Account be delivered to him or her at any time, provided that the Participant
shall be charged by the Broker for any fees applicable to such request. A
Participant may request the Broker to sell any or all of the full or fractional
shares of Company Stock allocated to his or her Brokerage Account. Unless
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directed otherwise by the Participant, the Broker shall mail to the Participant
a check for the proceeds, less any applicable fees and brokerage commissions and
any transfer taxes, registration fees or other normal charges associated with
such a sale, which shall be paid by the Participant. Except as provided in
Section 7.1 below, any sale of Company Stock held in a Participant's Brokerage
Account shall not affect his or her status as a Participant. A Participant may
purchase or sell additional shares of Company Stock through his or her Brokerage
Account at any time through separate purchases arranged through the Broker. The
Participant shall pay any and all costs, commissions or fees associated with any
such transactions to the Broker, including, but not limited to, purchases,
sales, reinvestment of dividends, requests for certificates and crediting of
stock dividends or stock splits.
ARTICLE VII
WITHDRAWAL
7.1. IN SERVICE WITHDRAWALS. At any time prior to the close of a
Payroll Period, any Participant may withdraw the amounts held in his or her
Brokerage Account by executing and delivering to the Human Resources Department
for the Company written notice of withdrawal on the form provided by the
Company. In such a case, the entire balance of the Participant's Brokerage
Account shall be paid to the Participant, without interest, as soon as is
practicable. Upon such notification, that Participant shall cease to participate
in the Plan for the remainder of the Payroll Period in which the notice is
given. Any Employee who has withdrawn under this Section shall be excluded from
participation in the Plan for the remainder of the Payroll Period, but may then
be reinstated as a Participant for a subsequent Payroll Period by executing and
delivering a new Enrollment Form to the Committee.
7.2. TERMINATION OF EMPLOYMENT.
(a) In the event that a Participant's employment with the
Employer terminates for any reason, the Participant shall cease to participate
in the Plan on the date of termination. As soon as is practical following the
date of termination, the entire balance of the Participant's Brokerage Account
shall be paid to the Participant or his or her beneficiary, without interest.
(b) A Participant may file a written designation of a
beneficiary who is to receive any shares of Company Stock purchased under the
Plan or any cash from the Participant's Brokerage Account in the event of his or
her death. Beneficiary designations may be changed by the Participant at any
time by written notice. If a Participant dies, the Committee may rely upon the
most recent beneficiary designation it has on file as being the appropriate
beneficiary. If a Participant dies and no valid beneficiary designation exists,
or the beneficiary has predeceased the Participant, the Committee shall deliver
any cash or shares of Company Stock to the executor or administrator of the
estate of the Participant, or if no such executor or administrator has been
appointed to the knowledge of the Committee, the Committee, in its sole
discretion, may deliver such shares of Company Stock or cash to the spouse or
any one or more dependents or relatives of the Participant, or if no spouse,
dependent or relative is known to the Committee, then to such other person as
the Committee may designate.
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ARTICLE VIII
PLAN ADMINISTRATION
8.1. PLAN ADMINISTRATION.
(a) Authority to control and manage the operation and
administration of the Plan shall be vested in the Board, or a committee
("Committee") appointed by the Board. Until such time as the Board appoints a
Committee to administer the Plan, the Board shall serve as the Committee for
purposes of the Plan. The Board or Committee shall have all powers necessary to
supervise the administration of the Plan and control its operations.
(b) In addition to any powers and authority conferred on the
Board or Committee elsewhere in the Plan or by law, the Board or Committee shall
have the following powers and authority:
(i) To designate agents to carry out responsibilities
relating to the Plan;
(ii) To administer, interpret, construe and apply
this Plan and to answer all questions that may arise or that may be
raised under this Plan by a Participant, his or her beneficiary or any
other person whatsoever;
(iii) To establish rules and procedures from time to
time for the conduct of its business and for the administration and
effectuation of its responsibilities under the Plan; and
(iv) To perform or cause to be performed such further
acts as it may deem to be necessary, appropriate, or convenient for the
operation of the Plan.
(c) Any action taken in good faith by the Board or Committee
in the exercise of authority conferred upon it by this Plan shall be conclusive
and binding upon a Participant and his or her beneficiaries. All discretionary
powers conferred upon the Board shall be absolute.
8.2. LIMITATION ON LIABILITY. No Employee of the Employer nor any
member of the Board or Committee shall be subject to any liability with respect
to his or her duties under the Plan unless the person acts fraudulently or in
bad faith. To the extent permitted by law, the Company shall indemnify each
member of the Board or Committee, and any other Employee of the Employer with
duties under the Plan who was or is a party, or is threatened to be made a
party, to any threatened, pending or completed proceeding, whether civil,
criminal, administrative, or investigative, by reason of the person's conduct in
the performance of his or her duties under the Plan.
ARTICLE IX
COMPANY STOCK
9.1. LIMITATIONS ON PURCHASE OF SHARES. The maximum number of shares of
Company Stock that shall be made available for sale under the Plan shall be
10,000,000 shares, subject to adjustment under Section 9.4 below. The Company
will issue the shares of
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Company Stock to be sold to Participants under the Plan. If the total number of
shares of Company Stock that would otherwise be issuable pursuant to rights
granted pursuant to Article VI of the Plan at the purchase date exceeds the
number of shares then available under the Plan, the Company shall make a pro
rata allocation of the shares remaining available in as uniform and equitable a
manner as is practicable. In such event, the Company shall give written notice
of such reduction of the number of shares to each Participant affected thereby
and any unused Participant Contributions shall be returned to such Participant
if necessary.
9.2. VOTING COMPANY STOCK. The Participant will have no interest or
voting right in shares to be purchased under Article VI of the Plan until such
shares have been purchased.
9.3. REGISTRATION OF COMPANY STOCK. Shares to be delivered to a
Participant under the Plan will be registered in the name of the Plan unless
designated otherwise by the Participant.
9.4. CHANGES IN CAPITALIZATION OF THE COMPANY. Subject to any required
action by the stockholders of the Company, the number of shares of Company Stock
covered by each right under the Plan that has not yet been exercised and the
number of shares of Company Stock that have been authorized for issuance under
the Plan but have not yet been placed under rights or that have been returned to
the Plan upon the cancellation of a right, as well as the purchase price per
share of Company Stock covered by each right under the Plan that has not yet
been exercised, shall be proportionately adjusted in the event of a stock split,
stock dividend, spin-off, reorganization, recapitalization, merger,
consolidation, exchange of shares or similar transaction affecting the shares of
Company Stock. Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Company Stock subject to any right granted hereunder.
9.5. MERGER OF COMPANY. In the event that the Company at any time
proposes to merge into, consolidate with or to enter into any other
reorganization pursuant to which the Company is not the surviving entity
(including the sale of all or substantially all of its assets or a "reverse"
merger in which the Company is the surviving entity), the Plan shall terminate,
unless provision is made in writing in connection with such transaction for the
continuance of the Plan and for the assumption of rights theretofore granted, or
the substitution for such rights of new rights covering the shares of a
successor corporation, with appropriate adjustments as to number and kind of
shares and prices, in which event the Plan and the rights theretofore granted or
the new rights substituted therefore, shall continue in the manner and under the
terms so provided. If such provision is not made in such transaction for the
continuance of the Plan and the assumption of rights theretofore granted or the
substitution for such rights of new rights covering the shares of a successor
corporation, then the Board or Committee shall cause written notice of the
proposed transaction to be given to the persons holding rights not less than 10
days prior to the anticipated effective date of the proposed transaction, and,
concurrent with the effective date of the proposed transaction, such rights
shall be exercised automatically in accordance with Article
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VI as if such effective date were the end of a Payroll Period unless a
Participant withdraws from the Plan as provided in Article VII.
ARTICLE X
MISCELLANEOUS MATTERS
10.1. AMENDMENT AND TERMINATION. Since future conditions affecting the
Company cannot be anticipated or foreseen, the Board reserves the right to
amend, modify, or terminate the Plan at any time. Upon termination of the Plan,
all benefits shall become payable immediately. Notwithstanding the foregoing, no
such amendment or termination shall affect rights previously granted, nor may an
amendment make any change in any right previously granted which adversely
affects the rights of any Participant. In addition, no amendment may be made
without prior approval of the stockholders of the Company if such amendment
would:
(a) Increase the number of shares of Company Stock that may be
issued under the Plan;
(b) Materially modify the requirements as to eligibility for
participation in the Plan; or
(c) Materially increase the benefits that accrue to
Participants under the Plan.
10.2. BENEFITS NOT ALIENABLE. Benefits under the Plan may not be
assigned or alienated, whether voluntarily or involuntarily. Any attempt at
assignment, transfer, pledge or other disposition shall be without effect,
except that the Company may treat such act as an election to withdraw funds in
accordance with Article VII.
10.3. NO ENLARGEMENT OF EMPLOYEE RIGHTS. This Plan is strictly a
voluntary undertaking on the part of the Employer and shall not be deemed to
constitute a contract between the Employer and any Employee or to be
consideration for, or an inducement to, or a condition of, the employment of any
Employee. Nothing contained in the Plan shall be deemed to give the right to any
Employee to be retained in the employ of the Employer or to interfere with the
right of the Employer to discharge any Employee at any time.
10.4. GOVERNING LAW. To the extent not preempted by Federal law, the
Plan shall be construed in accordance with and governed by the laws of the State
of Florida, excluding any conflicts or choice of law rule or principle that
might otherwise refer construction or interpretation of this Plan to the
substantive law of another jurisdiction.
10.5. NON-BUSINESS DAYS. When any act under the Plan is required to be
performed on a day that falls on a Saturday, Sunday or legal holiday, that act
shall be performed on the next succeeding day which is not a Saturday, Sunday or
legal holiday. Notwithstanding the above, Fair Market Value shall be determined
in accordance with Section 6.5.
10.6. COMPLIANCE WITH SECURITIES LAWS. Notwithstanding any provision of
the Plan, the Committee shall administer the Plan in such a way to insure that
the Plan at all times complies with any requirements of Federal securities laws.
For example, affiliates may be
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required to make irrevocable elections in accordance with the rules set forth
under Section 16b-3 of the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, FIDELITY NATIONAL TITLE GROUP, INC. has caused this
instrument to become effective as of September 26, 2005.
FIDELITY NATIONAL TITLE GROUP, INC.
By: /s/ RAYMOND R. QUIRK
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Its: Chief Executive Officer
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