AMENDED AND RESTATED METAVANTE
2007 EQUITY INCENTIVE PLAN
1. Objectives . The Metavante 2007 Equity Incentive Plan is designed to attract and retain certain selected officers, key
employees, non-employee directors and appropriate third parties whose skills and talents are important to the Company’s
operations, and reward them for making major contributions to the success of the Company. These objectives are accomplished
by making awards under the Plan, thereby providing Participants with a proprietary interest in the growth and performance of
the Company. Such awards shall include Awards of Options and Restricted Stock granted in substitution for awards or options
and restricted stock granted under a plan of Marshall & Ilsley Corporation.
2. Definitions .
(a) “Award” shall mean an Option, share of Restricted Stock, Restricted Stock Unit, SAR (stock appreciation right),
share of Performance Stock or Performance Unit awarded to a Participant pursuant to such terms, conditions and
limitations as the Committee may establish in order to fulfill the objectives of the Plan.
(b) “Award Agreement” shall mean the agreement that sets forth the terms, conditions and limitations applicable to an
(c) “Board” shall mean the Board of Directors of the Company.
(d) “Cause” shall mean (i) the definition of Cause set forth in any individual employment agreement or change of
control agreement applicable to such Participant, or (ii) in the case of a Participant who does not have an individual
employment agreement or change of control agreement that defines Cause, the definition of Cause contained in the Award
Agreement, and (iii) in the case of a Participant who does not have an individual employment agreement, change of control
agreement or Award Agreement that defines Cause, then Cause shall mean the discharge of a Participant on account of
fraud or embezzlement against the Company or serious and willful acts of misconduct which are detrimental to the business
of the Company.