Exhibit 10.38
CERTEGY INC.
Special Supplemental Executive Retirement Plan
Article I - Introduction And Establishment
THIS SPECIAL SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (the “Plan”), maintained by Certegy Inc., a Georgia
corporation, (the “Company”), is established for the benefit of executive officers of the Company whose ability to participate in
an equity split-dollar life insurance program has been limited by the Sarbanes-Oxley Act of 2002. The Plan is effective as of
November 7, 2003.
Article II - Definitions
When used in this Plan, the following terms shall have the meanings set forth below unless a different meaning is plainly
required by the context:
2.1 Board. “Board” shall mean the Board of Directors of the Company.
2.2 Cause . “Cause” shall mean termination by the Company of the Participant’s employment upon any one of the
following circumstances:
(a) the Participant’s willful and continued failure to substantially perform the Participant’s duties with the Company
(other than any failure resulting from the Participant’s incapacity due to physical or mental illness, including being
Permanently Disabled), after a written demand for substantial performance is delivered to the Participant by the Chief
Executive Officer of the Company (or if the Participant is the Chief Executive Officer, the Chairman of the Compensation
and Human Resources Committee of the Board of Directors) that specifically identifies the manner in which the Chief
Executive Officer (or the Chairman) believes that the Participant has not substantially performed the Participant’s duties, or
(b) the Participant willfully engaging in conduct that is materially injurious to the Company, monetarily or otherwise.
For purposes of this Section 2.2, no act, or failure to act, on the Participant’s part will be considered “willful” unless done,
or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant’s action or
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