EXECUTIVE SEVERANCE AND CHANGE OF CONTROL POLICY
Effective August 10, 2021
1. Purpose; Effective Date. This Severance and Change of Control Policy (this Policy) has been established by the Company effective August 10, 2021 (the Effective Date) to provide Eligible Executives with the opportunity to receive severance benefits in the event of a termination of employment under certain circumstances in order to attract and retain qualified executives.
2. Definitions. The following terms, when capitalized herein, shall have the meanings given below. Other defined terms are included throughout this Policy.
(a) Administrator means the Committee with respect to Eligible Executives who are subject to the provisions of Section 16 of the Securities Exchange Act of 1934, and the Chief Executive Officer of the Company with respect to all other Eligible Executives.
(b) Base Salary means the Eligible Executives annualized rate of base cash compensation paid on each regularly scheduled payday for the executives regular work schedule, determined as of his or her Termination Date, and is calculated to include any before-tax contributions that are deducted for Company benefit plan purposes. Base Salary does not include taxable or nontaxable fringe benefits or awards, payout of accrued vacation, the value of any performance awards, bonuses, commissions or other incentive pay, or any payments which are not made on each regular payday, regardless of how such payments may be characterized.
(c) Board means the Board of Directors of the Company.
(d) Cause means any behavior or reason, as determined by the Company in its sole discretion, which constitutes cause for the termination of an Eligible Executives employment and includes but shall not be limited to any of the following: willful disregard of job duties; failure to repeatedly correct informed performance deficiencies; dishonesty (including, but not limited to, falsification of reports or the unauthorized removal or misuse of any Employer property); theft; breach of trust; unethical conduct; insubordination (including, but not limited to, willful negligence or refusal to carry out instructions); violation of Employer policies, procedures, or code of conduct; disclosure of confidential information about the Employer; conviction for (or a plea of nolo contendere to) any act of fraud, misappropriation, theft or embezzlement, and/or a felony; or breach of any written non-disclosure, non-competition or non-solicitation agreement, or any other material written agreement, in effect with the Employer.
(e) Change of Control has the meaning given in (i) the Amended and Restated Fiserv, Inc. 2007 Omnibus Incentive Plan or (ii) if the Board has adopted a replacement omnibus equity incentive plan for the Amended and Restated Fiserv, Inc. 2007 Omnibus Incentive Plan, the Companys most recently adopted omnibus equity incentive plan.