First Data 2007 Annual Report Download - page 165

Director Compensation Following September 24, 2007 Merger
Following the September 24, 2007 merger, Directors who were not employees of the Company received no compensation in 2007. The Board of
Directors of the Company currently is reviewing future Director compensation policies.
Reimbursements
Directors are reimbursed for their expenses incurred in attending Board, committee and shareholder meetings, including those for travel, meals and
lodging. Directors are also reimbursed for their expenses incurred in attending director education programs.
Indemnification
The Company's Certificate of Incorporation provides that the Company shall indemnify and hold harmless each director to the fullest extent permitted
or authorized by the General Corporation Law of the State of Delaware.
SUMMARY COMPENSATION TABLE
Name and Principal Position Year
Salary
($)
Bonus
($)(1)
Stock
Awards
($) (2)
Option
Awards ($) (3)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension Value
and
Non-qualified
Deferred
Compensation
Earnings ($)
(4)
All Other
Compensation ($)
(5) Total ($)
Michael D. Capellas, Chairman & Chief
Executive Officer (6)
2007 $ 573,077 $ 867,945 $ 0 $ 0 $ 0 $ 0 $ 83,869 $ 1,524,891
Henry C. Duques, Former Chairman &
Chief Executive Officer (7)
2007 197,917 0 2,453,280 4,988,976 1,400,000 71,643 331,562 9,443,378
2006 250,000 0 0 0 1,650,000 115,994 134,374 2,150,368
Kimberly S. Patmore, Executive Vice
President & Chief Financial Officer
2007 577,083 0 2,658,286 4,583,335 600,000 50,429 129,841 8,598,974
2006 545,833 550,000 808,900 638,225 600,000 71,158 116,173 3,330,289
Peter W. Boucher, Executive Vice
President
2007 464,583 0 766,650 3,948,245 525,000 1,492 1,491,843 7,197,813
2006 301,042 500,000 0 610,191 0 0 27,083 1,438,316
David E. Dibble, Executive Vice
President (8)
2007 546,250 0 2,132,197 3,872,485 0 0 5,973,122 12,524,054
2006 520,833 0 496,563 517,412 560,000 0 3,230 2,098,038
Edward A. Labry III, Senior Executive
Vice President
2007 750,000 0 1,165,308 5,530,868 937,500 7,997 34,782 8,426,455
2006 750,000 0 0 689,883 655,000 11,733 7,971 2,114,587
David P. Bailis, Former Senior Executive
Vice President(9)
2007 477,083 0 2,299,756 5,185,433 0 7,795 5,586,199 13,556,266
2006 500,000 0 438,600 575,786 575,000 2,333 58,549 2,150,268
Pamela H. Patsley, Former Senior
Executive Vice President(10)
2007 616,667 0 2,750,284 5,137,324 0 11,869 6,237,978 14,754,122
2006 591,667 600,000 808,900 720,138 660,000 15,378 247,102 3,643,185
(1) Mr. Capellas received a guaranteed bonus for 2007 per his hire agreement. Ms. Patmore and Ms. Patsley were awarded a deferred cash bonus by the
Committee in 2005 which was paid in March 2006. The award was granted in recognition of strong 2004 performance in certain segments of the
business and to maintain competitive compensation levels for executive officers. Mr. Boucher received a guaranteed bonus for 2006 per his hire
agreement.
(2) Amounts include all compensation expense recognized in First Data's financial statements during 2007 in accordance with SFAS 123R with respect to
all restricted shares awarded under the 1992 and 2002 First Data Corporation Long-Term Incentive Plans. As a result of the merger, all outstanding
restricted shares became vested during 2007 and therefore all compensation expense on outstanding restricted shares previously unrecognized prior to
the merger date was recorded on the merger date in accordance with SFAS 123R. See Note 15 to the Consolidated Financial Statements included in
Item 8 of this Form 10-K for a discussion of the relevant assumptions used in calculating grant date fair value under SFAS 123R. For further
information on awards granted in 2007, see the Grant of Plan-Based Awards Table.
(3) Amounts include all compensation expense recognized in First Data's financial statements during 2007 in accordance with SFAS 123R with respect to
all stock options awarded under the 1992 and 2002 First Data Corporation Long-Term Incentive Plans. As a result of the merger, during 2007 all
outstanding options were cancelled and exchanged for cash equal to the difference between the $34.00 per share merger price and the option exercise
price, if any. Therefore, all compensation expense on outstanding options previously unrecognized prior to the merger date was recorded on the merger
date in accordance with SFAS 123R. See
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