First Data 2007 Annual Report Download - page 175

The Policy is intended to promote uniform treatment of senior executives who are involuntarily terminated other than for "cause" or who voluntarily
leave the company for "good reason" as defined under the 2007 Equity Plan. Under the updated Policy, no benefits are provided based solely on a "Change-in-
Control". The Policy provides for payment of the following severance benefits:
1. A cash payment equal to the executive officer's base pay plus target bonus multiplied by 2. The updated Policy no longer provides greater
benefits for the CEO.
2. A cash payment equal to the executive officer's prorated bonus target for the year of termination.
3. A cash payment equal to the financial planning benefits to which the executive officer would have been entitled to during the two years following
termination.
4. Continuation of medical, dental and vision benefits coverage for a period of 2 years, with a portion of the costs of the benefits paid by the
executive officer.
5. A "Gross Up Payment" is made if it is determined that any Section 280G parachute payments provided by the Company to or on behalf of an
eligible executive would be subject to the excise tax imposed by Code Section 4999. The Gross-Up Payment is an amount so that after payment
of all taxes the eligible executive retains an amount equal to the Excise Tax imposed by Code Section 4999. Executives are eligible for this
benefit regardless of whether their employment is terminated following the triggering change-in-control.
As a condition to receiving severance benefits under the Policy, all employees are required to release First Data and its employees from all claims they
may have against them and agree to a number of restrictive covenants which are structured to protect First Data from potential loss of customers or employees
and the release of company confidential information.
The actual payments under the policy are contingent upon many factors as of the time benefits would be paid, including elections by the executive and
tax rates.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
Equity Compensation Plan Information
The Company does not have any compensation plans under which the Company's common stock may be issued. First Data Holdings Inc., the
Company's parent company, has adopted the 2007 Stock Incentive Plan for Key Employees of First Data Corporation and its Affiliates. The following table
contains certain information regarding options, warrant or rights under the plan as of December 31, 2007.
Plan Category
Number of securities to be
issued upon exercise of
outstanding options, warrants
and rights
(a)
Weighted-average exercise
price of outstanding options,
warrants and rights
(b)
Number of securities
remaining available for future
issuance under equity
compensation plans (excluding
securities reflect in column (a))
(c)
Equity compensation plans approved by security holders — — 119,313,768
Equity compensation plans not approved by security holders — — —
Total — — 119,313,768
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