First Data 2007 Annual Report Download - page 389

Exhibit 10.19
FIRST DATA CORPORATION
SENIOR EXECUTIVE INCENTIVE PLAN
(As Amended and Restated Effective January 1, 2008)
1. PURPOSE OF THE PLAN. The First Data Corporation Senior Executive Incentive Plan (the "Plan") is hereby amended and restated effective January 1,
2008 by the Compensation and Benefits Committee of the Board of Directors of First Data Corporation (the "Company"). The Plan is designed to encourage
teamwork and individual performance by providing annual incentive compensation contingent upon the achievement of specified financial performance
measures, to advance the interests of the Company by attracting and retaining key executives, and to reward contributions made by the Company's Chief
Executive Officer and other senior executive officers in optimizing long-term value to the Company's shareholders by connecting a portion of each such
executive's total potential cash compensation to the attainment of objective company financial goals. The Incentive Awards payable under the Plan are
intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, and shall
be interpreted in a manner consistent with such intent.
2. DEFINITIONS. For purposes of this Plan, the following terms shall have the meanings set forth below:
2.1 "Committee" means the Compensation and Benefits Committee of the Company's Board of Directors, or any successor thereto or delegate thereof with the
authority to act on behalf of the Committee with respect to this Plan.
2.2 "Corporate Performance Measures" means specified levels of earnings per share, the attainment of a specified price of the Company's common stock,
specified levels of earnings before interest expense and taxes, operating profit, return to stockholders (including dividends), return on equity, earnings,
revenues, market share, cash flow, cost reduction goals, economic value added, or any combination of the foregoing, as selected by the Committee for a
specified performance or measurement period for purposes of this Plan, and as such measures may be adjusted for major nonrecurring and non-operating
expense and income items, as determined by the Company and as acceptable to the Committee in its sole discretion, based on the facts and circumstances
involved, as determined pursuant to generally accepted accounting principles, and as consistently applied by the Committee.
2.3 "Division or Business Unit Performance Measures" mean specified levels of revenue, operating profit, market share, pretax return on total capital, cost
reduction goals, economic value added, or any combination of the foregoing, as selected by the Committee for a specified performance or measurement period
for purposes of this Plan, and as such measures may be adjusted for major nonrecurring and non-operating expense and income items, as determined by the
Company and as acceptable to the Committee in its sole discretion, based on the facts and circumstances involved, as determined pursuant to generally
accepted accounting principles, and as consistently applied by the Committee.