First Data 2007 Annual Report Download - page 390

2.4 "Incentive Award" means an incentive compensation award paid to a Participant pursuant to the Plan.
2.5 "Participant" means the Company's Chief Executive Officer and any executive officer of the Company who reports directly to the Company's Chief
Executive Officer and who is identified as eligible to participate in this Plan for a given Plan Year by the Committee or who is hired, transferred, or promoted
to an eligible position during a Plan Year and is identified as eligible to participate in the Plan by the Committee.
2.6 " Plan Year " means a period of one year, commencing each January 1 and ending on the following December 31, or such other twelve consecutive month
period as may be established from time to time by the Company. Subject to shareholder approval of the Plan, the first Plan Year of the Plan shall be the one
year period commencing on January 1, 2005 and ending December 31, 2005.
3. ESTABLISHMENT OF PERFORMANCE MEASURES AND DETERMINATION OF INCENTIVE AWARDS.
3.1 The payment of Incentive Awards to Participants under the Plan shall be determined by the extent to which the selected Corporate Performance Measures
and, if appropriate in the Committee's discretion, the selected Division or Business Unit Performance Measures have been attained in relation to a target
incentive level (the "Target Incentive Level") established for each Participant for each Plan Year. No later than 90 days after the beginning of any Plan Year,
the Committee shall (a) select and publish Corporate Performance Measures and, if appropriate in its discretion, Division or Business Unit Performance
Measures to be applied for such Plan Year, (b) select and publish the Target Incentive Level expressed as a dollar amount of incentive compensation for each
Participant for such Plan Year, and (c) specify the percentage of such Target Incentive Level that shall be payable as a result of the attainment of the
Corporate Performance Measures and, if applicable, the Division or Business Unit Performance Measures. The Committee shall establish threshold
performance levels which must be achieved at the corporate level and the division/business unit level (if applicable) before any Incentive Award shall be
payable under this Plan.
3.2 As soon as practicable following the end of each Plan Year, the Committee shall determine the degree to which the Corporate Performance Measures and
the Division or Business Unit Performance Measures (if applicable) have been met for such Plan Year in relation to the applicable Target Incentive Levels for
purposes of determining the amounts of any Incentive Awards payable under the Plan. If the applicable measures are satisfied at or above the threshold
performance levels established by the Committee, the Committee shall so certify in a written statement and shall authorize the payment of Incentive Awards
in accordance with the terms of the Plan; provided, however, that notwithstanding the foregoing, the Committee shall have the sole and absolute discretion to
reduce (but not increase) the amount of any Incentive Award otherwise payable under the Plan or to determine that no Incentive Award shall be payable to a
Participant under the Plan (so long as the exercise of such negative discretion does not result in an increase in the
2