First Data 2007 Annual Report Download - page 391

Incentive Award payable to any other Participant). Under no circumstances shall any Incentive Award be deemed earned by or payable to a Participant under
this Plan with respect to any Plan Year unless and until the Committee both certifies the attainment of all applicable Performance Measures and exercises its
discretion to determine whether an Incentive Award shall be paid to each such individual Participant with respect to such Plan Year.
4. PAYMENT OF INCENTIVE AWARDS. Payment of Incentive Awards, less withholding taxes and other applicable withholdings, shall be made to
Participants not later than March 15 following the applicable Plan Year, provided the Committee has certified that the applicable Performance Measures have
been satisfied and has determined the amount and approved the payment of the Incentive Award to the Participants. Funding of Incentive Awards under this
Plan shall be out of the general assets of the Company. Unless otherwise determined by the Committee in its discretion, Incentive Awards shall be paid in
cash.
5. ADMINISTRATION. The Plan shall be administered by the Committee, which shall have full power and authority to interpret, construe and administer the
Plan in accordance with the provisions set forth herein. The Committee's interpretation and construction of the Plan, and actions hereunder, or the amount or
recipient of the payments to be made from the Plan, shall be binding and conclusive on all persons for all purposes. In this connection, the Committee may
delegate to any corporation, committee or individual, regardless of whether the individual is an employee of the Company, the duty to act for the Committee
hereunder. No officer or employee of the Company shall be liable to any person for any action taken or omitted in connection with the interpretation and
administration of the Plan unless attributable to his or her own willful misconduct or lack of good faith. The expenses of administering the Plan shall be paid
by the Company and shall not be charged against the Plan.
6. PARTICIPATION IN THE PLAN. Eligible executive officers of the Company may become Participants in accordance with the terms of the Plan at any
time during the Plan Year. If an executive officer becomes a Participant at any time other than as of the commencement of a Plan Year, the Corporate
Performance Measures, the Division or Business Unit Performance Measures (if established by the Committee), and the Target Incentive Level for the
Participant shall be established by the Committee no later than the time prescribed by the Treasury Regulations under Section 162(m) of the Internal Revenue
Code of 1986, as amended.
7. TERMINATION OF EMPLOYMENT. Unless otherwise determined by the Committee, a Participant whose employment in his current position with the
Company terminates for any reason prior to the end of a Plan Year shall not be entitled to receive an Incentive Award for such Plan Year.
8. DEFERRAL OF INCENTIVE AWARDS. A Participant may elect to defer receipt of all or any portion of any Incentive Award made under this Plan to a
future date as provided in and subject to the terms and conditions of any deferred compensation plan of the Company.
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