First Data 2007 Annual Report Download - page 395

7. Severance Benefits
The provisions of this Section are subject, without limitation, to the provisions of Section 9 hereof.
(i) Severance Pay. If an Eligible Executive's employment with the Company is terminated after the Effective Date for any reason set forth in Section 5,
the Company shall pay the Eligible Executive the following amounts:
(a) an amount equal to the product of (1) the sum of the executive's Base Salary and the target bonus payable to the executive pursuant to the
Company's Senior Executive Incentive Plan (or the bonus plan then applicable to the executive) for the year in which the Termination Date occurs, and (2) 2.
(b) a prorated amount of the Eligible Executive's target bonus under the Company's Senior Executive Incentive Plan (or the bonus plan then
applicable to the executive) for the year in which the Termination Date occurs. Such prorated amount shall be equal to the product of (1) the Eligible
Executive's target bonus for the year in which the Termination Date occurs and (2) the ratio of the number of days elapsed during such year prior to the
Termination Date to 365.
(ii) Continued Benefits Coverage. If an Eligible Executive's employment with the Company is terminated after the Effective Date for any reason set
forth in Section 5, subject to the terms of any applicable plan documents and the remaining provisions of this subsection, the Company shall provide the
Eligible Executive (and his or her dependents) for the duration of the Severance Period with all welfare benefits coverage which the Eligible Executive (or his
or her dependents) was participating in or receiving as of the Termination Date. The cost to the Eligible Executive of such coverage and the terms and
conditions of such coverage during the Severance Period shall be the same as those applicable to similarly situated active employees during such period.
Notwithstanding the foregoing, after the expiration of the first 12 months of the Severance Period, the Eligible Executive (and his or her dependents) shall
lose Company-sponsored group health coverage unless a timely election is made for continued group health coverage under the Consolidated Omnibus
Budget Reconciliation Act of 1986, as amended ("COBRA"). The Company shall pay to the Eligible Executive, as an additional Severance Benefit, a lump
sum approximately equal to the difference in cost between COBRA premiums and active employee premiums for 12 months of COBRA coverage calculated
by the Company in its discretion as of the Termination Date, which payment shall constitute taxable income to the Eligible Executive and which shall be paid
no later than the 30th day following the expiration of the first 12 months of the Severance Period. An Eligible Executive receiving Severance Benefits under
this Policy shall also be entitled to receive during the Severance Period any financial planning benefits which the Eligible Executive was receiving as of the
Termination Date, but shall not be entitled to receive any other perquisites after such date. Notwithstanding the foregoing, the executive's continued benefits
coverage under this subsection shall cease as of the date the executive becomes eligible to receive such benefits under a subsequent employer's benefit
programs. Eligible Executives receiving Severance Benefits under this Policy are not eligible to continue contributions to the Company's qualified retirement
plans or nonqualified deferred compensation program.
(iii) Incentive Awards. If an Eligible Executive's employment with the Company is terminated after the Effective Date for any reason set forth in
Section 5, outstanding cash incentive awards granted to the Eligible Executive that are eligible to become fully vested and payable solely contingent upon the
Eligible Executive's continued employment and the passage of time shall continue to vest and be payable in accordance with their terms, notwithstanding the
executive's earlier termination of employment.
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