First Data 2007 Annual Report Download - page 399

property, and any outstanding loan, debt or other amount the Eligible Executive owes to the Company. The Company may recover any overpayment of
benefits made to an Eligible Executive or an Eligible Executive's estate under this Policy or, to the extent permitted by applicable law, offset any other
overpayment made to the Eligible Executive against any Policy benefits or other amount the Company owes the Eligible Executive or the Eligible Executive's
estate.
12. Outplacement
In the Committee's sole and absolute discretion, Eligible Executives who are eligible for Severance Benefits under the Policy also may be eligible for
outplacement services selected by the Company. Eligibility for, and the scope of, any outplacement services will be determined in the sole discretion of the
Committee. Under no circumstances will Eligible Executives be eligible to receive a cash payment in lieu of outplacement services.
13. Re-employment and Other Employment
In the event an Eligible Executive is re-employed by the Company prior to the commencement of or within the Severance Period, the payment of any
Severance Benefits payable with respect to the prior termination immediately will cease and such Severance Benefits will no longer be payable under this
Policy. Subject to Section 9 of this Policy, if an Eligible Executive obtains employment (other than with the Company) while receiving Severance Benefits,
the Eligible Executive will continue to receive any remaining cash Severance Benefits in accordance with the payment schedule then in effect, but, except as
otherwise required under applicable law, he or she will no longer be eligible to receive continued benefits under Section 7(b) of this Policy as of the date the
executive becomes eligible to receive such benefits under a subsequent employer's benefit programs.
14. Funding
This Policy is not funded, and payment of benefits hereunder is made from the general assets of the Company.
15. Administration
This Policy shall be administered by the Committee, which as the Named Fiduciary shall have the absolute discretion and exclusive right to interpret,
construe and administer the Policy and to make final determinations on all questions arising under the Policy, including but not limited to questions
concerning eligibility for, the amount of and receipt of Policy benefits. All decisions of the Committee will be conclusive, final and binding upon the parties.
16. Amendment or Termination of the Policy
The Company reserves the right to amend or terminate this Policy at any time in its sole discretion, provided, however, that during the period
commencing on the Closing and ending on the 36 month anniversary of a Change in Control (other than the Merger), the Company shall not amend or
terminate this Policy without the consent of each affected Eligible Executive.
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