First Data 2013 Annual Report Download - page 135

2013 Equity Awards
Annual grants to Mr. Labry and Mr. Winborne were made in March 2013, with amounts determined in the sole discretion of the Committee based on
each executive’s role and performance. These equity awards were granted under the 2007 Equity Plan and were comprised of both options and restricted stock
awards. Restricted shares vest upon the later of three years from grant date or a liquidity event, as defined by the Plan. Options vest one-third per year over a
three year period from the grant date.
 
 571,429 285,714
 385,714 192,857
Mr. Labry also received a special grant following his appointment as Vice Chairman of 2,500,000 options, which vest 20% per year over five years
from the grant date.
In December 2013, the Committee cancelled all outstanding performance-vested options. Prior to cancellation, Mr. Labry held 5,625,000 and
Mr. Winborne held 500,000 performance-vested options.
On May 7, 2013, Mr. Bisignano purchased 857,143 shares at the then market value of $3.50 per share and was granted 4,285,715 unrestricted shares
of stock. He was also granted 1,428,572 shares of fully vested restricted stock units to be delivered to him upon the earlier of his termination date, or at the
time of 2013 bonus payment.
Executives hired during 2013, also received the following equity awards.


 

 
 5/7/2013 26,285,714 20% per year —
 7/11/2013 5,000,000 20% per year 1,857,142 Later of 3 years, or Liquidity Event (1)
 6/3/2013 3,000,000 20% per year 1,200,000 Later of 3 years, or Liquidity Event (2)
 6/3/2013 2,750,000 20% per year 750,000 Later of 3 years, or Liquidity Event (2)
(1) Half of Mr. Chiarello’s restricted stock would become vested following any separation of service after December 31, 2013. All of
Mr. Chiarello’s restricted stock would become vested following any separation of service after July 11, 2015.
(2) Forty percent of Mr. Patel’s and Ms. Larsen’s restricted stock would become vested following any separation of service after
December 31, 2013. Eighty percent of Mr. Patel’s and Ms. Larsen’s restricted stock would become vested following any separation of
service after December 31, 2014. All of Mr. Patel’s and Ms. Larsen’s restricted stock would become vested following any separation
of service after December 31, 2015.
General Provisions for Options and Purchased Shares under the 2007 Equity Plan
IPO or sale of FDC has no impact on options vesting unless the Sponsor’s (KKR’s) stake drops to a level below 10% of their original investment. If it
does, then all options granted in 2011 and later become 100% vested. If the sale of FDC results in a Change in Control whereby the sponsor stake drops below
50% and the sponsor no longer controls a majority of the Board all call rights are eliminated and options granted in 2011 and forward become 100% vested.
For options held by Mr. Labry and Mr. Winborne which were granted in 2010 and prior, the vesting of all time options is fully accelerated upon a Change in
Control or a Liquidity Event, as defined in the 2007 Equity Plan.
If an option holder terminates employment with the Company for any reason, all options are subject to call rights by Holdings until a Change in Control
or a Liquidity Event, as defined in the 2007 Equity Plan.
If an option holder’s employment is terminated due to Death, Disability, Good Reason or Not for Cause (as defined in the 2007 Equity Plan), call rights
may be exercised on vested options at the fair market value share price. In this event, shares obtained through previous option exercises may be called at the
fair market value share price. In the event of Death or Disability, the option holder has a put right to exchange vested options for the difference of the fair
market value and the option exercise price.
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