First Data 2013 Annual Report Download - page 138

months thereafter. The initial employment period was February 26, 2004 through February 26, 2006. However, the agreement automatically extends for
additional thirty (30) day periods unless either party gives notice to the other party fifteen (15) days before the end of an employment period. As of the date
hereof, neither party has provided notice to terminate the agreement.
Employment Agreement with Mr. Bisignano
On April 28, 2013, First Data and Holdings entered into an employment agreement with Mr. Bisignano (the “Employment Agreement”). A copy of
the Employment Agreement is attached to a Current Report on Form 8-K and is incorporated therein by reference. The Employment Agreement provides for an
initial five-year term from the Commencement Date and automatic one-year extensions after such time unless terminated by either party with prior written
notice. Under the terms of the Employment Agreement, Mr. Bisignano will earn an annual base salary of $1,500,000, which base salary may be increased
but not decreased; receive a guaranteed annual incentive payment for 2013 in an amount which results in Mr. Bisignano being paid by both First Data and his
prior employer, in the form of base salary and cash incentive payments (excluding any special, one-time incentive payments), at least $4.75 million; and
commencing with the 2014 fiscal year, be eligible to receive a discretionary annual incentive payment in such amount as determined in the sole discretion of the
Compensation Committee of the Board of Directors of First Data, based upon its assessment of Mr. Bisignano’s performance, payable in the form of cash,
equity-based awards or a combination thereof. Mr. Bisignano will be eligible to receive executive perquisites, fringe and other benefits consistent with what is
provided to executives. Mr. Bisignano’s employment agreement also stipulates he would receive the greater of $9,500,000 or two times the sum of his base pay
and average of his last two annual incentive payments.
TAX AND ACCOUNTING CONSIDERATIONS
During 2013, Internal Revenue Code Section 162(m) limitations on tax deductibility of compensation did not apply to FDC as the Company’s common
stock is not registered or publicly traded. The Committee has not considered Internal Revenue Code Section 162(m) deductibility limitations in the planning of
2013 compensation since they do not apply.
DIRECTOR COMPENSATION
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Joe W. Forehand (1) 800,000 875,000 2,063,000 640,000 021,600 4,399,600
Henry R. Kravis 40,000 0 0 0 0 0 40,000
Scott C. Nuttall 40,000 0 0 0 0 0 40,000
Tagar C. Olson 40,000 0 0 0 0 0 40,000
Joseph J. Plumeri (2) 345,000 01,997,000 520,000 05,760 2,867,760
FDC Directors do not receive compensation. However, all of the Directors of FDC are also Directors of FDC’s parent company, Holdings. The Board of
Directors of Holdings has approved an annual cash retainer for each non-employee director of Holdings, other than Mr. Forehand, of $40,000 per year.
All Directors other than Mr. Forehand are eligible to defer up to $40,000 of their retainer in the First Data Holdings Inc. 2008 Non-Employee Director
Deferred Compensation Plan (“Director Deferred Comp Plan”) and each such Director elected to defer $40,000 of their retainer earned in 2013. Deferrals in the
Non-Employee Director Deferred Compensation Plan track the value of shares of Holdings and are payable to participants only upon Separation of Service or
Death.
(1) Mr. Forehand received a non-executive Chairman Compensation package from Holdings consisting of $800,000 per year payable in monthly
installments and an annual bonus determined at the discretion of the Holdings Committee, with a target amount of $800,000. He received 250,000
Restricted Stock Awards which vest upon the later of 3 years from grant or a liquidity event as defined in the Equity Plan. He received 1,000,000
fully vested stock options with an exercise price of $3.50.
(2) Mr. Plumeri earned a $20,000 retainer for his board service in 2013 which was deferred into the Director Deferred Comp Plan. He also provided
services to the Company under the KKR Management Contract and earned $845,000 for such services in 2013. Mr. Plumeri purchased
1,428,572 shares of stock and received a grant of 1,000,000 stock options which
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