First Data 2013 Annual Report Download - page 169

(j) “Grant” means an award made to a Participant pursuant to the Plan and described in Section 5, including, without limitation, an award of a
Stock Option, Stock Appreciation Right, Other Stock-Based Award or Dividend Equivalent Right (as such terms are defined in Section 5), or
any combination of the foregoing.
(k) “Grant Agreement” means an agreement between the Company and a Participant that sets forth the terms, conditions and limitations applicable
to a Grant.
(l) “Group” means “group,” as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act.
(m) “Investor” means the KKR 2006 Fund L.P. and its affiliated investment funds and certain other co-investors.
(n) “Management Stockholder’s Agreement ” shall mean that certain Management Stockholder’s Agreement between the applicable Participant and
the Company.
(o) “Participant” means an Employee, non-employee member of the Board, consultant or other person having a service relationship with the
Company or any other Service Recipient, to whom one or more Grants have been made and remain outstanding.
(p) “Person” means “person,” as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act.
(q) “Public Offering” means any registered public offering of the Common Stock on the New York Stock Exchange or the Nasdaq National Market
or other nationally recognized stock exchange or listing system.
(r) “Sale Participation Agreement” shall mean that certain Sale Participation Agreement between the applicable Participant and New Omaha
Holdings, L.P.
(s) “Service Recipient” shall mean, the Company, any Subsidiary of the Company, or any Affiliate of the Company that satisfies the definition of
“service recipient” within the meaning of Treasury Regulation Section 1.409A-1(g) (or any successor regulation), with respect to which the
person is a “service provider” (within the meaning of Treasury Regulation Section 1.409A-1(f) (or any successor regulation).
(t) “Subsidiary” means any corporation or other entity in an unbroken chain of corporations or other entities beginning with the Company if each
of the corporations or other entities, or group of commonly controlled corporations or other entities, other than the last corporation or other entity
in the unbroken chain then owns stock or other equity interests possessing 50% or more of the total combined voting power of all classes of
stock or other equity interests in one of the other corporations or other entities in such chain.
3. Administration of Plan
(a) The Plan shall be administered by the Committee. The Committee may adopt its own rules of procedure, and action of a majority of the
members of the Committee taken at a meeting, or action taken without a meeting by unanimous written consent, shall constitute action by the
Committee. The Committee shall have the power and authority to administer, construe and interpret the Plan, to make rules for carrying it out
and to make changes in such rules. Any such interpretations, rules, and administration shall be consistent with the basic purposes of the Plan.
(b) The Committee may delegate to the Chief Executive Officer and to other senior officers of the Company its duties under the Plan, subject to
applicable law and such conditions and limitations as the Committee shall prescribe, except that only the Committee may designate and make
Grants to the Chief Executive Officer and to other senior officers of the Company.
(c) The Committee may employ counsel, consultants, accountants, appraisers, brokers or other persons. The Committee, the Company, and the
officers and directors of the Company shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken
and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all Participants, the Company
and all other interested persons. No member of the Committee, nor employee or representative of the Company shall be personally liable for any
action, determination or interpretation made in good faith with respect to the Plan or the Grants, and all such members of the Committee,
employees and representatives shall be fully protected and indemnified to the greatest extent permitted by applicable law by the Company with
respect to any such action, determination or interpretation.