First Data 2013 Annual Report Download - page 171

(d) Dividend Equivalent Rights — The Committee may grant Dividend Equivalent Rights either alone or in connection with the grant of a Stock
Option or SAR. A “Dividend Equivalent Right” shall be the right to receive a payment in respect of one Share (whether or not subject to a Stock
Option) equal to the amount of any dividend paid in respect of one Share held by a shareholder in the Company. Each Dividend Equivalent
Right shall be subject to such terms as the Committee may determine.
6. Limitations and Conditions
(a) The number of Shares available for Grants under this Plan shall be 179,500,000, subject to adjustment as provided for in Sections 8 and 9,
unless restricted by applicable law. Shares related to Grants that are forfeited, terminated, canceled, expire unexercised, withheld to satisfy tax
withholding obligations, or are repurchased by the Company shall immediately become available for new Grants.
(b) No Grants shall be made under the Plan beyond ten years after September 24, 2007, the effective date of the Plan (the “Effective Date”), but the
terms of Grants made on or before the expiration of the Plan may extend beyond such expiration. At the time a Grant is made or amended in
accordance with the terms of the Plan, or the terms or conditions of a Grant are changed in accordance with the terms of the Plan or the Grant
Agreement, the Committee may provide for limitations or conditions on such Grant.
(c) Nothing contained herein shall affect the right of the Company or any other Service Recipient to terminate any Participant’s employment or other
service relationship at any time or for any reason.
(d) Other than as specifically provided in the Management Stockholder’s Agreement, Sale Participation Agreement or Grant Agreement, no benefit
under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any
attempt to do so shall be void. No such benefit shall, prior to receipt thereof by the Participant, be in any manner liable for or subject to the
debts, contracts, liabilities, engagements, or torts of the Participant.
(e) Participants shall not be, and shall not have any of the rights or privileges of, stockholders of the Company in respect of any Shares
purchasable in connection with any Grant unless and until certificates representing any such Shares have been issued by the Company to such
Participants (or book entry representing such Shares has been made and such Shares have been deposited with the appropriate registered book-
entry custodian).
(f) No election as to benefits or exercise of any Grant may be made during a Participant’s lifetime by anyone other than the Participant except by a
legal representative appointed for or by the Participant.
(g) Absent express provisions to the contrary, any Grant under this Plan shall not be deemed compensation for purposes of computing benefits or
contributions under any retirement or severance plan of the Company or other Service Recipient and shall not affect any benefits under any other
benefit plan of any kind now or subsequently in effect under which the availability or amount of benefits is related to level of compensation.
This Plan is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended.
(h) Unless the Committee determines otherwise, no benefit or promise under the Plan shall be secured by any specific assets of the Company or any
other Service Recipient, nor shall any assets of the Company or any other Service Recipient be designated as attributable or allocated to the
satisfaction of the Company’s obligations under the Plan.
7. Transfers and Leaves of Absence
For purposes of the Plan, unless the Committee determines otherwise: (a) a transfer of a Participant’s employment without an intervening period of
separation among the Company and any other Service Recipient shall not be deemed a termination of employment, and (b) a Participant who is granted in
writing a leave of absence or who is entitled to a statutory leave of absence shall be deemed to have remained in the employ of the Company (and other Service
Recipient) during such leave of absence.
8. Adjustments
In the event of any stock split, spin-off, share combination, reclassification, recapitalization, liquidation, dissolution, reorganization, merger,
Change in Control, payment of a dividend (other than a cash dividend paid as part of a regular dividend program) or other similar transaction or occurrence
which affects the equity securities of the Company or the value thereof, the Committee shall (i) adjust the number and kind of shares subject to the Plan and
available for or covered by Grants, (ii) adjust the