First Data 2013 Annual Report Download - page 172

share prices related to outstanding Grants, and/or (iii) take such other action (including, without limitation providing for payment of a cash amount to holders
of outstanding Grants), in each case as it deems reasonably necessary to address, on an equitable basis, the effect of the applicable corporate event on the Plan
and any outstanding Grants, without adverse tax consequences under Section 409A of the Code. Any such adjustment made or action taken by the Committee
in accordance with the preceding sentence shall be final and binding upon holders of Options and upon the Company.
9. Change in Control
In the event of a Change in Control: (a) if determined by the Committee in the applicable Grant Agreement or otherwise determined by the Committee
in its sole discretion, any outstanding Grants then held by Participants which are unexercisable or otherwise unvested or subject to lapse restrictions may
automatically be deemed exercisable or otherwise vested or no longer subject to lapse restrictions, as the case may be, as of immediately prior to such Change
in Control and (b) the Committee may, to the extent determined by the Committee to be permitted under Section 409A of the Code, but shall not be obligated to:
(i) cancel such awards for fair value (as determined in the sole discretion of the Committee) which, in the case of Stock Options and Stock Appreciation
Rights, may equal the excess, if any, of the value of the consideration to be paid in the Change in Control transaction to holders of the same number of Shares
subject to such Stock Options or Stock Appreciation Rights (or, if no consideration is paid in any such transaction, the Fair Market Value of the Shares
subject to such Stock Options or Stock Appreciation Rights) over the aggregate option price of such Stock Options or the aggregate exercise price of such
Stock Appreciation Rights, as the case may be; (ii) provide for the issuance of substitute awards that will substantially preserve the otherwise applicable terms
of any affected Grants previously granted hereunder, as determined by the Committee in its sole discretion; or (iii) provide that for a period of at least ten
business days prior to the Change in Control, any Stock Options or Stock Appreciation Rights shall be exercisable as to all Shares subject thereto and that
upon the occurrence of the Change in Control, such Stock Options or Stock Appreciation Rights shall terminate and be of no further force and effect; provided
that if the Committee takes the actions set forth in this Section 9(b)(iii), Participants shall have the ability to pay for the shares with respect to which such
Stock Options or Stock Appreciation Rights are being exercised by electing to have the number of Shares that would otherwise be issued to the Participant
reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Participant to the Company in
respect of such exercise and the minimum statutory withholding that would have otherwise had to have been paid to the Company in relation with such
exercise.
10. Amendment and Termination
(a) The Committee shall have the authority to make such amendments to any terms and conditions applicable to outstanding Grants as are
consistent with this Plan, provided that no such action shall modify any Grant in a manner that adversely impacts, other than in a de minimis
manner, a Participant with respect to any outstanding Grants, other than pursuant to Section 8, 9 or 10(c) hereof, without the Participant’s
consent, except as such modification is provided for or contemplated in the terms of the Grant or this Plan.
(b) The Board may amend, suspend or terminate the Plan, except that no such action, other than an action under Section 8, 9 or 10(c) hereof, may
be taken which would, without stockholder approval, increase the aggregate number of Shares available for Grants under the Plan, decrease the
price of outstanding Grants, change the requirements relating to the Committee, or extend the term of the Plan. However, no such action shall
adversely impact, other than in a de minimis manner, a Participant with respect to any outstanding Grants, other than pursuant to Section 8, 9
or 10(c) hereof, without the Participant’s consent, except as otherwise contemplated in the terms of the Grant or the Plan.
(c) This Plan is intended to comply with Section 409A of the Code and will be interpreted in a manner intended to comply with Section 409A of the
Code. Notwithstanding anything herein to the contrary, (i) if at the time of the Participant’s termination of employment with any Service
Recipient the Participant is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any
payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any
accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such
payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) until the date
that is six months and one day following the Participant’s termination of employment with all Service Recipients (or the earliest date as is
permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment and (ii) if any other
payments of money or other benefits due to the Participant hereunder would cause the application of an accelerated or additional tax under
Section 409A of the Code, such payments or other benefits shall be deferred, if deferral will make such payment or other benefits compliant
under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner,
reasonably determined by the Board in consultation with the Participant, that does not cause such an accelerated or additional tax or result in an
additional cost to the Company (without any reduction in such payments or benefits ultimately paid or provided to the Participant).