First Data 2007 Annual Report Download - page 168

(1) Grants reflected in this column are grants of restricted stock. All 2007 grants were fully vested and exchanged for cash at the time of the merger.
(2) Grants reflected in this column are grants of stock options. All 2007 grants were cancelled and exchanged for cash at the time of the merger.
(3) Grant Date Fair Value for restricted stock and options is based on SFAS 123R valuations at the time of grant. SFAS 123R valuations were based on the
average high and low price of FDC stock on the date of award for restricted stock and Black-Scholes valuation for stock options.
(4) Close price is not equal to the exercise price because the exercise price of granted stock options was set at the average of the high and low price of FDC
stock on the date of the award.
Letter Agreement with Mr. Capellas
On September 24, 2007, the Company assumed a letter agreement, dated as of June 27, 2007, between Michael Capellas and New Omaha Holdings,
L.P. (the "Letter Agreement "). Pursuant to the Letter Agreement, Mr. Capellas became Chairman and Chief Executive Officer of the Company upon the
completion of the merger. Under the terms of the Letter Agreement, Mr. Capellas will earn an annual base salary of $1,200,000, will receive a pro rated
guaranteed annual bonus for 2007 based on a full-year annual bonus of $1,800,000 and thereafter will be eligible to earn a performance-based annual bonus
with a target amount of 150% of his base salary. Similar to the arrangements with other executives of the Company, upon termination of Mr. Capellas'
employment by the Company without "cause" or by Mr. Capellas as a result of "good reason", Mr. Capellas will be entitled to a payment of two times the sum
of his base salary and his target annual bonus. For Mr. Capellas, this amount will be reduced on a dollar for dollar basis by the amount of gain realized by him
on his equity investment in First Data Holdings Inc. ("Holdings"). Under the terms of the Letter Agreement, Mr. Capellas is obligated to make an equity
investment in Holdings and is entitled to receive stock option grants to purchase shares of common stock of Holdings.
Employment Agreement with Mr. Labry
In connection with the Company's merger with Concord EFS, Inc., on April 1, 2003 an employment agreement was entered into with Edward A. Labry
III, President of First Data Commercial Services. The agreement provided that the Company would employ Mr. Labry for a base salary of $750,000 per year
and that he may be eligible for additional compensation under certain Company plans or arrangements. Under the agreement, Mr. Labry agreed not to
compete with the Company, or solicit any employees or customers of the Company, during his employment with the Company and twelve 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.
Non-Equity Incentive Plan Compensation
Amounts listed under the "Non-Equity Incentive Plan Compensation" column, were determined by the Compensation and Benefits Committee and were
paid prior to March 15, 2008.
Equity Awards
The stock options were granted under the 2002 Long-Term Incentive Plan and had a ten-year term. The options were scheduled to vest in four equal
installments starting on the anniversary date of the initial grant date. The grant price was based upon the average high and low market price of the Company's
common stock as reported by the New York Stock Exchange on the date of the grant.
The restricted stock awards were granted under the 2002 Long-Term Incentive Plan. The restricted shares were scheduled to vest in three equal
installments starting on the anniversary date of the initial grant date. Recipients of restricted stock received dividends and voting rights on all grants.
However, the shares of restricted stock could not be sold or otherwise transferred prior to the lapse of the restrictions.
Upon the closing of the September 24, 2007 merger, all outstanding options were cancelled and exchanged for cash equal to the difference between the
$34.00 per share merger price and the option exercise price, if any. All outstanding restricted shares vested upon the September 24, 2007 merger and were
exchanged for $34.00 per share.
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