First Data 2007 Annual Report Download - page 174

distribution election was made in the form of a lump sum payment (have the vested account balance paid in one payment) or quarterly or annual installments
specifying the number of years over which the payments would be made (up to 10 years) and the start date of payments (an anniversary of the participants'
termination up to the fifth anniversary). All participants could receive distributions for any of the following: participant leaves the Company, participant
becomes partially and totally disabled, participant dies, or a change in control as defined by 409A. All elections, administration, and distributions for the
SISP-2 are made within the guidelines and regulations of 409A.
After one year of service, employees were eligible for Company matching contributions. Employees received $1 for every $1 deferred, up to a
maximum of 3% of their total compensation. The 3% maximum Company match refers to the total combined company match allocated to the First Data
401(k) ISP and the SISP-2. Company matching contributions could be allocated to either the First Data 401(k) ISP or SISP-2 depending on the employees'
deferral rates to each plan and their compensation. After five years of service, participants were eligible to receive a Service-Related Contribution increase of
1.5% of their compensation (for a total company contribution of 4.5%). The Service-Related Contribution increased to 3% of compensation after ten years of
First Data service (for a total company contribution of 6%). Service-Related Contributions are applicable to the First Data 401(k) ISP and SISP-2 in the same
manner as company matching contributions as described above. In addition to the Company match and Service-Related Contribution, participants may have
been eligible for restored ISP Plus Contributions if they were hired prior to April 1, 1996 and met certain other requirements. If eligible, each payroll period,
the Company contributed 3.4% of eligible deferred earnings. Vesting on Company matching contributions and their investment earnings occurred over a four
year period, 25% per year for the first four years of participation in the plan. Immediate vesting occurred upon the following: reaching age 65; becoming
totally and permanently disabled; dying while employed; and termination of the plan by the Company.
The SISP has been frozen since December 31, 2004.
The return rate on account balances is determined annually by the Company. For 2007, the SISP and SISP-2 rate of return was 7% from January 1,
2007 through September 24, 2007 and 11% from September 24, 2007 through November 15, 2007.
The SISP and SISP-2 were terminated on October 15, 2007, all company contributions became fully vested and all account balances were distributed to
participants on November 15, 2007.
Severance Benefit(1)
Name
Cash
Payments ($)
(2)
Health &
Welfare
Benefits ($)
(3)
Financial
Planning ($)
(4)
Unvested
Stock Options ($)
(5)
Unvested
Restricted Stock ($)
(5)
Estimated
280G Tax
Gross Up ($)
(6) Total ($)
Michael D. Capellas (7) 6,000,000 13,809 40,000 0 0 0 6,053,809
Kimberly S. Patmore 2,400,000 19,253 20,000 0 0 0 2,439,253
Peter W. Boucher 2,050,000 19,310 20,000 0 0 843,032 2,932,342
David Dibble(8) 2,875,000 26,372 31,866 0 0 3,017,475 5,950,713
Edward A. Labry III 2,500,000 19,310 20,000 0 0 0 2,539,310
(1) Benefits are determined based on an assumed termination date of December 31, 2007 and the terms of the First Data Severance/Change in Control
Policy effective September 24, 2007. Executive officers are eligible to receive benefits under this plan following three months of service and in the
event of an involuntary termination not for cause, death or disability or a voluntary termination for good reason.
(2) Represents two times the sum of each executive's base salary and target bonus as of December 31, 2007.
(3) Represents the company-paid portion of Medical, Dental and Vision benefits for each executive for a period of two years.
(4) Represents the cash value of the financial planning benefit for each executive for a period of two years.
(5) No stock options or restricted stock shares were held by any executives as of December 31, 2007.
(6) Represents estimated 280G gross up payments required under the Severance/Change in Control Policy. Based on a severance date of December 31,
2007. 280G calculations included all Change in Control benefits received as a result of the merger in addition to Severance benefits.
(7) Per the terms of his employment agreement, Mr. Capellas' cash payments are reduced by any equity gains realized on either purchased or granted
equity. As of December 31, 2007, there were no such gains.
(8) Mr. Dibble's last day of employment with First Data was December 31, 2007. The cash payments, estimated Health and Welfare benefits and financial
planning benefits shown above reflect the actual terms of his severance agreement.
In July 2005, First Data established the First Data Corporation Severance/Change in Control Policy (the "Policy"). The Policy provides for the payment
of benefits to executive officers upon severance from First Data and/or upon a change of control. Following the merger, the Policy was updated and restated to
better align with the provisions and definitions in the 2007 Equity Plan in which all executive officers participate.
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