First Data 2007 Annual Report Download - page 394

before-tax contributions that are deducted for Company benefit plan purposes. Base Salary does not include taxable or nontaxable fringe benefits or awards,
vacation, performance awards, bonus, commission or other incentive pay, or any payments which are not made on each regular payday, regardless of how
such payments may be characterized.
(ii) "Board" means the Board of Directors of FDC.
(iii) "Cause" shall have the meaning ascribed to it in the 2007 Stock Incentive Plan for Key Employees of First Data Corporation and its Affiliates (the
"Option Plan") or any Stock Option Agreement awarding stock options thereunder to which the Eligible Executive is a party.
(iv) "Change in Control" shall have the meaning ascribed to it in the Option Plan.
(v) "Company" means FDC or its subsidiaries or any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or
otherwise, including, without limitation, any successor due to a Change in Control) to the business or assets of FDC.
(vi) "Disability" shall have the meaning ascribed to it under the Option Plan or any Stock Option Agreement awarding stock options thereunder to
which the Eligible Executive is a party.
(vii) "Eligible Executive" means an individual who is listed on Appendix A. The Board may from time to time designate additional Eligible Executives,
and the name of any executive so added shall be added to Exhibit A.
(viii) "Good Reason" shall have the meaning ascribed to it under the Option Plan or any Stock Option Agreement awarding stock options thereunder to
which the Eligible Executive is a party.
(ix) "Severance Benefits" are the benefits payable to an Eligible Executive pursuant to this Policy, other than the Change in Control-related benefits
referenced in Sections 8 hereof.
(x) "Severance Period" means a twenty-four (24) consecutive month period commencing on an Eligible Executive's Termination Date.
(xi) "Termination Date" is the date on which the Eligible Executive's employment with the Company terminates for a reason set forth under Section 5.
4. Eligibility
All Eligible Executives who have been employed by the Company for 3 months are eligible for benefits under this Policy. Executives are not eligible
for any benefits under this Policy if their employment terminates within three months of their date of hire.
5. Eligible Termination Reasons
An eligible termination reason is any involuntary separation of service with the Company other than for Cause or Disability, or any voluntary separation
of service by the Eligible Executive for Good Reason.
6. Non-Eligible Termination Reasons
A non-eligible termination reason is any reason for termination that is not an eligible termination reason under Section 5.
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