First Data 2008 Annual Report Download - page 214

(iv) Continuation of medical, dental and vision benefits coverage for a period of 2 years, with a portion of the costs of the benefits paid by the
executive officer.
(v) A "Gross Up Payment" is made if it is determined that any Section 280G parachute payments provided by the Company to or, on behalf of, an
eligible executive would be subject to the excise tax imposed by Code Section 4999. The Gross-Up Payment is an amount so that after payment
of all taxes, the eligible executive retains an amount equal to the Excise Tax imposed by Code Section 4999. Executives are eligible for this
benefit regardless of whether their employment is terminated following a change-in-control.
As a condition to receiving severance benefits under the Policy, all employees are required to release First Data and its employees from all claims they
may have against them and agree to a number of restrictive covenants which are structured to protect First Data from potential loss of customers or employees
and to prohibit the release of confidential company information.
During 2008, Ms. Patmore became entitled to severance benefits under this policy. The amount and nature of these benefits are described in the
compensation tables and footnotes.
OTHER BENEFIT PLANS
All executive officers are also eligible to participate in the employee benefit plans and programs generally available to First Data's employees, including
participation in First Data's matching gift program and coverage under First Data's medical, dental, life and disability insurance plans.
TAX AND ACCOUNTING CONSIDERATIONS
During 2008, 162(m) limitations on tax deductibility of compensation did not apply to First Data as the Company's common stock is not registered or
publicly traded. The Committee has not considered 162(m) deductibility limitations in the planning of 2009 compensation since they do not apply.
DIRECTOR COMPENSATION
Name
Fees Earned or
Paid in
Cash ($)
Stock
Awards
($)
Option
Awards ($)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension Value
and
Non-Qualified
Deferred
Compensation
Earnings ($)
All Other
Compensation
($) Total ($)
James R. Fisher 40,000 0 0 0 0 0 40,000
Scott C. Nuttall 40,000 0 0 0 0 0 40,000
Tagar C. Olson 40,000 0 0 0 0 0 40,000
All Directors earn an annual cash retainer of $40,000 per year. Effective July 1, 2008, Directors were eligible to defer up to 100% of their retainer in the
First Data Holdings Inc. 2008 Non-Employee Director Deferred Compensation Plan. All Directors elected to defer 100% of their retainer earned after July 1,
2008. Deferrals in the Non-Employee Director Deferred Compensation Plan track the value of shares of First Data Holdings, Inc. and are payable to
participants only upon Separation of Service or Death.
Reimbursements
Directors are reimbursed for their expenses incurred in attending Board, committee and shareholder meetings, including those for travel, meals and
lodging. Directors are also reimbursed for their expenses incurred in attending director education programs.
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