First Data 2008 Annual Report Download - page 236

Exhibit 10.14
FIRST DATA CORPORATION
SENIOR EXECUTIVE INCENTIVE PLAN
(As Amended and Restated Effective January 1, 2009)
1. PURPOSE OF THE PLAN. The First Data Corporation Senior Executive Incentive Plan (the "Plan") is hereby amended and restated effective January 1,
2009 by the Compensation and Benefits Committee of the Board of Directors of First Data Corporation (the "Company"). The Plan is designed to encourage
teamwork and individual performance by providing annual incentive compensation contingent upon the achievement of specified financial performance
measures, to advance the interests of the Company by attracting and retaining key executives, and to reward contributions made by the Company's Chief
Executive Officer and other senior executive officers in optimizing long-term value to the Company's shareholders by connecting a portion of each such
executive's total potential cash compensation to the attainment of objective company financial goals.
2. DEFINITIONS. For purposes of this Plan, the following terms shall have the meanings set forth below:
2.1 "Committee" means the Compensation and Benefits Committee of the Company's Board of Directors, or any successor thereto or delegate thereof with the
authority to act on behalf of the Committee with respect to this Plan.
2.2 "Corporate Performance Measures" means specified levels of earnings per share, the attainment of a specified price of the Company's common stock,
specified EBITDA Target, operating profit, return to stockholders (including dividends), return on equity, earnings, revenues, market share, cash flow, cost
reduction goals, economic value added, corporate objectives, or any combination of the foregoing, as selected by the Committee for a specified performance
or Measurement Period for purposes of this Plan, and as such measures may be adjusted for major nonrecurring and non-operating expense and income items,
as determined by the Company and as acceptable to the Committee in its sole discretion, based on the facts and circumstances involved, as determined
pursuant to generally accepted accounting principles, and as consistently applied by the Committee.
2.3 "Division or Business Unit Performance Measures" mean specified levels of revenue, operating profit, market share, pretax return on total capital, cost
reduction goals, economic value added, division or business unit objectives or any combination of the foregoing, as selected by the Committee for a specified
performance or measurement period for purposes of this Plan, and as such measures may be adjusted for major nonrecurring and non-operating expense and
income items, as determined by the Company and as acceptable to the Committee in its sole discretion, based on the facts and circumstances involved, as
determined pursuant to generally accepted accounting principles, and as consistently applied by the Committee.
2.4 "EBITDA Target" means specified levels of Company earnings before interest, taxes, depreciation, and amortization, and as may be adjusted for
nonrecurring and non-operating expense and income items or as otherwise determined by the Company in its sole discretion. The Company has sole and
absolute discretion to calculate the EBITDA Target for purposes of the Plan for any given Measurement Period, and its determinations shall be final and
binding on all parties.
2.5 "Incentive Award" means an incentive compensation award paid to a Participant pursuant to the Plan.
2.6 "Individual Performance Measures" means the individual performance of a Participant achieved for the applicable Measurement Period, as determined by
the Committee in its sole discretion.
2.7 "Measurement Period" means the Plan Year or such other period as may be established from time to time by the Company.
2.8 "Participant" means the Company's Chief Executive Officer and any executive officer of the Company who reports directly to the Company's Chief
Executive Officer and who is identified as eligible to participate in this Plan for a given Measurement Period by the Committee or who is hired, transferred, or
promoted to an eligible position during a Measurement Period and is identified as eligible to participate in the Plan by the Committee.