First Data 2008 Annual Report Download - page 237

2.9 "Plan Year" means a period of one year, commencing each January 1 and ending on the following December 31, or such other twelve consecutive month
period as may be established from time to time by the Company.
3. ESTABLISHMENT OF PERFORMANCE MEASURES AND DETERMINATION OF INCENTIVE AWARDS.
3.1 The payment of Incentive Awards to Participants under the Plan shall be determined by the extent to which the selected Corporate Performance Measures
and, if appropriate in the Committee's discretion, the selected Division or Business Unit Performance Measures and Individual Performance Measures have
been attained in relation to a target incentive level (the "Target Incentive Level") established for each Participant for each Measurement Period. No later than
90 days after the beginning of any Measurement Period, the Committee shall (a) select and publish Corporate Performance Measures and, if appropriate in its
discretion, Division or Business Unit Performance Measures to be applied for such Measurement Period, (b) select and publish the Target Incentive Level
expressed as a dollar amount of incentive compensation for each Participant for such Measurement Period, and (c) specify the percentage of such Target
Incentive Level that shall be payable as a result of the attainment of the Corporate Performance Measures and, if applicable, the Division or Business Unit
Performance Measures. The Committee may establish threshold performance levels which must be achieved at the corporate level and the division/business
unit level (if applicable) before any Incentive Award shall be payable under this Plan.
3.2 As soon as practicable following the end of each Measurement Period, the Committee shall determine the degree to which the Corporate Performance
Measures and the Division or Business Unit Performance Measures and Individual Performance Measures (if applicable) have been met for such
Measurement Period in relation to the applicable Target Incentive Levels for purposes of determining the amounts of any Incentive Awards payable under the
Plan. If the applicable measures are satisfied at or above any threshold performance levels established by the Committee, the Committee shall so certify in a
written statement and shall authorize the payment of Incentive Awards in accordance with the terms of the Plan; provided, however, that notwithstanding the
foregoing, the Committee shall have the sole and absolute discretion to reduce or increase the amount of any Incentive Award otherwise payable under the
Plan or to determine that no Incentive Award shall be payable to a Participant under the Plan. Under no circumstances shall any Incentive Award be deemed
earned by or payable to a Participant under this Plan with respect to any Measurement Period unless and until the Committee both certifies the attainment of
all applicable Performance Measures and exercises its discretion to determine whether an Incentive Award shall be paid to each such individual Participant
with respect to such Measurement Period.
4. PAYMENT OF INCENTIVE AWARDS. Payment of Incentive Awards, less withholding taxes and other applicable withholdings, shall be made only to
otherwise eligible Participants who are employed on the last day of the Measurement Period. Payment of Incentive Awards under this Plan, if any, shall occur
as soon as administratively possible following the last day of the Measurement Period, but no later than 2 1/2months (3 months, with respect to Participants
who are not U.S. taxpayers) following the end of the Measurement Period, provided the Committee has certified that the applicable Performance Measures
have been satisfied and has determined the amount and approved the payment of the Incentive Award to the Participants. Funding of Incentive Awards under
this Plan shall be out of the general assets of the Company. Unless otherwise determined by the Committee in its discretion, Incentive Awards shall be paid in
cash.
5. ADMINISTRATION. The Plan shall be administered by the Committee, which shall have full power and authority to interpret, construe and administer the
Plan in accordance with the provisions set forth herein. The Committee's interpretation and construction of the Plan, and actions hereunder, or the amount or
recipient of the payments to be made from the Plan, shall be binding and conclusive on all persons for all purposes. In this connection, the Committee may
delegate to any corporation, committee or individual, regardless of whether the individual is an employee of the Company, the duty to act for the Committee
hereunder. No officer or employee of the Company shall be liable to any person for any action taken or omitted in connection with the interpretation and
administration of the Plan unless attributable to his or her own willful misconduct or lack of good faith. The expenses of administering the Plan shall be paid
by the Company and shall not be charged against the Plan.
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