First Data 2008 Annual Report Download - page 238

6. PARTICIPATION IN THE PLAN. Eligible executive officers of the Company may become Participants in accordance with the terms of the Plan at any
time during a Measurement Period. If an executive officer becomes a Participant at any time other than as of the commencement of a Measurement Period, the
Corporate Performance Measures, the Division or Business Unit Performance Measures (if established by the Committee), and the Target Incentive Level for
the Participant shall be established by the Committee.
7. TERMINATION OF EMPLOYMENT. Unless otherwise determined by the Committee, a Participant whose employment in his current position with the
Company terminates for any reason prior to the end of a Measurement Period shall not be entitled to receive an Incentive Award for such Measurement
Period.
8. DEFERRAL OF INCENTIVE AWARDS. A Participant may elect to defer receipt of all or any portion of any Incentive Award made under this Plan to a
future date as provided in and subject to the terms and conditions of any deferred compensation plan of the Company.
9. MISCELLANEOUS.
9.1 NONTRANSFERABILITY. No Incentive Award payable hereunder, nor any right to receive any future Incentive Award hereunder, may be assigned,
alienated, sold, transferred, anticipated, pledged, encumbered, or subjected to any charge or legal process, and if any such attempt is made, or a person eligible
for any Incentive Award hereunder becomes bankrupt, the Incentive Award under the Plan which would otherwise be payable with respect to such person
may be terminated by the Committee which, in its sole discretion, may cause the same to be held or applied for the benefit of one or more of the dependents of
such person or make any other disposition of such award that it deems appropriate.
9.2 CLAIM TO INCENTIVE AWARDS AND EMPLOYMENT RIGHTS. Nothing in this Plan shall require the Company to segregate or set aside any funds
or other property for purposes of paying all or any portion of an Incentive Award hereunder. No Participant shall have any right, title or interest in or to any
Incentive Award hereunder prior to the actual payment thereof, nor to any property of the Company. Neither the adoption of the Plan nor the continued
operation thereof shall confer upon any employee any right to continue in the employ of the Company or shall in any way affect the right and power of the
Company to dismiss or otherwise terminate the employment of either Participant at any time for any reason, with or without cause.
9.3 INCOME TAX WITHHOLDING/RIGHTS OF OFFSET. The Company shall have the right to deduct and withhold from all Incentive Awards all federal,
state and local taxes as may be required by law. In addition to the foregoing, the Company shall have the right to set off against the amount of any Incentive
Award which would otherwise be payable hereunder, the amount of any debt, judgment, claim, expense or other obligation owed at such time by the
Participant to the Company or any subsidiary.
9.4 GOVERNING LAW. All questions pertaining to the construction, validity and effect of the Plan shall be determined in accordance with the laws of the
State of Delaware. This Plan is intended to comply with the short-term deferral provisions of Internal Revenue Code Section 409A and related regulations and
shall be interpreted consistent therewith.
10. AMENDMENT AND TERMINATION. The Plan may be amended or terminated at any time and for any reason by the Committee. The Committee may,
in its sole discretion, reduce or eliminate an Incentive Award to any Participant at any time and for any reason. The Plan is specifically designed to guide the
Company in granting Incentive Awards and shall not create any contractual right of any employee to any Incentive Award prior to the payment of such award.
11. EFFECTIVE DATE. The Plan shall not become effective unless and until it is approved by the Company's shareholders, and upon such approval shall
become effective for the Plan Year in which such approval occurs and each subsequent Plan Year.
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