First Data 2009 Annual Report Download - page 211

(2) Grants reflected in this column are grants of Restricted Stock made under the 2007 Stock Incentive Plan for
Key Employees of First Data Corporation and its Affiliates. All restricted shares granted to Mr. Schultz vest
on September 21, 2014.
(3) Grants reflected in this column are grants of Stock Options made under the 2007 Stock Incentive Plan for
Key Employees of First Data Corporation and its Affiliates. With the exception of Mr. Schultz’ grant, all
option grants listed above were granted on a proportional basis to the number of shares purchased by each
executive officer and all options vest 20% per year on September 23 of each year from 2010 to 2014. The
first two grants listed for Mr. Schultz vest 20% per year on September 21 of each year from 2010 to 2014.
The second two grants are subject to performance-based vesting. These performance-vested options vest on
a calendar year basis in equal increments (20% per year from 2009 to 2013) following each year in which
Board-established EBITDA targets are met. If the EBITDA target is not met in a given year, the options
which did not vest may become vested following any subsequent year in which the cumulative EBITDA
target for the years 2009 through that year has been attained.
(4) Grant Date Fair Value for restricted stock and options is based on their valuation for financial reporting
purposes at the time of grant.
Letter Agreement with Mr. Capellas
On September 24, 2007, the Company assumed a letter agreement, dated as of June 27, 2007, between
Michael Capellas and New Omaha Holdings, L.P. (the “Letter Agreement”). Pursuant to the Letter Agreement,
Mr. Capellas became Chairman and Chief Executive Officer of the Company upon the completion of the
merger. Under the terms of the Letter Agreement, Mr. Capellas has an annual base salary of $1,200,000 and is
eligible to earn a performance-based annual bonus with a target amount of 150% of his base salary. Similar to the
arrangements with other executives of the Company, upon termination of Mr. Capellas’ employment by the
Company without “cause” or by Mr. Capellas as a result of “good reason”, Mr. Capellas will be entitled to a
payment of two times the sum of his base salary and his target annual bonus. For Mr. Capellas, this amount will
be reduced on a dollar for dollar basis by the amount of gain realized by him on his equity investment in
Holdings.
Employment Agreement with Mr. Labry
In connection with the Company’s merger with Concord EFS, Inc., on April 1, 2003 an employment
agreement was entered into with Edward A. Labry III, President of Retail and Alliance Services. The agreement
provided that the Company would employ Mr. Labry for a base salary of $750,000 per year and that he may be
eligible for additional compensation under certain Company plans or arrangements. Under the agreement,
Mr. Labry agreed not to compete with the Company, or solicit any employees or customers of the Company,
during his employment with the Company and twelve months thereafter. The initial employment period was
February 26, 2004 through February 26, 2006. However, the agreement automatically extends for additional
thirty (30) day periods unless either party gives notice to the other party fifteen (15) days before the end of an
employment period. As of the date hereof, neither party has provided notice to terminate the agreement.
Equity Awards
All stock options granted in 2009 were granted under the 2007 Incentive Plan for Key Employees of First
Data Corporation and its Affiliates (“2007 Equity Plan”). The grant price was determined at the time of grant by
the Board, pursuant to their authority under the plan, to be $3. The only exception to this is the premium priced
options which were granted to Mr. Schultz at $5.
The restricted stock award and options granted to Mr. Schultz upon his hiring was made under the 2007
Equity Plan. Shares of restricted stock may not be sold or otherwise transferred prior to the lapse of the
restrictions. Vesting schedules for the restricted stock and options granted to Mr. Schultz are described in the
above footnote.
211