First Data 2009 Annual Report Download - page 214

NONQUALIFIED DEFERRED COMPENSATION
During 2009, no executive officers participated in a nonqualified deferred compensation plan.
SEVERANCE BENEFITS (1)
Name
Cash
Payments
($) (2)
Health &
Welfare
Benefits
($) (3)
Financial
Planning
($) (4)
Unvested
Stock
Options
($) (5)
Unvested
Restricted
Stock
($) (6)
Estimated
280G Tax
Gross-Up
($) Total ($)
Michael D. Capellas (7) ........ 6,000,000 16,036 40,000 0 0 0 6,056,036
W. Patrick Shannon ............ 3,150,000 21,922 20,000 0 0 0 3,191,922
Philip M. Wall ................ 2,528,000 21,738 20,000 0 0 0 2,569,738
Thomas R. Bell ............... 2,600,000 23,263 20,000 0 0 0 2,643,263
Edward A. Labry III ........... 3,375,000 23,096 20,000 0 0 0 3,418,096
Kevin J. Schultz ............... 2,700,000 23,307 20,000 0 0 0 2,743,307
Grace Chen Trent ............. 1,600,000 14,291 20,000 0 0 0 1,634,291
(1) Benefits are determined based on an assumed termination date of December 31, 2009 and the terms of the
FDC Severance/Change in Control Policy, effective September 24, 2007. Executive officers are eligible to
receive benefits under this plan following 3 months of service and in the event of an involuntary termination
not for Cause, Death or Disability or a voluntary termination for Good Reason.
(2) Represents two times the sum of each executive’s base salary and target bonus as of December 31, 2009.
(3) Represents the company-paid portion of Medical, Dental and Vision benefits for each executive for a period
of two years.
(4) Represents the cash value of the financial planning benefit for each executive for a period of two years.
(5) Stock Option vesting is not accelerated under any of the severance scenarios.
(6) A pro-rata portion of Restricted Stock Units issued to Mr. Schultz would become vested if he were
terminated due to a severance qualifying event. However, under terms of his grant, no shares would vest
based on a termination date of December 31, 2009.
(7) Per the terms of his employment agreement, Mr. Capellas’ cash severance payments are to be reduced by
any equity gains realized on either purchased or granted equity.
Executive officers participate in the FDC Corporation Severance/Change in Control Policy (the “Policy”),
which was most recently restated in 2007 and further amended in 2008 to incorporate legislative changes under
Code Section 409A. The Policy provides for the payment of benefits to executive officers upon severance from
FDC and/or upon a change of control.
The Policy is intended to promote uniform treatment of senior executives who are involuntarily terminated
other than for cause or who voluntarily leave the Company for good reason as defined under the 2007 Incentive
Plan for Key Employees of First Data Corporation and its Affiliates. Under the Policy, no benefits are provided
based solely on a Change-in-Control. The Policy provides for payment of the following severance benefits:
1. A cash payment equal to the executive officer’s base pay plus target bonus multiplied by 2.
2. A cash payment equal to the executive officer’s prorated bonus target for the year of termination.
3. A cash payment equal to the financial planning benefits to which the executive officer would have been
entitled to during the two years following termination.
4. Continuation of medical, dental and vision benefits coverage for a period of 2 years, with a portion of
the cost of the benefits paid by the executive officer.
5. 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
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