First Data 2009 Annual Report Download - page 265

Exhibit 10.10
FORM OF MANAGEMENT STOCKHOLDER’S AGREEMENT
(with amendments through January 1, 2010)
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of among New
Omaha Holdings Corporation, a Delaware corporation (the “Company”), New Omaha Holdings L.P., a Delaware limited partnership
(“Parent”), and the undersigned person (the “Management Stockholder”) (the Company, Parent and the Management Stockholder
being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in
Section 7(b) of this Agreement.
WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of April 1, 2007 by and among Parent, Omaha
Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and First Data
Corporation, as the same may be amended (the “Merger Agreement”), and subject to the terms and conditions set forth in the Merger
Agreement, Merger Sub merged on September 24, 2007 with and into First Data Corporation (the “Merger”), with First Data
Corporation surviving as a wholly owned subsidiary of the Company;
WHEREAS, in connection with the Merger, KKR 2006 Fund L.P. and its affiliated investment funds and certain other co-
investors (collectively, the “Investors”) contributed certain funds to Parent in exchange for limited partnership units of Parent;
WHEREAS, in connection with the Merger, the Management Stockholder has been selected (i) to exchange certain shares of
common stock of First Data Corporation owned immediately prior to the Effective Time for shares of Common Stock (“Rollover
Stock”) pursuant to the Exchange Agreement, dated as of the date hereof, entered into by and between the Company and the
Management Stockholder (the “Exchange Agreement”), (ii) to transfer to the Company cash in exchange for shares of Common Stock
(“Purchased Stock”) and/or (iii) to receive options to purchase shares of Common Stock (together with any other options the
Management Stockholder may otherwise be granted in the future, the “Options”) pursuant to the terms set forth below and the terms
of the 2007 Stock Incentive Plan for Key Employees of First Data Corporation and its Affiliates (the “Option Plan”) and the Stock
Option Agreement dated as of the date hereof, entered into by and between the Company and the Management Stockholder (together
with any other option agreements entered into by the Management Stockholder and the Company in the future, the “Stock Option
Agreements”); and
WHEREAS, this Agreement is one of several other agreements (“Other Management Stockholders Agreements”) which
concurrently with the execution hereof or in the future will be entered into between the Company and other individuals who are or
will be key employees of the Company or one of its subsidiaries (collectively, the “Other Management Stockholders”).
NOW THEREFORE, to implement the foregoing and in consideration of the mutual agreements contained herein, the
Parties agree as follows:
1 Issuance of Purchased Shares; New Options.
(a) Subject to the terms and conditions hereinafter set forth, the Management Stockholder hereby subscribes for and shall
purchase, as of the date hereof, and the Company shall issue and deliver to the Management Stockholder as of the date hereof, the
number of shares of Purchased Stock at a per share purchase price (the “Base Price”), in each case as set forth on Schedule I
hereto, which Base Price is equal to the effective per share purchase price paid (after taking into account certain equity placement
fees paid directly by Parent) by the Investors for the shares of the Company in connection with the Merger.
(b) Subject to the terms and conditions hereinafter set forth and in the Exchange Agreement, immediately prior to the
Effective Time, the Management Stockholder shall, if applicable, transfer to the Company the shares identified by such
Management Stockholder in the Exchange Agreement and immediately after the Effective Time the Management Stockholder will
receive the number of shares of Common Stock as set forth in the Exchange Agreement.
(c) Subject to the terms and conditions hereinafter set forth and as set forth in the Option Plan, as of the date hereof the
Company is granting to the Management Stockholder Options to acquire such number of shares of Common Stock, and at such
exercise prices, as set forth in such Management Stockholder’s Stock Option Agreement which the Parties shall execute and
deliver to each other copies of concurrently with the issuance of such Options.