First Data 2009 Annual Report Download - page 271

(ii) With respect to Option Stock, the Company may purchase, on one occasion, all or any portion of the shares of
Option Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to the lesser of (x)
Base Price (or other applicable price paid by such Management Stockholder Entities for such Stock) and (y) the Fair Market Value
on the Repurchase Calculation Date; and
(iii) With respect to all Options, all outstanding Options, whether vested or unvested, shall be automatically terminated
without any payment in respect thereof upon the occurrence of the Section 6(c) Call Event.
(d) Call Notice. The Company shall have a period (the “Call Period”) of one hundred eighty (180) days from the date of
any Call Event (or, if later, with respect to a Section 6(a) Call Event, the date after discovery of, and the applicable cure period for,
an impermissible transfer constituting a Section 6(a) Call Event) in which to give notice in writing to the Management Stockholder
of its election to exercise its rights and obligations pursuant to this Section 6 (“Repurchase Notice”). The completion of the
purchases pursuant to the foregoing shall take place at the principal office of the Company no later than the fifteenth business day
after the giving of the Repurchase Notice. The applicable Repurchase Price (including any payment with respect to the Options as
described in this Section 6) shall be paid by delivery to the applicable Management Stockholder Entities of a certified bank check
or checks in the appropriate amount payable to the order of each of the applicable Management Stockholder Entities (or by wire
transfer of immediately available funds, if the Management Stockholder Entities provide to the Company wire transfer instructions)
against delivery of certificates or other instruments representing the Stock so purchased and appropriate documents canceling the
Options so terminated, appropriately endorsed or executed by the applicable Management Stockholder Entities or any duly
authorized representative. Notwithstanding the foregoing, in the event the Fair Market Value is below $5 on the date of any Call
Event, the Call Period shall begin on the date of the Call Event and shall extend until one hundred eighty (180) days following the
first date after the Call Event on which the Fair Market Value is at least $5.
(e) Use of Note to Satisfy Call Payment. Notwithstanding any other provision of this Section 6 to the contrary, if there
exists and is continuing any Event, the Company will, to the extent it has exercised its rights to purchase Stock or Options pursuant
to this Section 6, in order to complete the purchase of any Stock or Options pursuant to this Section 6, deliver to the applicable
Management Stockholder Entities (i) a cash payment for any amounts payable pursuant to this Section 6 that would not cause an
Event and (ii) a note having the same terms as that provided in Section 5(c) above with a principal amount equal to the amount
payable but not paid in cash pursuant to this Section 6 due to the Event. Notwithstanding the foregoing, if an Event exists and is
continuing for ninety (90) days from the date of the Section 6(b) Call Event, the Management Stockholder Entities shall be
permitted by written notice to cause the Company to rescind any Repurchase Notice with respect to that portion of the Stock and
Options repurchased by the Company from the Management Stockholder Entities pursuant to this Section 6 with the note described
in the foregoing sentence; provided that, upon such rescission, such repurchase shall be immediately rescinded and such note shall
be immediately canceled without any action on the part of the Company or the Management Stockholder Entities and,
notwithstanding anything herein or in such note to the contrary, the Company shall have no obligation to pay any amounts of
principal or interest thereunder.
(f) Effect of Change in Control. Notwithstanding anything in this Agreement to the contrary, except for any payment
obligation of the Company which has arisen prior to the occurrence of a Change in Control, this Section 6 shall terminate and be of
no further force or effect upon the occurrence of such Change in Control.
7 Adjustment of Repurchase Price; Definitions.
(a) Adjustment of Repurchase Price. In determining the applicable repurchase price of the Stock and Options, as provided
for in Sections 5 and 6 above, appropriate adjustments shall be made for any stock dividends, splits, combinations, recapitalizations
or any other adjustment in the number of outstanding shares of Stock in order to maintain, as nearly as practicable, the intended
operation of the provisions of Sections 5 and 6.
(b) Definitions. All capitalized terms used in this Agreement and not defined herein shall have such meaning as such terms
are defined in the Option Plan. Terms used herein and as listed below shall be defined as follows:
“Act” shall have the meaning set forth in Section 2(a)(i) hereof.