First Data 2009 Annual Report Download - page 273

“Controlled by” means with respect to the relationship between or among two or more Persons, means the possession, directly
or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of
voting securities, by contract or otherwise, including the ownership, directly or indirectly, of securities having the power to elect a
majority of the board of directors or similar body governing the affairs of such Person.
“Coordination Committee” shall have the meaning set forth in the Partnership Agreement.
“Custody Agreement and Power of Attorney” shall have the meaning set forth in Section 9(e) hereof.
“DGCL” shall have the meaning set forth in Section 5(c) hereof.
“Disability” shall mean “Disability” as such term is defined in any employment agreement between the Management
Stockholder and the Company or any of its Subsidiaries, or, if there is no such employment agreement, shall mean “Disability” as
defined in the Option Agreement.
“Effective Time” shall have the meaning set forth in the Merger Agreement.
“Event” shall have the meaning set forth in Section 5(c) hereof.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended (or any successor section thereto).
“Exercisable Option Shares” shall mean the shares of Common Stock that, at the time that a Redemption Notice or Repurchase
Notice is delivered (as applicable), could be purchased by the Management Stockholder upon exercise of his or her outstanding and
exercisable Options.
“Fair Market Value” shall mean the fair market value of one share of Common Stock on any given date, as determined
reasonably and in good faith by the Board after consultation with an independent valuation expert, determined without regard to any
discount for minority interest and transfer restrictions imposed on the Common Stock of the Management Stockholder Entities;
provided that, in the event that the Board has not received an independent valuation of the Company in the six months prior to the
determination of Fair Market Value, the Management Stockholder shall have the right to demand that the Board receive such
independent valuation prior to the determination of Fair Market Value.
“Good Reason” shall have the meaning ascribed to it any employment agreement between the Management Stockholder and the
Company or any of its subsidiaries or Affiliates, or, if there is no such employment agreement, “Good Reason” shall mean (i) a
reduction in or demotion of the Management Stockholder’s base salary or the Management Stockholder’s annual incentive
compensation opportunity (other than a general reduction in base salary or annual incentive compensation opportunities that affects
all members of senior management of the Company and its subsidiaries equally); (ii) a relocation of Management Stockholder’s
primary workplace by more than fifty (50) miles from the current workplace; or (iii) a substantial reduction in or demotion of
Management Stockholder’s duties, responsibilities or title (other than a change in title that is the result of a broad restructuring of the
Company’s titling of officers); in each case other than any isolated, insubstantial and inadvertent failure by the Company that is not in
bad faith and is cured within ten (10) business days after the Management Stockholder gives the Company notice of such event;
provided that “Good Reason” shall cease to exist for an event on the 60th day following the later of its occurrence or the Management
Stockholder’s knowledge thereof, unless the Management Stockholder has given the Company written notice thereof prior to such
date.
“Group” shall mean “group,” as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act.
“Investors” shall have the meaning set forth in the second “whereas” paragraph.
“Management Stockholder” shall have the meaning set forth in the introductory paragraph.
“Management Stockholder Entities” shall mean the Management Stockholder’s Trust, the Management Stockholder and the
Management Stockholder’s Estate, collectively.
“Management Stockholder’s Estate” shall mean the conservators, guardians, executors, administrators, testamentary trustees,
legatees or beneficiaries of the Management Stockholder.