First Data 2009 Annual Report Download - page 278

10 Additional Rights of Management Stockholders. Notwithstanding anything herein to the contrary, in the event that the
Company receives notice of any event giving rise to piggyback registration rights of Senior Management Stockholders in Section 9
hereof, the Board shall promptly (and in event within such period of time to allow the Management Stockholder to exercise such
right, if applicable) after being informed of such notice consult with the Chief Executive Officer and the Chief Financial Officer of
the Company to determine whether and to what extent any such rights shall be granted to the Management Stockholder and the Other
Management Stockholders who are not Senior Management Stockholders. Any such grant shall be effective upon, and to the extent
set forth in, any applicable resolution passed by the Board, and the Company shall give prompt notice to the Management Stockholder
and the Other Management Stockholders of the adoption thereof.
11 Rights to Negotiate Repurchase Price. Nothing in this Agreement shall be deemed to restrict or prohibit the Company
from purchasing, redeeming or otherwise acquiring for value shares of Stock or Options from the Management Stockholder, at any
time, upon such terms and conditions, and for such price, as may be mutually agreed upon in writing between the Parties, whether or
not at the time of such purchase, redemption or acquisition circumstances exist which specifically grant the Company the right to
purchase, or the Management Stockholder the right to sell, shares of Stock or any Options under the terms of this Agreement;
provided that no such purchase, redemption or acquisition shall be consummated, and no agreement with respect to any such
purchase, redemption or acquisition shall be entered into, without the prior approval of the Board.
12 Notice of Change of Beneficiary. Immediately prior to any transfer of Stock to a Management Stockholder’s Trust, the
Management Stockholder shall provide the Company with a copy of the instruments creating the Management Stockholder’s Trust
and with the identity of the beneficiaries of the Management Stockholder’s Trust. The Management Stockholder shall notify the
Company as soon as practicable prior to any change in the identity of any beneficiary of the Management Stockholder’s Trust.
13 Recapitalizations, etc. The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the
Stock or the Options, to any and all shares of capital stock of the Company or any capital stock, partnership units or any other security
evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets or
otherwise) which may be issued in respect of, in exchange for, or substitution of the Stock or the Options by reason of any stock
dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation or otherwise.
14 Management Stockholder’s Employment by the Company. Nothing contained in this Agreement (a) obligates the
Company or any subsidiary of the Company to employ the Management Stockholder in any capacity whatsoever or (b) prohibits or
restricts the Company (or any such subsidiary) from terminating the employment of the Management Stockholder at any time or for
any reason whatsoever, with or without Cause, and the Management Stockholder hereby acknowledges and agrees that neither the
Company nor any other Person has made any representations or promises whatsoever to the Management Stockholder concerning the
Management Stockholder’s employment or continued employment by the Company or any subsidiary of the Company.
15 Binding Effect. The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto
and their respective heirs, legal representatives, successors and assigns. In the case of a transferee permitted under Section 2(a) or
Section 3(a) (other than clauses (iii) or (iv) thereof) hereof, such transferee shall be deemed the Management Stockholder hereunder;
provided, however, that no transferee (including without limitation, transferees referred to in Section 2(a) or Section 3(a) hereof) shall
derive any rights under this Agreement unless and until such transferee has delivered to the Company a valid undertaking and
becomes bound by the terms of this Agreement. No provision of this Agreement is intended to or shall confer upon any Person other
than the Parties any rights or remedies hereunder or with respect hereto.
16 Amendment. This Agreement may be amended by the Company at any time with the consent of the majority of the
Management Stockholders on the Executive Committee of the Company (which shall be comprised of the Chief Executive Officer
and his direct reports), which consent shall not be unreasonably withheld; provided that any amendment (i) that materially
disadvantages the Management Stockholder shall not be effective unless and until the Management Stockholder has consented thereto
in writing and (ii) that disadvantages a class of stockholders in more than a de minimis way but less than a material way shall require
the consent of a majority of the equity interests held by such affected class of stockholders.
17 Closing. Except as otherwise provided herein, the closing of each purchase and sale of shares of Stock pursuant to this
Agreement shall take place at the principal office of the Company on the tenth business day following delivery of the notice by either
Party to the other of its exercise of the right to purchase or sell such Stock hereunder.
18 Applicable Law; Jurisdiction; Arbitration; Legal Fees.
(a) The laws of the State of Delaware applicable to contracts executed and to be performed entirely in such state shall
govern the interpretation, validity and performance of the terms of this Agreement.