First Data 2010 Annual Report Download - page 145

Table of Contents
In September 2007, FDC restated the FDC Severance/Change in Control Policy (the "Policy"). 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 Equity Plan. Under the Policy, no benefits are provided based solely on a Change in Control.
The Policy provides for payment of the following severance benefits:
(i) A cash payment equal to the executive officer's base pay plus target bonus multiplied by 2.
(ii) A cash payment equal to the executive officer's prorated bonus target for the year of termination.
(iii) 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.
(iv) Continuation of medical, dental and vision benefits coverage for a period of 2 years, with a portion of the costs of the benefits paid by the
executive officer.
(v) A "Gross Up Payment" is made if it is determined that any Internal Revenue Code 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 Internal Revenue Code Section 4999. The Gross-Up
Payment is an amount so that after payment of all taxes, the eligible executive retains an amount equal to the Excise Tax imposed by Internal
Revenue Code Section 4999. Executives are eligible for this benefit regardless of whether their employment is terminated following a Change in
Control.
As a condition to receiving severance benefits under the Policy, all employees are required to release FDC and its employees from all claims they may
have against them and agree to a number of restrictive covenants which are structured to protect FDC from potential loss of customers or employees and to
prohibit the release of confidential company information.
OTHER BENEFIT PLANS
All executive officers are also eligible to participate in the employee benefit plans and programs generally available to FDC's employees, including
participation in FDC's matching gift program and coverage under FDC's medical, dental, life and disability insurance plans.
EMPLOYMENT AGREEMENTS WITH FDC EXECUTIVES
Letter Agreement with Mr. Judge
First Data Corporation and Holdings have entered into an employment agreement with Mr. Judge effective as of October 1, 2010 (the
"Employment Agreement"). A copy of the Employment Agreement was filed on the Form 8-K filed on September 28, 2010. The Employment Agreement
provides for an initial five year term and automatic one-year extensions after such time unless terminated by either party with prior written notice.
Under the terms of the Employment Agreement, Mr. Judge was paid a signing bonus of $5,000,000 and will earn an annual base salary of
$1,500,000, which base salary may be increased but not decreased; receive a prorated guaranteed annual bonus for 2010 based on a full-year target annual
bonus of $2,250,000, provided that he is employed on the payment date; and thereafter be eligible to earn a performance based annual bonus in a target
amount equal to 150% of his then current base salary. Mr. Judge will be eligible to receive executive perquisites, fringe and other benefits consistent with
what is provided to other executive officers of FDC, reimbursement for relocation expenses and use of private aircraft. In addition, Mr. Judge will be eligible
to participate in FDC's 401(k), medical, dental, short and long-term disability, and life insurance plans.
Upon termination of Mr. Judge's employment by FDC without "Cause" (other than due to Death or Disability), by Mr. Judge for "Good Reason"
or due to FDC's non-renewal of the employment term, conditioned upon the execution and effectiveness of a release of claims against FDC and its affiliates
and in addition to certain accrued amounts, Mr. Judge will be entitled to (i) payment, in installments ratably over a 24 month period, of two times the sum of
his base salary and the average of his target annual bonus for the current and immediately preceding years (provided, that if Mr. Judge's employment is
terminated by him for "Good Reason" following a "change of control" within two years following such change of control, the payment will be made in a lump
sum cash payment), (ii) a monthly amount equal to the applicable COBRA premiums until the earlier of the end of the 24 month period or the date on which
Mr. Judge becomes eligible to receive comparable benefits from a subsequent employer for Mr. Judge and his eligible dependants, (iii) a pro rata portion of
the full annual bonus that would have otherwise been payable in respect of such year if he had remained employed through such year and (iv) a pro rata
amount of the cash value of the annual equity awards (as discussed below) that would otherwise have been granted to Mr. Judge for such year.
144