First Data 2011 Annual Report Download - page 148

FDC does not currently offer defined benefit plans to new employees, nor does it offer non-qualified retirement plans to its
executive officers.
SEVERANCE AND CHANGE IN CONTROL AGREEMENTS
In general, FDC does not enter into employment agreements with employees, including the Company's executive officers,
except in the case of Mr. Judge and Mr. Labry. A description of these agreements, including the severance and Change-in-Control
provisions applicable to Mr. Judge, is provided below. All current executive officers serve at the will of the Board.
The Company believes that reasonable and appropriate severance and Change in Control benefits are necessary in order to be
competitive in the Company's executive attraction and retention efforts. The Company's severance benefits are equivalent to those
typically found in other companies and reflect the fact that it may be difficult for such executives to find comparable employment
within a short period of time. Information regarding applicable payments under such agreements for the named executive officers is
provided in the Severance Benefit table.
In September 2007, FDC restated the FDC Corporation 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 included in the Current Report on 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