First Data 2011 Annual Report Download - page 150

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.
Pursuant to the terms of the Employment Agreement, Mr. Judge is subject to covenants not to: (i) disparage FDC or interfere
with existing or prospective business relationships, (ii) disclose confidential information, (iii) solicit certain employees of FDC and
(iv) compete. In the event of an alleged material breach of the covenant not to solicit certain employees of FDC and not to compete,
any unpaid severance amounts will be suspended until a final determination has been made that Mr. Judge has in fact materially
breached such covenants at which time the right to any further payment is forfeited.
In addition, pursuant to the terms of the Employment Agreement, FDC agrees that during the term of the Employment
Agreement and for a period of two years thereafter, FDC will continue for Mr. Judge's benefit the tax-gross up provided under the
First Data Severance/Change in Control Policy as in effect as of the date of the Employment Agreement.
Employment Agreement with Mr. Labry
In connection with the Company's merger with Concord EFS, Inc., on April 1, 2003 an employment agreement was entered into
with Edward A. Labry III, President, First Data — North America. The agreement provided Mr. Labry's compensation for the initial
employment period and that he may be eligible for additional compensation under certain Company plans or arrangements. Under the
agreement, Mr. Labry agreed not to compete with the Company, or solicit any employees or customers of the Company, during his
employment with the Company and twelve months thereafter. The initial employment period was February 26, 2004 through
February 26, 2006. However, the agreement automatically extends for additional thirty (30) day periods unless either party gives
notice to the other party fifteen (15) days before the end of an employment period. As of the date hereof, neither party has provided
notice to terminate the agreement.
TAX AND ACCOUNTING CONSIDERATIONS
During 2011, Internal Revenue Code Section 162(m) limitations on tax deductibility of compensation did not apply to FDC as
the Company's common stock is not registered or publicly traded. The Committee has not considered Internal Revenue Code
Section 162(m) deductibility limitations in the planning of 2011 compensation since they do not apply.
DIRECTOR COMPENSATION
Name
Fees Earned o
r
Paid in
Cash ($)
Stock
Awards
($)
Option
Awards ($)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension Value
and
Non-Qualified
Deferred
Compensation
Earnings ($)
All Other
Compensation
($) Total ($)
James R. Fisher 40,000 0 0 0 0 0 40,000
Joe W. Forehand (1) 800,000 0 0 760,000 0 0 1,560,000
Henry R. Kravis 40,000 0 0 0 0 0 40,000
Scott C. Nuttall 40,000 0 0 0 0 0 40,000
Tagar C. Olson 40,000 0 0 0 0 0 40,000
FDC Directors do not receive compensation. However, all of the Directors of FDC are also Directors of FDC's parent company,
Holdings. The Board of Directors of Holdings has approved an annual cash retainer for each non-employee director of Holdings, other
than Mr. Forehand, of $40,000 per year.
All Directors other than Mr. Forehand are eligible to defer up to 100% of their retainer in the First Data Holdings Inc. 2008
Non-Employee Director Deferred Compensation Plan and each such Director elected to defer 100% of their retainer earned in 2011.
Deferrals in the Non-Employee Director Deferred Compensation Plan track the value of shares of Holdings and are payable to
participants only upon Separation of Service or Death. Mr. Forehand deferred his compensation as a non-employee director of
Holdings and participated in the 2008 Non-Employee Director Deferred Compensation Plan through March 31, 2010.
(1) Mr. Forehand received a non-executive Chairman compensation package from Holdings consisting of $800,000 per year
payable in monthly installments and an annual bonus determined at the discretion of the Holdings Committee, with a target
amount of $800,000. Based on the 95% company performance factor in 2011, his 2011 bonus was $760,000.
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