First Data 2011 Annual Report Download - page 156

Union Equity Awards became fully vested on September 24, 2007. All Holdings equity awards were granted under the 2007 Stock Incentive Plan for Key Employees of First Data
Corporation and its Affiliates.
(2) Grants reflected in this column are grants of Stock Options made under the 2007 Stock Incentive Plan for Key Employees of First Data Corporation and its Affiliates. For Messrs. Judge,
Winborne, Labry, Kern and Elkins, the performance option grants (noted as "*") vests contingent upon attainment of EBITDA thresholds in any fiscal year through 2013 as follows, 25%
if $2.8 billion is attained, 75% if $3.1 billion is attained and 100% if $3.4 billion is attained. All other option grants listed time-vest in equal annual installments 20% each years over a
five year period. Also, on May 19, 2010, the strike price on all time-vested options granted to Mr. Labry, Mr. Kern and Mr. Elkins in 2008 was modified from $5.00 to $3.00. March
2011 stock options award vesting terms are described in footnote 3 of the Grants of Plan-Based Awards Table.
(3) All grants reflected in this column are awards of Restricted Stock made under the 2007 Stock Incentive Plan for Key Employees of First Data Corporation and its Affiliates. All
restricted shares granted in 2010 vest only upon the lapse of transfer restrictions under the 2007 Equity Plan. March 2011 Restricted Stock Award vesting terms are described in
footnote 2 of the Grants of Plan-Based Awards Table. Market value of the shares is based on the per share price as of December 31, 2011, as determined by the Board of Directors for
purposes of the 2007 Stock Incentive Plan for Key Employees of First Data Corporation and its Affiliates.
OPTION EXERCISES AND STOCK VESTED
Option Awards Stock Awards
Name Company
Number of Shares
Acquired on
Exercise (#)
Value Realized on
Exercise ($) (1)
Number of
Shares Acquired
on Vesting (#)
Value Realized
on Vesting ($)
Kevin Schultz (1) Holdings 0 0 30,000 90,000
(1) Table reflects pro rata vesting of Restricted Stock Units held by Mr. Schultz. Vesting of these units was triggered by his
involuntary departure Not for Cause, per the terms of the award under the 2007 Stock Incentive Plan for Key Employees of First
Data Corporation and its Affiliates. No other Named Executives exercised options or had vesting restrictions lapse on stock
awards.
PENSION BENEFITS
During 2011, no executive officers participated in either a qualified or non qualified defined benefit plan sponsored by FDC.
NON QUALIFIED DEFERRED COMPENSATION
During 2011, no executive officers participated in a non qualified deferred compensation plan sponsored by FDC.
SEVERANCE BENEFITS (1)
Name
Cash
Payments
($) (2)
Health &
Welfare
Benefits
($) (3)
Financial
Planning
($) (4)
Unvested
Stock
Options
($) (5)
Unvested
Restricted
Stock
($) (6)
Estimated
280G Tax
Gross Up
($) Total ($)
Jonathan J. Judge 7,500,000 21,085 40,000 0 31,250 0 7,592,335
Ray E. Winborne 2,400,000 21,754 20,000 0 60,000 0 2,501,754
Edward A. Labry III 4,500,000 20,748 20,000 0 3,825,000 0 8,365,748
John Elkins 2,300,000 14,158 20,000 0 60,000 0 2,394,158
Kevin Kern 2,300,000 14,357 20,000 0 365,625 0 2,699,982
(1) Benefits are determined based on an assumed termination date of December 31, 2011 and the terms of the FDC Severance/
Change in Control Policy, effective September 24, 2007 and amended in 2008. Executive officers are eligible to receive
benefits under this plan following three months of service and in the event of an involuntary termination Not for Cause, Death or
Disability, or in the event of a voluntary termination for Good Reason.
(2) Represents two times the sum of each executive's base salary and target bonus as of December 31, 2011.
(3) Represents the company-paid portion of Medical, Dental and Vision benefits for each executive for a period of two years.
(4) Represents the cash value of the financial planning benefit for each executive for a period of two years.
(5) Stock Option vesting is not accelerated under any of the severance scenarios.
(6) The terms of the Restricted Stock Awards issued during 2010 to Messrs. Labry and Kern provide that the entire award shall vest
following a severance-eligible departure from the Company. The terms of the Restricted Stock Awards issued during 2011 to
all Named Officers provide that the award will vest based on number of months completed since grant divided by 36 months
following a severance-eligible departure from the Company.
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