First Data 2011 Annual Report Download - page 157

Executive officers participate in the FDC Corporation Severance/Change in Control Policy (the "Policy"), which was most
recently restated in 2007 and further amended in 2008 to incorporate legislative changes under Internal Revenue Code Section 409A.
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 Incentive Plan for Key Employees of First Data
Corporation and its Affiliates. Under the Policy, no benefits are provided based solely on a Change in Control. The Policy provides for
payment of the following severance benefits:
1. A cash payment equal to the executive officer's base pay plus target bonus multiplied by 2.
2. A cash payment equal to the executive officer's prorated bonus target for the year of termination.
3. 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.
4. Continuation of medical, dental and vision benefits coverage for a period of 2 years, with a portion of the cost of the
benefits paid by the executive officer.
5. 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 the triggering 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 prohibit the release of confidential company information.
The actual payments under the policy are contingent upon many factors as of the time benefits would be paid, including
elections by the executive and tax rates.
Compensation Committee Interlocks and Insider Participation
None of the Company's Governance, Compensation and Nominations Committee members have been an officer or employee of
the Company at any time. During 2011, the Company had no compensation committee interlocks.
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