First Data 2012 Annual Report Download - page 141

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.
The FDC Corporation Severance/Change in Control 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) For executive officers appointed prior to May 1, 2011, or having 5 years or more service in such a position: total cash
payments equal to the executive officer’ s base pay plus target bonus multiplied by 2.
For executive officers appointed on or after May 1, 2011 and having 2 to 5 years of service in such a position: total cash
payments equal to the executive officer’ s base pay plus target bonus multiplied by 1.5.
For executive officers appointed on or after May 1, 2011 and having less than 2 years of service in such a position: total
cash payments equal to the executive officer’ s base pay for one year.
(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 severance period.
(iv) Continuation of medical, dental and vision benefits coverage for the severance period, 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/ TRANSITION AND TERMINATION AGREEMENTS WITH FDC EXECUTIVES
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etention and Transition Agreement with Mr. Judge
Holdings and the Company entered into a Retention and Transition Agreement (the “Agreement”) with Mr. Judge on
January 9, 2013 and a copy of this Agreement, in its entirety, was included in the Current Report Form 8-K. Under the terms of the
Agreement, Mr. Judge’ s current compensatory arrangement continued until January 31, 2013 (the “Effective Date”). Thereafter,
subject to the conditions outlined in the Agreement, the Company agrees to provide to Executive the following payments and
benefits: (i) Executive will receive salary continuation for a period of 24 months, with the sum total of payments equal to 2 times his
base pay plus target bonus; (ii) insurance coverage in accordance with COBRA paid for by the Company and Company-funded health
insurance until age 65 following the COBRA period; (iii) continued vesting
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