First Data 2012 Annual Report Download - page 167

Exhibit 10.16
MANAGEMENT STOCKHOLDER’S AGREEMENT
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of the date reflected on the associated Award
N
otice among First Data Holdings Inc., a Delaware corporation (the “Company”), New Omaha Holdings L.P., a Delaware limited
partnership (“Parent”), and the undersigned person (the “Management Stockholder”) (the Company, Parent and the Management
Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter
defined in Section 7(b) of this Agreement.
WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of April 1, 2007 by and among Parent, Omaha Acquisition
Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and First Data Corporation, as
the same may be amended (the “Merger Agreement”), and subject to the terms and conditions set forth in the Merger Agreement,
Merger Sub merged on September 24, 2007 with and into First Data Corporation (the “Merger”), with First Data Corporation
surviving as a wholly owned subsidiary of the Company;
WHEREAS, in connection with the Merger, KKR 2006 Fund L.P. and its affiliated investment funds and certain other co-
investors (collectively, the “Investors”) contributed certain funds to Parent in exchange for limited partnership units of Parent;
WHEREAS, in connection with the Merger, the Management Stockholder has been selected (i) to receive options to purchase
shares of Common Stock (together with any other options the Management Stockholder may otherwise be granted in the future, the
“Options”) pursuant to the terms set forth below and the terms of the 2007 Stock Incentive Plan for Key Employees of First Data
Corporation and its Affiliates (the “Option Plan”) and the Stock Option Agreement dated as of the date hereof, entered into by and
between the Company and the Management Stockholder (together with any other option agreements entered into by the Management
Stockholder and the Company in the future, the “Stock Option Agreements”) and/or (ii) receive Restricted Stock pursuant to the terms
set forth below (“Restricted Stock”), the terms of the “Option Plan” and the Restricted Stock Agreement dated as of the date hereof,
entered into by and between the Company and the Management Stockholder (together with any other Restricted Stock agreements
entered into by the Management Stockholder and the Company in the future, the “Restricted Stock Agreements”); and
WHEREAS, this Agreement is one of several other agreements (“Other Management Stockholders Agreements”) which
concurrently with the execution hereof or in the future will be entered into between the Company and other individuals who are or will
be key employees of the Company or one of its subsidiaries (collectively, the “Other Management Stockholders”).
NOW THEREFORE, to implement the foregoing and in consideration of the mutual agreements contained herein, the Parties
agree as follows:
1. New Options and Restricted Stock.
(a) Subject to the terms and conditions hereinafter set forth and as set forth in the Option Plan, as of the date
hereof the Company is granting to the Management Stockholder Options to acquire such number of shares of
Common Stock, and at such exercise prices, as set forth in such Management Stockholder’s Stock Option
Agreement which the Parties shall execute and deliver to each other copies of concurrently with the issuance
of such Options.
(b) Subject to the terms and conditions hereinafter set forth and as set forth in the Restricted Stock Agreement, as
of the date hereof the Company is granting to the Management Stockholder Restricted Stock as set forth in
such Management Stockholder’s Restricted Stock Agreement which the Parties shall execute and deliver to
each other copies of concurrently with the grant of such Restricted Stock.