First Data 2012 Annual Report Download - page 174

Termination for Death or Disability. If the Management Stockholder’s active employment with the Company
(or, if applicable, its subsidiaries or affiliates) is terminated (i) by the Company (or, if applicable, its
subsidiaries or affiliates) without Cause (other than due to his death or Disability), (ii) by the Management
Stockholder with Good Reason or (iii) as a result of the death or Disability of the Management Stockholder
(each, a “Section 6(b) Call Event”) then:
(i) With respect to Stock, the Company may purchase, on one occasion, all or any portion of the shares of
such Stock then held by the applicable Management Stockholder Entities at a per share purchase price
equal to Fair Market Value on the Repurchase Calculation Date;
(ii) With respect to any outstanding vested Options, the Company may purchase, on one occasion, all or any
portion of the exercisable vested Options held by the applicable Management Stockholder Entities for
an amount equal to the product of (x) the excess, if any, of the Fair Market Value on the Repurchase
Calculation Date over the Option Exercise Price and (y) the number of Exercisable Option Shares
(solely relating to the vested Options), which vested Options shall be terminated in exchange for such
payment. In the event the Company elects to repurchase under this Section 6(b)(ii) and the foregoing
Option Excess Price is zero or a negative number, all outstanding exercisable vested Options shall be
automatically terminated without any payment in respect thereof; and
(iii) With respect to unvested Options, all outstanding unvested Options shall automatically be terminated
without any payment in respect thereof.
(c) Termination by the Management Stockholder without Good Reason. If the Management Stockholder’s
employment with the Company (or, if applicable, its subsidiaries or affiliates) is terminated by the
Management Stockholder without Good Reason (a “Section 6(c) Call Event”), then:
(i) With respect to Stock, the Company may purchase, on one occasion, all or any portion of the shares of
such Stock then held by the applicable Management Stockholder Entities at a per share purchase price
equal to, (i) if the Management Stockholder is not in violation of any of the provisions of Section 23 of
this Agreement on the date that the Repurchase Notice is sent, the Fair Market Value on the Repurchase
Calculation Date or (ii) if the Management Stockholder is in violation of any of the provisions of
Section 23 of this Agreement on the date that the Repurchase Notice is sent, the lesser of (x) Base Price
(or other applicable price paid by such Management Stockholder Entities for such Stock) and (y) the
Fair Market Value on the Repurchase Calculation Date;
(ii) With respect to Option Stock, the Company may purchase, on one occasion, all or any portion of the
shares of Option Stock then held by the applicable Management Stockholder Entities at a per share
purchase price equal to the lesser of (x) Base Price (or other applicable price paid by such Management
Stockholder Entities for such Stock) and (y) the Fair Market Value on the Repurchase Calculation Date;
and
(iii) With respect to all Options, all outstanding Options, whether vested or unvested, shall be automatically
terminated without any payment in respect thereof upon the occurrence of the Section 6(c) Call Event.
(d) Call Notice. The Company shall have a period (the “Call Period”) of one hundred eighty (180) days from the
date of any Call Event (or, if later, with respect to a Section 6(a) Call Event, the date after discovery of, and the
applicable cure period for, an impermissible transfer constituting a Section 6(a) Call Event) in which to give
notice in writing to the