First Data 2012 Annual Report Download - page 175

Management Stockholder of its election to exercise its rights and obligations pursuant to this Section 6
(“Repurchase Notice”). Notwithstanding the foregoing, in the event the Fair Market Value is below $5 on the
date of any Call Event, the Call Period shall begin on the date of the Call Event and shall extend until one
hundred eighty (180) days from the date the Board next establishes Fair Market Value at or above $5. The
completion of the purchases pursuant to the foregoing shall take place at the principal office of the Company
no later than the fifteenth business day after the giving of the Repurchase Notice. The applicable Repurchase
Price (including any payment with respect to the Options as described in this Section 6) shall be paid by
delivery to the applicable Management Stockholder Entities of a certified bank check or checks in the
appropriate amount payable to the order of each of the applicable Management Stockholder Entities (or by
wire transfer of immediately available funds, if the Management Stockholder Entities provide to the Company
wire transfer instructions) against delivery of certificates or other instruments representing the Stock so
p
urchased and appropriate documents canceling the Options so terminated, appropriately endorsed or executed
by the applicable Management Stockholder Entities or any duly authorized representative.
(e) Use of Note to Satisfy Call Payment. Notwithstanding any other provision of this Section 6 to the contrary, if
there exists and is continuing any Event, the Company will, to the extent it has exercised its rights to purchase
Stock or Options pursuant to this Section 6, in order to complete the purchase of any Stock or Options
pursuant to this Section 6, deliver to the applicable Management Stockholder Entities (i) a cash payment for
any amounts payable pursuant to this Section 6 that would not cause an Event and (ii) a note having the same
terms as that provided in Section 5(c) above with a principal amount equal to the amount payable but not paid
in cash pursuant to this Section 6 due to the Event. Notwithstanding the foregoing, if an Event exists and is
continuing for ninety (90) days from the date of the Section 6(b) Call Event, the Management Stockholder
Entities shall be permitted by written notice to cause the Company to rescind any Repurchase Notice with
respect to that portion of the Stock and Options repurchased by the Company from the Management
Stockholder Entities pursuant to this Section 6 with the note described in the foregoing sentence; provided that,
upon such rescission, such repurchase shall be immediately rescinded and such note shall be immediately
canceled without any action on the part of the Company or the Management Stockholder Entities and,
notwithstanding anything herein or in such note to the contrary, the Company shall have no obligation to pay
any amounts of principal or interest thereunder.
(f) Effect of Change in Control. Notwithstanding anything in this Agreement to the contrary, except for any
payment obligation of the Company which has arisen prior to the occurrence of a Change in Control, this
Section 6 shall terminate and be of no further force or effect upon the occurrence of such Change in Control.
7. Adjustment of Repurchase Price; Definitions.
(a) Adjustment of Repurchase Price. In determining the applicable repurchase price of the Stock and Options, as
provided for in Sections 5 and 6 above, appropriate adjustments shall be made for any stock dividends, splits,
combinations, recapitalizations or any other adjustment in the number of outstanding shares of Stock in order
to maintain, as nearly as practicable, the intended operation of the provisions of Sections 5 and 6.
(b) Definitions. All capitalized terms used in this Agreement and not defined herein shall have such meaning as
such terms are defined in the Option Plan. Terms used herein and as listed below shall be defined as follows:
(i) “Act” shall have the meaning set forth in Section 2(a)(i) hereof.