First Data 2012 Annual Report Download - page 178

consultation with an independent valuation expert, determined without regard to any discount for
minority interest and transfer restrictions imposed on the Common Stock of the Management
Stockholder Entities; provided that, in the event that the Board has not received an independent
valuation of the Company in the six months prior to the determination of Fair Market Value, the
Management Stockholder shall have the right to demand that the Board receive such independent
valuation prior to the determination of Fair Market Value.
(xxv) “Good Reason” shall have the meaning ascribed to it any employment agreement between the
Management Stockholder and the Company or any of its subsidiaries or Affiliates, or, if there is no such
employment agreement, “Good Reason” shall mean (i) a reduction in or demotion of the Management
Stockholder’s base salary or the Management Stockholder’s annual incentive compensation opportunity
(other than a general reduction in base salary or annual incentive compensation opportunities that
affects all members of senior management of the Company and its subsidiaries equally); (ii) a relocation
of Management Stockholder’s primary workplace by more than fifty (50) miles from the current
workplace; or (iii) a substantial reduction in or demotion of Management Stockholder’s duties,
responsibilities or title (other than a change in title that is the result of a broad restructuring of the
Company’s titling of officers); in each case other than any isolated, insubstantial and inadvertent failure
b
y the Company that is not in bad faith and is cured within ten (10) business days after the Management
Stockholder gives the Company notice of such event; provided that “Good Reason” shall cease to exist
for an event on the 60th day following the later of its occurrence or the Management Stockholder’s
knowledge thereof, unless the Management Stockholder has given the Company written notice thereof
prior to such date.
(xxvi) “Group” shall mean “group,” as such term is used for purposes of Section 13(d) or 14(d) of the
Exchange Act.
(xxvii) “Investors” shall have the meaning set forth in the second “whereas” paragraph.
(xxviii) “Management Stockholder” shall have the meaning set forth in the introductory paragraph.
(xxix) “Management Stockholder Entities” shall mean the Management Stockholder’s Trust, the Management
Stockholder and the Management Stockholder’s Estate, collectively.
(xxx) “Management Stockholder’s Estate” shall mean the conservators, guardians, executors, administrators,
testamentary trustees, legatees or beneficiaries of the Management Stockholder.
(xxxi) “Management Stockholder’s Trust” shall mean a partnership, limited liability company, corporation,
trust, private foundation or custodianship, the beneficiaries of which may include only the Management
Stockholder, his or her spouse (or ex-spouse) or his or her lineal descendants (including adopted) or, if
at any time after any such transfer there shall be no then living spouse or lineal descendants, then to the
ultimate beneficiaries of any such trust or to the estate of a deceased beneficiary.
(xxxii) “Merger” shall have the meaning set forth in the first “whereas” paragraph.
(xxxiii) “Merger Agreement” shall have the meaning set forth in the first “whereas” paragraph.
(xxxiv) “Merger Sub” shall have the meaning set forth in the first “whereas” paragraph.