First Data 2012 Annual Report Download - page 190

(j) “Grant” means an award made to a Participant pursuant to the Plan and described in Section 5, including, without
limitation, an award of a Stock Option, Stock Appreciation Right, Other Stock-Based Award or Dividend Equivalent
Right (as such terms are defined in Section 5), or any combination of the foregoing.
(k) “Grant Agreement” means an agreement between the Company and a Participant that sets forth the terms, conditions and
limitations applicable to a Grant.
(l) “Group” means “group,” as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act.
(m) “Investor” means the KKR 2006 Fund L.P. and its affiliated investment funds and certain other co-investors.
(n) “Management Stockholder’s Agreement” shall mean that certain Management Stockholder’s Agreement between the
applicable Participant and the Company.
(o) “Participant” means an Employee, non-employee member of the Board, consultant or other person having a service
relationship with the Company or any other Service Recipient, to whom one or more Grants have been made and remain
outstanding.
(p) “Person” means “person,” as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act.
(q) “Public Offering” means any registered public offering of the Common Stock on the New York Stock Exchange or the
Nasdaq National Market or other nationally recognized stock exchange or listing system.
(r) “Sale Participation Agreement” shall mean that certain Sale Participation Agreement between the applicable Participant
and New Omaha Holdings, L.P.
(s) “Service Recipient” shall mean, the Company, any Subsidiary of the Company, or any Affiliate of the Company that
satisfies the definition of “service recipient” within the meaning of Treasury Regulation Section 1.409A-1(g) (or any
successor regulation), with respect to which the person is a “service provider” (within the meaning of Treasury
Regulation Section 1.409A-1(f) (or any successor regulation).
(t) “Subsidiary” means any corporation or other entity in an unbroken chain of corporations or other entities beginning with
the Company if each of the corporations or other entities, or group of commonly controlled corporations or other entities,
other than the last corporation or other entity in the unbroken chain then owns stock or other equity interests possessing
50% or more of the total combined voting power of all classes of stock or other equity interests in one of the other
corporations or other entities in such chain.
3. Administration of Plan
(a) The Plan shall be administered by the Committee. The Committee may adopt its own rules of procedure, and action of a
majority of the members of the Committee taken at a meeting, or action taken without a meeting by unanimous written
consent, shall constitute action by the Committee. The Committee shall have the power and authority to administer,
construe and interpret the Plan, to make rules for carrying it out and to make changes in such rules. Any such
interpretations, rules, and administration shall be consistent with the basic purposes of the Plan.
(b) The Committee may delegate to the Chief Executive Officer and to other senior officers of the Company its duties under
the Plan, subject to applicable law and such conditions and limitations as the Committee shall prescribe, except that only
the Committee may designate and make Grants to the Chief Executive Officer and to other senior officers of the
Company.
(c) The Committee may employ counsel, consultants, accountants, appraisers, brokers or other persons. The Committee, the
Company, and the officers and directors of the Company shall be entitled to rely upon the advice, opinions or valuations
of any such persons. All actions taken and all interpretations and determinations made by the Committee in good faith
shall be final and binding upon all Participants, the Company and all other interested persons. No member of the
Committee, nor employee or representative of the Company shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or the Grants, and all such members of the Committee,
employees and representatives shall be fully protected and indemnified to the greatest extent permitted by applicable law
by the Company with respect to any such action, determination or interpretation.
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