First Data 2012 Annual Report Download - page 192

a shareholder in the Company. Each Dividend Equivalent Right shall be subject to such terms as the Committee may
determine.
6. Limitations and Conditions
(a) The number of Shares available for Grants under this Plan shall be 179,500,000, subject to adjustment as provided for in
Sections 8 and 9, unless restricted by applicable law. Shares related to Grants that are forfeited, terminated, canceled,
expire unexercised, withheld to satisfy tax withholding obligations, or are repurchased by the Company shall
immediately become available for new Grants.
(b) No Grants shall be made under the Plan beyond ten years after September 24, 2007, the effective date of the Plan (the
“Effective Date”), but the terms of Grants made on or before the expiration of the Plan may extend beyond such
expiration. At the time a Grant is made or amended in accordance with the terms of the Plan, or the terms or conditions
of a Grant are changed in accordance with the terms of the Plan or the Grant Agreement, the Committee may provide for
limitations or conditions on such Grant.
(c) Nothing contained herein shall affect the right of the Company or any other Service Recipient to terminate any
Participant’s employment or other service relationship at any time or for any reason.
(d) Other than as specifically provided in the Management Stockholder’s Agreement, Sale Participation Agreement or
Grant Agreement, no benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void. No such benefit shall, prior to
receipt thereof by the Participant, be in any manner liable for or subject to the debts, contracts, liabilities, engagements,
or torts of the Participant.
(e) Participants shall not be, and shall not have any of the rights or privileges of, stockholders of the Company in respect of
any Shares purchasable in connection with any Grant unless and until certificates representing any such Shares have
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een issued by the Company to such Participants (or book entry representing such Shares has been made and such Shares
have been deposited with the appropriate registered book-entry custodian).
(f) No election as to benefits or exercise of any Grant may be made during a Participant’s lifetime by anyone other than the
Participant except by a legal representative appointed for or by the Participant.
(g) Absent express provisions to the contrary, any Grant under this Plan shall not be deemed compensation for purposes of
computing benefits or contributions under any retirement or severance plan of the Company or other Service Recipient
and shall not affect any benefits under any other benefit plan of any kind now or subsequently in effect under which the
availability or amount of benefits is related to level of compensation. This Plan is not a “Retirement Plan” or “Welfare
Plan” under the Employee Retirement Income Security Act of 1974, as amended.
(h) Unless the Committee determines otherwise, no benefit or promise under the Plan shall be secured by any specific assets
of the Company or any other Service Recipient, nor shall any assets of the Company or any other Service Recipient be
designated as attributable or allocated to the satisfaction of the Company’s obligations under the Plan.
7. Transfers and Leaves of Absence
For purposes of the Plan, unless the Committee determines otherwise: (a) a transfer of a Participant’s employment without an
intervening period of separation among the Company and any other Service Recipient shall not be deemed a termination of
employment, and (b) a Participant who is granted in writing a leave of absence or who is entitled to a statutory leave of absence shall
be deemed to have remained in the employ of the Company (and other Service Recipient) during such leave of absence.
8. Adjustments
In the event of any stock split, spin-off, share combination, reclassification, recapitalization, liquidation, dissolution,
reorganization, merger, Change in Control, payment of a dividend (other than a cash dividend paid as part of a regular dividend
program) or other similar transaction or occurrence which affects the equity securities of the Company or the value thereof, the
Committee shall (i) adjust the number and kind of shares subject to the Plan and available for or covered by Grants, (ii) adjust the
share prices related to outstanding Grants, and/or (iii) take such other action (including, without limitation providing for payment of a
cash amount to holders
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