First Data 2012 Annual Report Download - page 195

EXHIBIT 10.32
FIRST DATA CORPORATION
SEVERANCE/CHANGE IN CONTROL POLICY
(Executive Committee Level)
As amended and restated effective May 1, 2011
1. Background and Purpose
This severance/change in control policy (the “Policy”) was established effective July 26, 2005 by First Data Corporation,
a Delaware corporation (“FDC”), to enable FDC to offer a form of income protection to its Eligible Executives in the
event their employment with the Company is involuntarily terminated other than for Cause. The Policy was also
intended to secure for the benefit of the Company the services of the Eligible Executives in the event of a Change in
Control without concern for whether such executives might be hindered in discharging their duties by the personal
uncertainties and risks associated with a Change in Control, by affording such executives the opportunity to protect the
share value they have helped create as of the date of any Change in Control and offering income protection to such
executives in the event their employment terminates involuntarily or for Good Reason in connection with a Change in
Control.
On September 24, 2007 (the “Closing Date”), a Change in Control occurred by reason of the consummation of the
Agreement and Plan of Merger by and among New Omaha Holdings L.P., a Delaware limited partnership (“Parent”),
Omaha Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent, and First Data
Corporation, a Delaware corporation, dated April 1, 2007 (the “Merger”). Effective September 24, 2007, this Policy has
been amended and restated to reflect the Merger, provided that as to any Eligible Executive who is not party to a Stock
Option Agreement with respect to any option granted under the Option Plan, this Policy shall be applied without regard
to the September 24, 2007 amendment and restatement.
This Policy shall constitute a “welfare plan” within the meaning of Section 3(1) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”) and shall be construed in a manner consistent with such intent. To the
extent the Company determines, in its sole discretion, that the provisions of Section 409A of the Internal Revenue Code
of 1986, as amended (the “Code”) may apply to this Policy, the Company shall adopt amendments to the Policy or adopt
other procedures or take any other actions that it determines are necessary or appropriate to either exempt this Policy
from Code Section 409A or to comply with the requirements of Code Section 409A, including without limitation
amendments, procedures and actions with retroactive effect. Notwithstanding the foregoing, any actions taken by the
Company in this regard shall preserve to the maximum extent possible the benefits for Eligible Executives contemplated
in this Policy.
2. Effective Date
The effective date of this Policy as amended and restated is May 1, 2011 (the “Effective Date”).
3. Definitions
(i) “Base Salary” means the Eligible Executive’s current annualized rate of base cash compensation paid on each
regularly scheduled payday for the executive’s regular work schedule as of his or her Termination Date and is
calculated to include any before-tax contributions that are deducted for Company benefit plan purposes. Base Salary
does not include taxable or nontaxable fringe benefits or awards, vacation, performance awards, bonus, commission
or other incentive pay, or any payments which are not made on each regular payday, regardless of how such
payments may be characterized.
(ii) “Board” means the Board of Directors of FDC.
(iii) “Cause” shall have the meaning ascribed to it in the 2007 Stock Incentive Plan for Key Employees of First Data
Corporation and its Affiliates (the “Option Plan”) or any Stock Option Agreement awarding stock options
thereunder to which the Eligible Executive is a party.
(iv) “Change in Control” shall have the meaning ascribed to it in the Option Plan.