First Data 2012 Annual Report Download - page 196

(v) “Company” means FDC or its subsidiaries or any successor (whether direct or indirect, by purchase, merger,
consolidation, reorganization or otherwise, including, without limitation, any successor due to a Change in Control)
to the business or assets of FDC.
(vi) “Disability” shall have the meaning ascribed to it under the Option Plan or any Stock Option Agreement awarding
stock options thereunder to which the Eligible Executive is a party.
(vii) “Eligible Executive” means an individual who is a member of the Company’s executive committee unless such
individual is eligible, by virtue of an acquisition agreement or otherwise, to receive severance, termination, or
similar benefits under another policy, plan, program, or agreement.
(viii) “Good Reason” shall have the meaning ascribed to it under the Option Plan or any Stock Option Agreement
awarding stock options thereunder to which the Eligible Executive is a party.
(ix) “Severance Benefits” are the benefits payable to an Eligible Executive pursuant to this Policy, other than the
Change in Control-related benefits referenced in Sections 8 hereof.
(x) “Severance Period” means the period for which Severance Benefits will be paid as reflected in Section 7
commencing on an Eligible Executive’s Termination Date.
(xi) “Termination Date” is the date on which the Eligible Executive’s employment with the Company terminates for a
reason set forth under Section 5.
(xii) “Years of Service” are the number of full years of uninterrupted service as an Eligible Executive up to his or her
Termination Date. Partial years of service are not taken into account for purposes of this Policy. Years of Service
also include time spent on Company-approved leave of absences, provided that no more than one (1) cumulative
Year of Service will be credited for such leave of absences.
4. Eligibility
All Eligible Executives are eligible for benefits under this Policy.
5. Eligible Termination Reasons
An eligible termination reason is any involuntary separation of service with the Company other than for Cause or
Disability, or any voluntary separation of service by the Eligible Executive for Good Reason.
6. Non-Eligible Termination Reasons
A non-eligible termination reason is any reason for termination that is not an eligible termination reason under Section 5.
7. Severance Benefits
The provisions of this Section are subject, without limitation, to the provisions of Section 9 hereof.
(i) Severance Pay. If an Eligible Executive’s employment with the Company is terminated after the Effective Date for
any reason set forth in Section 5, the Company shall pay the following amounts:
(a) For any individual who became an Eligible Executive on or before May 1, 2011:
(1) an amount equal to the product of (i) the sum of the executive’s Base Salary and the target
bonus payable to the executive pursuant to the Company’s Senior Executive Incentive Plan (or
the bonus plan then applicable to the executive) for the year in which the Termination Date
occurs, and (ii) two (2) years (the “Severance Perio
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”);
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(2) a prorated amount of the Eligible Executive’s target bonus under the Company’s Senior
Executive Incentive Plan (or the bonus plan then applicable to the executive) for the year in
which the Termination Date occurs. Such prorated amount shall be equal to the product of (i)
the Eligible Executive’s target bonus for the year in which the Termination Date occurs and