First Data 2012 Annual Report Download - page 201

respect to taxes, offsets, or other obligations.
11. Offsets
The Company may, in its discretion and to the extent permitted under applicable law and Code Section 409A, offset
against the Eligible Executive’s benefits under this Policy any other severance benefits payable to the Eligible Executive
b
y the Company, the value of unreturned property, and any outstanding loan, debt or other amount the Eligible Executive
owes to the Company. The Company may recover any overpayment of benefits made to an Eligible Executive or an
Eligible Executive’s estate under this Policy or, to the extent permitted by applicable law, offset any other overpayment
made to the Eligible Executive against any Policy benefits or other amount the Company owes the Eligible Executive or
the Eligible Executive’s estate.
12. Outplacement
In the Committee’s sole and absolute discretion, Eligible Executives who are eligible for Severance Benefits under the
Policy also may be eligible for outplacement services selected by the Company. Eligibility for, and the scope of any,
outplacement services will be determined in the sole discretion of the Committee. Under no circumstances will Eligible
Executives be eligible to receive a cash payment in lieu of outplacement services.
13. Re-employment and Other Employment
In the event an Eligible Executive is re-employed by the Company prior to the commencement of or within the
Severance Period, the payment of any Severance Benefits payable with respect to the prior termination immediately will
cease and such Severance Benefits will no longer be payable under this Policy.
Subject to Section 9 of this Policy, if an Eligible Executive obtains employment (other than with the Company) while
receiving Severance Benefits, the Eligible Executive will continue to receive any remaining cash Severance Benefits in
accordance with the payment schedule then in effect, but, except as otherwise required under applicable law, he or she
will no longer be eligible to receive continued benefits under Section 7(b) of this Policy as of the date the executive
becomes eligible to receive such benefits under a subsequent employer’s benefit programs.
14. Funding
This Policy is not funded, and payment of benefits hereunder is made from the general assets of the Company.
15. Administration
This Policy shall be administered by the Committee, which as the Named Fiduciary shall have the absolute discretion
and exclusive right to interpret, construe and administer the Policy and to make final determinations on all questions
arising under the Policy, including but not limited to questions concerning eligibility for, the amount of and receipt of
Policy benefits. All decisions of the Committee will be conclusive, final and binding upon the parties.
16. Amendment or Termination of the Policy
The Company reserves the right to amend or terminate this Policy at any time in its sole discretion, provided, however,
that during the period commencing on the Closing and ending on the 36 month anniversary of a Change in Control (other
than the Merger), the Company shall not amend or terminate this Policy without the consent of each affected Eligible
Executive.
17. Limitation on Individually Negotiated Severance Arrangements
As of the Effective Date, this Policy is intended to be the sole source of severance and change in control benefits for
Eligible Executives. Absent prior Board approval, no individual agreement shall be entered into with any Eligible
Executive or any person being considered for promotion or hire as an Eligible Executive which would provide severance
or change in control-type benefits.
18. Miscellaneous
No executive vests in any entitlement to or eligibility for benefits under this Policy until he or she has satisfied all