First Data 2013 Annual Report Download - page 168

Exhibit 10.31
2007 STOCK INCENTIVE PLAN
FOR KEY EMPLOYEES OF
FIRST DATA CORPORATION AND ITS AFFILIATES
1. Purpose of Plan
The 2007 Stock Incentive Plan for Key Employees of First Data Corporation and its Affiliates (the “ Plan”) is designed:
(a) to promote the long term financial interests and growth of New Omaha Holdings Corporation (the “ Company”) and its Subsidiaries by attracting
and retaining management and other personnel and key service providers with the training, experience and ability to enable them to make a
substantial contribution to the success of the Company’s business;
(b) to motivate management personnel by means of growth-related incentives to achieve long range goals; and
(c) to further the alignment of interests of participants with those of the stockholders of the Company through opportunities for increased stock, or
stock-based ownership in the Company.
2. Definitions
As used in the Plan, the following words shall have the following meanings:
(a) “Affiliate” means with respect to any Person, any entity directly or indirectly controlling, controlled by or under common control with such
Person.
(b) “Board” means the Board of Directors of the Company.
(c) “Change in Control” means, in one or a series of transactions, (i) the sale of all or substantially all of the assets of New Omaha Holdings, L.P.
or the Company or First Data Corporation to any Person (or group of Persons acting in concert), other than to (x) investment funds affiliated
with Kohlberg Kravis Roberts & Co. L.P. (together, the “Sponsor”), any other investor in respect of whom the Sponsor has the power to direct
such investor’s vote with respect to the Company’s Common Stock or other equity securities (each an “Investor” and together with the Sponsor,
the “Sponsor Group”) or their respective Affiliates or (y) any employee benefit plan (or trust forming a part thereof) maintained by the Company,
the Sponsor Group or their respective Affiliates or other Person of which a majority of its voting power or other equity securities is owned,
directly or indirectly, by the Company, the Sponsor Group or their respective Affiliates; or (ii) a merger, recapitalization or other sale by the
Sponsor or its Affiliates (other than through a Public Offering) of Common Stock or other voting securities of the Company that results in more
than 50% of the Common Stock or other voting securities of the Company (or any resulting company after a merger) owned, directly or
indirectly, by the Sponsor following the Closing Date, no longer being so owned by the Sponsor; and, (iii) in any event of clause (i) or
(ii) above, such transaction results in any Person (or group of Persons acting in concert) having the ability to elect more members of the Board
than the Sponsor Group; provided, however, that following an event described in clause (i), a liquidation of, or the declaration of an
extraordinary dividend by, the Company or First Data Corporation (or any successor entities) shall also constitute a Change in Control.
(d) “Code” means the United States Internal Revenue Code of 1986, as amended.
(e) “Committee” means the Compensation Committee of the Board (or, if no such committee is appointed, the Board).
(f) “Common Stock” or “Share” means the common stock, par value $0.01 per share, of the Company, which may be authorized but unissued, or
issued and reacquired.
(g) “Employee” means a person, including an officer, in the regular employment of the Company or any other Service Recipient who, in the opinion
of the Committee, is, or is expected to have involvement in the management, growth or protection of some part or all of the business of the
Company or any other Service Recipient.
(h) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(i) “Fair Market Value” shall have the meaning ascribed to it in the Management Stockholder’s Agreement.