First Data 2014 Annual Report Download - page 122









 2/10/2014
750,000
33% per year
1,125,000
Later of 1/1/17 and expiration of lockup period
following a Qualified Public Offering
 7/14/2014
500,000
20% per year
—
8/11/2014
750,000
20% per year
—
 2/10/2014
109,375
33% per year
164,063
Later of 1/1/17 and expiration of lockup period
following a Qualified Public Offering
 5/13/2014
500,000
20% per year
750,000
Later of 5/13/17 and expiration of lockup period
following a Qualified Public Offering
 5/13/2014
1,000,000
20% per year
500,000
Later of 5/13/17 and expiration of lockup period
following a Qualified Public Offering
 2/10/2014
—
—
750,000
Later of 1/1/17 and expiration of lockup period
following a Qualified Public Offering
5/13/2014
2,000,000
33% per year
—
A Qualified Public Offering is defined in the Management Stockholder Agreement to which all restricted shares are subject as an initial Public Offering (i) for
which aggregate cash proceeds to be received by the Company (or any successor thereto) from such offering (or series of offerings) (without deducting
underwriter discounts, expenses and commissions) are at least $400,000,000, or (ii) pursuant to which at least 35% of the outstanding shares of Common
Stock are sold by the Company (or any successor thereto).
General Provisions for Options and Purchased Shares under the 2007 Equity Plan and Management Stockholder Agreement
If an option holder terminates employment with the Company for any reason, all options are subject to call rights by Holdings until a Change in Control or a
Qualified Public Offering, as defined in the 2007 Equity Plan and Management Stockholder Agreement.
If an option holder’s employment is terminated due to Death, Disability, Good Reason or Not for Cause (as defined in the 2007 Equity Plan), call rights may
be exercised on vested options at the fair market value share price. In this event, shares obtained through previous option exercises may be called at the fair
market value share price. In the event of Death or Disability, the option holder has a put right to exchange vested options for the difference of the fair market
value and the option exercise price.
If the option holder’s employment is terminated voluntarily or for Cause (as defined in the 2007 Equity Plan), call rights may be exercised on vested options
at the lesser of the fair market value share price or the option exercise price. In this event, shares obtained through previous option exercises may be called at
the lesser of the fair market value share price or the option exercise price. In the case of involuntary termination for Cause, call rights may be exercised on
purchased shares at the lesser of the fair market value share price or the original purchase price. In the case of voluntary termination, call rights may be
exercised on purchased shares at the fair market value share price. These provisions greatly enhance the retention of executives who participate in the 2007
Equity Plan by eliminating all potential option gains for executives who voluntarily terminate prior to a Liquidity Event.
An initial Public Offering or sale of FDC has no impact on options vesting unless the Sponsor’s (KKR’s) stake drops to a level below 10% of their original
investment. If it does, then all options granted in 2011 and later become 100% vested. If the sale of FDC results in a Change in Control whereby the sponsor
stake drops below 50% and the sponsor no longer controls a majority of the Board all call rights are eliminated and options granted in 2011 and forward
become 100% vested. For options granted in 2010 and prior, the vesting of all time options is fully accelerated upon a Change in Control or a Liquidity
Event, as defined in the 2007 Equity Plan.
Holdings has a right of first refusal if an executive proposes to sell their purchased stock prior to a Change in Control or a Liquidity Event. If a shareholder’s
employment is terminated involuntarily or due to Death, Disability, Good Reason or Not for Cause (as defined in the 2007 Equity Plan), call rights may be
exercised on purchased shares at the fair market value share
122