First Data 2014 Annual Report Download - page 158

(c) The Committee may employ counsel, consultants, accountants, appraisers, brokers or other persons. The Committee, the Company, and the
officers and directors of the Company shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken
and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all Participants, the Company
and all other interested persons. No member of the Committee, nor employee or representative of the Company shall be personally liable for
any action, determination or interpretation made in good faith with respect to the Plan or the Grants, and all such members of the Committee,
employees and representatives shall be fully protected and indemnified to the greatest extent permitted by applicable law by the Company with
respect to any such action, determination or interpretation.
4. Eligibility
The Committee may from time to time make Grants under the Plan to such Employees, or other persons having a relationship with Company or any
other Service Recipient, and in such form and having such terms, conditions and limitations as the Committee may determine. The terms, conditions and
limitations of each Grant under the Plan shall be set forth in a Grant Agreement, in a form approved by the Committee, consistent, however, with the terms of
the Plan; provided, however, that such Grant Agreement shall contain provisions dealing with the treatment of Grants in the event of the termination of
employment or other service relationship, death or disability of a Participant, and may also include provisions concerning the treatment of Grants in the event
of a Change in Control.
5. Grants
From time to time, the Committee will determine the forms and amounts of Grants for Participants. Such Grants may take the following forms in the
Committee’s sole discretion:
(a) Stock Options - These are options to purchase Common Stock (“Stock Options”). At the time of Grant the Committee shall determine, and shall
include in the Grant Agreement, the option exercise period, the option exercise price, vesting requirements, and such other terms, conditions or
restrictions on the grant or exercise of the option as the Committee deems appropriate including, without limitation, the right to receive
dividend equivalent payments on vested options. Notwithstanding the foregoing, the exercise price per Share of a Stock Option shall in no
event be less than the Fair Market Value on the date the Stock Option is granted (subject to later adjustment pursuant to Section 8 hereof). In
addition to other restrictions contained in the Plan, a Stock Option granted under this Section 5(a) may not be exercised more than 10 years after
the date it is granted. Payment of the Stock Option exercise price shall be made (i) in cash, (ii) with the consent of the Committee, in Shares (any
such Shares valued at Fair Market Value on the date of exercise) that the Participant has held for at least six months (or such other period of time
as may be required by the Company’s accountants but only to the extent required to avoid liability accounting under FAS 123(R) or any
successor standard thereto), (iii) through the withholding of Shares (any such Shares valued at Fair Market Value on the date of exercise)
otherwise issuable upon the exercise of the Stock Option in a manner that is compliant with applicable law, or (iv) a combination of the
foregoing methods, in each such case in accordance with the terms of the Plan, the Grant Agreement and of any applicable guidelines of the
Committee in effect at the time.
(b) Stock Appreciation Rights - The Committee may grant “Stock Appreciation Rights” (as hereinafter defined) independent of, or in connection
with, the grant of a Stock Option or a portion thereof. Each Stock Appreciation Right shall be subject to such other terms as the Committee may
determine. The exercise price per Share of a Stock Appreciation Right shall in no event be less than the Fair Market Value on the date the Stock
Appreciation Right is granted. Each “Stock Appreciation Right” granted independent of a Stock Option shall be defined as a right of a
Participant, upon exercise of such Stock Appreciation Right, to receive an amount equal to the product of (i) the excess of (A) the Fair Market
Value on the exercise date of one Share over (B) the exercise price per Share of such Stock Appreciation Right, multiplied by (ii) the number of
Shares covered by the Stock Appreciation Right. Payment of the Stock Appreciation Right shall be made in Shares or in cash, or partly in
Shares and partly in cash (any such Shares valued at the Fair Market Value on the date of the payment), all as shall be determined by the
Committee.
(c) Other Stock-Based Awards - The Committee may grant or sell awards of Shares, awards of restricted Shares and awards that are valued in whole
or in part by reference to, or are otherwise based on the Fair Market Value of, Shares (including, without limitation, restricted stock units). Such
“Other Stock-Based Awards” shall be in such form, and dependent on such conditions, as the Committee may determine, including, without
limitation, the right to receive, or vest with respect to, one or more Shares (or the equivalent cash value of such Shares) upon the