First Data 2014 Annual Report Download - page 160

termination of employment, and (b) a Participant who is granted in writing a leave of absence or who is entitled to a statutory leave of absence shall be
deemed to have remained in the employ of the Company (and other Service Recipient) during such leave of absence.
8. Adjustments
In the event of any stock split, spin-off, share combination, reclassification, recapitalization, liquidation, dissolution, reorganization, merger,
Change in Control, payment of a dividend (other than a cash dividend paid as part of a regular dividend program) or other similar transaction or occurrence
which affects the equity securities of the Company or the value thereof, the Committee shall (i) adjust the number and kind of shares subject to the Plan and
available for or covered by Grants, (ii) adjust the share prices related to outstanding Grants, and/or (iii) take such other action (including, without limitation
providing for payment of a cash amount to holders of outstanding Grants), in each case as it deems reasonably necessary to address, on an equitable basis, the
effect of the applicable corporate event on the Plan and any outstanding Grants, without adverse tax consequences under Section 409A of the Code. Any
such adjustment made or action taken by the Committee in accordance with the preceding sentence shall be final and binding upon holders of Options and
upon the Company.
9. Change in Control
In the event of a Change in Control: (a) if determined by the Committee in the applicable Grant Agreement or otherwise determined by the
Committee in its sole discretion, any outstanding Grants then held by Participants which are unexercisable or otherwise unvested or subject to lapse
restrictions may automatically be deemed exercisable or otherwise vested or no longer subject to lapse restrictions, as the case may be, as of immediately
prior to such Change in Control and (b) the Committee may, to the extent determined by the Committee to be permitted under Section 409A of the Code, but
shall not be obligated to: (i) cancel such awards for fair value (as determined in the sole discretion of the Committee) which, in the case of Stock Options and
Stock Appreciation Rights, may equal the excess, if any, of the value of the consideration to be paid in the Change in Control transaction to holders of the
same number of Shares subject to such Stock Options or Stock Appreciation Rights (or, if no consideration is paid in any such transaction, the Fair Market
Value of the Shares subject to such Stock Options or Stock Appreciation Rights) over the aggregate option price of such Stock Options or the aggregate
exercise price of such Stock Appreciation Rights, as the case may be; (ii) provide for the issuance of substitute awards that will substantially preserve the
otherwise applicable terms of any affected Grants previously granted hereunder, as determined by the Committee in its sole discretion; or (iii) provide that for
a period of at least ten business days prior to the Change in Control, any Stock Options or Stock Appreciation Rights shall be exercisable as to all Shares
subject thereto and that upon the occurrence of the Change in Control, such Stock Options or Stock Appreciation Rights shall terminate and be of no further
force and effect; provided that if the Committee takes the actions set forth in this Section 9(b)(iii), Participants shall have the ability to pay for the shares with
respect to which such Stock Options or Stock Appreciation Rights are being exercised by electing to have the number of Shares that would otherwise be
issued to the Participant reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the
Participant to the Company in respect of such exercise and the minimum statutory withholding that would have otherwise had to have been paid to the
Company in relation with such exercise.
10. Amendment and Termination
(a) The Committee shall have the authority to make such amendments to any terms and conditions applicable to outstanding Grants as are
consistent with this Plan, provided that no such action shall modify any Grant in a manner that adversely impacts, other than in a de minimis
manner, a Participant with respect to any outstanding Grants, other than pursuant to Section 8, 9 or 10(c) hereof, without the Participant’s
consent, except as such modification is provided for or contemplated in the terms of the Grant or this Plan.
(b) The Board may amend, suspend or terminate the Plan, except that no such action, other than an action under Section 8, 9 or 10(c) hereof, may be
taken which would, without stockholder approval, increase the aggregate number of Shares available for Grants under the Plan, decrease the
price of outstanding Grants, change the requirements relating to the Committee, or extend the term of the Plan. However, no such action shall
adversely impact, other than in a de minimis manner, a Participant with respect to any outstanding Grants, other than pursuant to Section 8, 9 or
10(c) hereof, without the Participant’s consent, except as otherwise contemplated in the terms of the Grant or the Plan.
(c) This Plan is intended to comply with Section 409A of the Code and will be interpreted in a manner intended to comply with Section 409A of
the Code. Notwithstanding anything herein to the contrary, (i) if at the time of the Participant’s termination of employment with any Service
Recipient the Participant is a “specified employee” as