First Data 2014 Annual Report Download - page 162

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(Management Committee Level)
As amended and restated effective January 1, 2015
1. Background and Purpose
This severance/change in control policy (the “Policy”) was established effective July 26, 2005 by First Data Corporation, a Delaware corporation
(“FDC”), to enable FDC to offer a form of income protection to its Eligible Executives in the event their employment with the Company is involuntarily
terminated other than for Cause. The Policy was also intended to secure for the benefit of the Company the services of the Eligible Executives in the event of
a Change in Control without concern for whether such executives might be hindered in discharging their duties by the personal uncertainties and risks
associated with a Change in Control, by affording such executives the opportunity to protect the share value they have helped create as of the date of any
Change in Control and offering income protection to such executives in the event their employment terminates involuntarily or for Good Reason in
connection with a Change in Control.
On September 24, 2007 (the “Closing Date”), a Change in Control occurred by reason of the consummation of the Agreement and Plan of Merger by
and among New Omaha Holdings L.P., a Delaware limited partnership (“Parent”), Omaha Acquisition Corporation, a Delaware corporation and a wholly-
owned subsidiary of Parent, and First Data Corporation, a Delaware corporation, dated April 1, 2007 (the “Merger”). Effective September 24, 2007, this Policy
has been amended and restated to reflect the Merger, provided that as to any Eligible Executive who is not party to a Stock Option Agreement with respect to
any option granted under the Option Plan, this Policy shall be applied without regard to the September 24, 2007 amendment and restatement.
This Policy shall constitute a “welfare plan” within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”) and shall be construed in a manner consistent with such intent. To the extent the Company determines, in its sole discretion, that the
provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) may apply to this Policy, the Company shall adopt amendments
to the Policy or adopt other procedures or take any other actions that it determines are necessary or appropriate to either exempt this Policy from Code
Section 409A or to comply with the requirements of Code Section 409A, including without limitation amendments, procedures and actions with retroactive
effect. Notwithstanding the foregoing, any actions taken by the Company in this regard shall preserve to the maximum extent possible the benefits for
Eligible Executives contemplated in this Policy.
2. Effective Date
The effective date of this Policy as amended and restated is January 1, 2015 (the “Effective Date”).
3. Definitions
(i) “Base Salary” means the Eligible Executive's current annualized rate of base cash compensation paid on each regularly
scheduled payday for the executive's regular work schedule as of his or her Termination Date and is calculated to include any before-tax
contributions that are deducted for Company benefit plan purposes. Base Salary does not include taxable or nontaxable fringe benefits or awards,
vacation, performance awards, bonus, commission or other incentive pay, or any payments which are not made on each regular payday, regardless of
how such payments may be characterized.
(ii) “Board” means the Board of Directors of FDC.
(iii) “Cause” shall have the meaning ascribed to it in the 2007 Stock Incentive Plan for Key Employees of First Data Corporation
and its Affiliates (the “Option Plan”) or any Stock Option Agreement awarding stock options thereunder to which the Eligible Executive is a party.
(iv) “Change in Control” shall have the meaning ascribed to it in the Option Plan.
(v) “Company” means FDC or its subsidiaries or any successor (whether direct or indirect, by purchase, merger, consolidation,
reorganization or otherwise, including, without limitation, any successor due to a Change in Control) to the business or assets of FDC.