First Data 2014 Annual Report Download - page 163

Download and view the complete annual report

Please find page 163 of the 2014 First Data annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 181

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181

(vi) “Disability” shall have the meaning ascribed to it under the Option Plan or any Stock Option Agreement awarding stock
options thereunder to which the Eligible Executive is a party.
(vii) “Eligible Executive” means an individual who is a member of the Company’s Management Committee unless such individual
is eligible, by virtue of an acquisition agreement or otherwise, to receive severance, termination, or similar benefits under another policy, plan,
program, or agreement.
(viii) “Good Reason” shall have the meaning ascribed to it under the Option Plan or any Stock Option Agreement awarding stock
options thereunder to which the Eligible Executive is a party.
(ix) “Severance Benefits” are the benefits payable to an Eligible Executive pursuant to this Policy, other than the Change in
Control-related benefits referenced in Sections 8 hereof.
(x) “Severance Period” means the period for which Severance Benefits will be paid as reflected in Section 7 commencing on an
Eligible Executive’s Termination Date.
(xi) “Termination Date” is the date on which the Eligible Executive's employment with the Company terminates for a reason set
forth under Section 5.
(xii) “Years of Service” are the number of full years of uninterrupted service as an Eligible Executive up to his or her Termination
Date. Partial years of service are not taken into account for purposes of this Policy. Years of Service also include time spent on Company-approved
leave of absences, provided that no more than one (1) cumulative Year of Service will be credited for such leave of absences.
4. Eligibility
All Eligible Executives are eligible for benefits under this Policy.
5. Eligible Termination Reasons
An eligible termination reason is any involuntary separation of service with the Company other than for Cause or Disability, or any voluntary
separation of service by the Eligible Executive for Good Reason.
6. Non-Eligible Termination Reasons
A non-eligible termination reason is any reason for termination that is not an eligible termination reason under Section 5.
7. Severance Benefits
The provisions of this Section are subject, without limitation, to the provisions of Section 9 hereof.
(i) Severance Pay. If an Eligible Executive's employment with the Company is terminated after the Effective Date for any reason set
forth in Section 5, the Company shall pay the following amounts:
(a) an amount equal to the product of (i) the sum of the executive's Base Salary and the bonus paid to the executive, if any,
pursuant to the Company's Senior Executive Incentive Plan (or the bonus plan then applicable to the executive) for the year immediately preceding
the year in which the Termination Date occurs, and (ii) one (1) year (the “Severance Period”) ; plus
(b) A pro-rata portion of the bonus paid to the Eligible Executive pursuant to the Company’s Senior Executive Incentive
plan (or the bonus plan then applicable to the executive) for the year immediately preceding the year in with the Termination Date occurs. Such
payment shall be based on the portion of the year the Eligible Executive was actively employed by the Company. Any such bonus payment will be
made within 30 days of the Eligible Executive signing their Agreement & Release (but no later than March 15th of the calendar year following the
Termination Date).