First Data 2014 Annual Report Download - page 164

(ii) Continued Benefits Coverage. If an Eligible Executive's employment with the Company is terminated after the Effective Date
for any reason set forth in Section 5, subject to the terms of any applicable plan documents and the remaining provisions of this subsection, the
Company shall provide the Eligible Executive (and his or her dependents) for the duration of the Severance Period with all welfare benefits coverage
which the Eligible Executive (or his or her dependents) was participating in or receiving as of the Termination Date. The cost to the Eligible
Executive of such coverage and the terms and conditions of such coverage during the Severance Period shall be the same as those applicable to
similarly situated active employees during such period. Notwithstanding the foregoing, after the expiration of the first year of the Severance Period,
the Eligible Executive (and his or her dependents) shall lose Company-sponsored group health coverage unless a timely election is made for
continued group health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”). The Company
shall pay to the Eligible Executive, as an additional Severance Benefit, a lump sum approximately equal to the difference in cost between COBRA
premiums and active employee premiums for period of time remaining, if any, in the Severance Period of COBRA coverage calculated by the
Company in its discretion as of the Termination Date, which payment shall constitute taxable income to the Eligible Executive and which shall be
paid no later than the 30th day following the expiration of the first year of the Severance Period. An Eligible Executive receiving Severance Benefits
under this Policy shall also be entitled to receive during the Severance Period any financial planning benefits which the Eligible Executive was
receiving as of the Termination Date, but shall not be entitled to receive any other perquisites after such date. Notwithstanding the foregoing, the
executive's continued benefits coverage under this subsection shall cease as of the date the executive becomes eligible to receive such benefits
under a subsequent employer's benefit programs. Eligible Executives receiving Severance Benefits under this Policy are not eligible to continue
contributions to the Company's qualified retirement plans or nonqualified deferred compensation program.
(iii) Incentive Awards. If an Eligible Executive's employment with the Company is terminated after the Effective Date for any
reason set forth in Section 5, outstanding cash incentive awards granted to the Eligible Executive that are eligible to become fully vested and
payable solely contingent upon the Eligible Executive's continued employment and the passage of time shall continue to vest and be payable in
accordance with their terms, notwithstanding the executive's earlier termination of employment.
8. Certain Additional Payments
(i) Notwithstanding anything to the contrary set forth herein, but subject to clause (v) below, if it is determined that any payments
or benefits provided by the Company to or on behalf of an Eligible Executive (whether pursuant to the terms of this Policy or otherwise) (any such
payments or benefits being referred to in this Section as “Payments”), but determined without taking into account any additional payments required
under this Section, would be subject to the excise tax imposed by Code Section 4999, or any interest or penalties are incurred by the Eligible
Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, collectively referred to herein as the
“Excise Tax”), then the Eligible Executive will be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount so that after
payment by the Eligible Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without
limitation, any income taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment,
the Eligible Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the
foregoing, if it is determined that the Eligible Executive is entitled to a Gross-Up Payment, but that the Payments to the Eligible Executive do not
exceed 110% of the amount which is one dollar less than the smallest amount that would give rise to any Excise Tax (the “Reduced Amount”), then
no Gross-Up Payment will be made to the Eligible Executive and the Payments shall be reduced to the Reduced Amount. In such event, the
reduction will occur in the following order: (i) reduction of cash payments; (ii) cancellation of accelerated vesting of equity awards; and (iii)
reduction of employee benefits. If acceleration of vesting of compensation from an Eligible Executive's equity awards is to be reduced, such
acceleration of vesting shall be cancelled in the reverse order of the date of grant, unless the Eligible Executive elects in writing a different order for
cancellation, provided, however, such election by the Eligible Executive shall apply only to equity awards that do not constitute nonqualified
deferred compensation within the meaning of Code Section 409A.
(ii) Subject to the provisions of Section 8(iii), all determinations required to be made under this Section, including whether and
when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination,
will be made by the independent registered public accounting firm engaged by the Company for general audit purposes as of the day prior to the
effective date of the Change in Control (the “Accounting Firm”). In the event that the Accounting Firm is serving as accountant or auditor for the
individual, entity or group effecting the Change in Control, the Company shall appoint another nationally