First Data 2014 Annual Report Download - page 166

(iv) If, after the receipt by the Eligible Executive of an amount advanced by the Company pursuant to Section 8(iii), the Eligible
Executive becomes entitled to receive, and receives, any refund with respect to such claim, the Eligible Executive shall (subject to the Company's
complying with the requirements of Section 8(iii)) promptly pay to the Company the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after the receipt by the Eligible Executive of an amount advanced by the Company pursuant to
Section 8(iii), a determination is made that the Eligible Executive shall not be entitled to any refund with respect to such claim and the Company
does not notify the Eligible Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such
determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid.
(v) This Section 8 shall not apply with respect to any Payment that would otherwise be subject to the Excise Tax if such Excise Tax
would be avoided by obtaining stockholder approval of the Payment in the manner prescribed by Section 280G of the Code and regulations
thereunder.
(vi) Any payments that the Company is required to pay to or on behalf of the Executive pursuant to this Section 8 shall be paid
within the time periods specified under Section 8; provided, that in no event shall such payments be made later than the end of the calendar year
following the calendar year in which the corresponding taxes are remitted.
9. Requirement of Release
The provision of Severance Benefits under this Policy is conditioned upon the Eligible Executive timely signing an Agreement and Release (in a
form satisfactory to the Company) which will include restrictive covenants and a comprehensive release of all claims. The Eligible Executive must sign the
Agreement and Release within fifty (50) days following the date of the termination of the Eligible Executive’s employment (which Agreement and Release
shall be delivered to the eligible Executive within five (5) days following the date of such termination). In this Agreement and Release, the Eligible
Executive will be asked to release the Company and its employees from any and all claims the Eligible Executive may have against them, including but not
limited to any contract, tort, or wage and hour claims, and any claims under Title VII, the ADEA, the ADA, ERISA, and other federal, state or local laws. Under
the Agreement and Release, the Eligible Executive must also agree not to solicit business similar to any business offered by the Company, not to recruit,
solicit, or encourage any employee to leave their employment with the Company, not to disclose any of Company's trade secrets or confidential information,
and not to disparage the Company or its employees in any way. These obligations are in addition to any other non-solicitation, noncompete, nondisclosure,
or confidentiality agreements the Eligible Executive may have executed while employed by the Company. Should the Eligible Executive violate any
applicable confidentiality, non-competition and non-solicitation provisions following receipt of Severance Pay, or should the Company discover after
termination that the executive engaged while employed by the Company in conduct that would have resulted in a termination for Cause, the Company shall
be entitled to immediately cease payment of any remaining severance benefits under this Policy and to repayment by the executive of 90% of the total
amount of Severance Pay (provided under Section 7) the Eligible Executive has, as of such date, received under this Policy.
10. Method of Payment
With respect to cash Severance Benefits which are excludible from the requirements of Code Section 409A under the involuntary separation pay
exception of Treasury Regulation Section 1.409A-1(b)(9)(iii) (the “Excludible Amount”), the Company reserves the right to determine whether the
Excludible Amount shall be paid to an Eligible Executive under the Policy in a single lump sum or in substantially equal installments, and to choose the
timing of such payments; provided that a lump sum shall be paid within one (1) month following the Eligible Executive’s Termination Date, and installments
shall commence no later than the second month following the Eligible Executive’s Termination Date (or, if later, the earliest date the Company determines
will not result in a violation of Code Section 409A, if applicable), and shall be paid in full no later than the end of the Severance Period. Any cash Severance
Benefits in excess of the Excludible Amount (the “Excess Amount”) payable to an Eligible Executive under the Policy shall be paid in substantially equal
monthly installments; provided that the installments shall commence no later than the second month (which shall be in all cases within 90 days) following
the Eligible Executive’s Termination Date (or, if later, the earliest date the Company determines will not result in a violation of Code Section 409A, if
applicable), and shall be paid in full no later than the end of the Severance Period. Notwithstanding the foregoing, in no event shall payment of any
Severance Benefit be made prior to the Eligible Executive’s Termination Date or prior to the effective date of the Agreement and Release described in
Section 9 above or (prior to the earliest date the Company determines will not result in a violation of Code Section 409A, if applicable). Notwithstanding the
foregoing, with respect to the Excess Amount, if termination of the Eligible Executive’s employment occurs within fifty (50) days of the end of the calendar
year, the first payment will be made on the later of (I) the effective date of the Agreement and Release, or (II) January