First Data 2014 Annual Report Download - page 168

any person being considered for promotion or hire as an Eligible Executive which would provide severance or change in control-type benefits.
18. Miscellaneous
No executive vests in any entitlement to or eligibility for benefits under this Policy until he or she has satisfied all requirements for eligibility and
the conditions required to receive the benefits specified in this Policy have been satisfied. No interest accrues on any benefit to which an Eligible Executive
may be entitled under this Policy. Eligible Executives cannot assign or pledge any benefits that they are eligible for under this Policy. Subject to state and
federal law, no creditor may attach or garnish any Eligible Executive's Policy benefits. This Policy does not create any contract of employment or right to
employment for any period of time. Employment with the Company is at-will, and may be terminated by either the Company or the Eligible Executive at any
time for any reason.
19. Review Procedure
Executives eligible to receive benefits under this Policy will be notified of such eligibility as soon as administratively practicable after the event
occurs which gives rise to the provision of Policy benefits. If an executive who believes he or she is eligible to receive Policy benefits does not receive such
notice or disagrees with the amount of benefits set forth in such notice, or if an executive is informed that he or she is not eligible for benefits under this
Policy, the executive (or his or her legal representative) may file a written claim for benefits with the Company's senior human resources executive or such
other officer or body designated by the Committee for this purpose. The written claim must include the facts supporting the claim, the amount claimed, and
the executive's name and mailing address.
If the claim is denied in part or in full, the Company's senior human resources executive (or other designated officer or body) will notify the
executive by mail no later than 90 days (or 180 days in special circumstances) after receipt of the written claim. The notice of denial will state the specific
reasons for the denial, the provisions of the Policy on which the denial is based, a description of any additional information or material required by the
Committee to consider the claim if applicable, as well as an explanation as to why such information or material is necessary, an explanation of the Policy's
review procedures and the time limits applicable to such procedures, and the executive's right to bring a civil action under ERISA Section 502(a) in the event
of an adverse determination upon review.
An executive (or his or her legal representative) may appeal the denial by filing a written appeal with the Committee. The written appeal must be
received no later than 60 days after the executive or legal representative received the notice of denial. During the same 60-day period, the executive or legal
representative may have reasonable access to pertinent documents and may submit written comments and supporting documents, records and other materials
to the Committee. The Committee will review the appeal and notify the executive or legal representative by mail of its final decision no later than the next
regularly scheduled Committee meeting, or if the appeal is received less than 30 days before such meeting, the second regularly scheduled meeting after the
Committee receives the written appeal.
20. Notwithstanding any provision of the Plan to the contrary, the Plan is intended to comply with the requirements of Code Section 409A.
Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Code Section 409A. Further, for purposes
of the limitations on nonqualified deferred compensation under Code Section 409A, each payment of compensation under this Plan shall be treated as a
separate payment of compensation. Any amounts payable solely on account of an involuntary separation from service of an Eligible Executive within the
meaning of Code Section 409A shall be excludible from the requirements of Code Section 409A, either as involuntary separation pay or as short-term deferral
amounts to the maximum possible extent. Notwithstanding any provision of the Plan to the contrary, if an Eligible Executive is a “specified employee”
within the meaning of Code Section 409A at the time of termination of employment, to the extent necessary to comply with Code Section 409A, any
payment required under this Plan shall be delayed for a period of six (6) months after termination of employment pursuant to Code Section 409A, regardless
of the circumstances giving rise to or the basis for such payment. Payment of such delayed amount shall be paid in a lump sum within ten (10) days after the
end of the six (6) month period. If the Eligible Executive dies during the postponement period prior to the payment of the delayed amount, the amounts
delayed on account of Code Section 409A shall be paid to the personal representative of the Eligible Executive’s estate within ninety (90) days after the date
of the Eligible Executive’s death. For these purposes, a “specified employee” shall mean an employee who, at any time during the 12-month period ending
on the identification date, is a “specified employee” under Code Section 409A, as determined by the Company. The determination of “specified employees,”
including the number and identity of persons considered “specified employees” and the identification date, shall be made by the Company in accordance
with the provisions of Code Sections 416(i) and 409A.