Deferred Compensation Plan (2008)Full Document 

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Exhibit 10.25






1.                                       COVERAGE OF PLAN


The Plan is unfunded and is maintained for the purpose of providing non-employee directors of the Company and each Participating Company the opportunity to defer the receipt of compensation otherwise payable to such individuals in accordance with the terms of the Plan.


2.                                       DEFINITIONS


                                                2.1        Account” means each of the bookkeeping accounts established pursuant to Section 5.1 and maintained by the Company and each Participating Company in the names of the respective Participants, to which all amounts deferred under the Plan and investment return on such amounts shall be credited, and from which all amounts distributed under the Plan shall be debited.


                                                2.2        Active Participant” means each Participant who is an active Eligible Director.


                                                2.3        Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person.  For purposes of this definition, the term “control,” including its correlative terms “controlled by” and “under common control with,” mean, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.


                                                2.4        Beneficiary” means such person or persons or legal entity or entities, including, but not limited to, a family trust or an organization exempt from federal income tax under section 501(c)(3) of the Code, designated by a Participant or Beneficiary to receive benefits pursuant to the terms of the Plan after such Participant’s or Beneficiary’s death.  If no Beneficiary is designated by the Participant or Beneficiary, or if no Beneficiary survives the Participant or Beneficiary (as the case may be), the Participant’s Beneficiary shall be the Participant’s Surviving Spouse if the Participant has a Surviving Spouse and otherwise the Participant’s estate, and the Beneficiary of a Beneficiary shall be the Beneficiary’s Surviving Spouse if the Beneficiary has a Surviving Spouse and otherwise the Beneficiary’s estate.


                                                2.5        Board” means the Board of Directors of the Company and each Participating Company.


                                                2.6        Change of Control” has the same meaning as the definition of “change in control” in the 2007 Stock Incentive Plan for Key Employees of First Data Corporation and its Affiliates, as amended from time to time, to the extent such definition complies with Code Section 409A.


                                                2.7        Code” means the Internal Revenue Code of 1986, as amended.





                                                2.8                         Committee” means the committee appointed by the Board of the Company to administer the Plan, which shall be the Compensation and Benefits Committee of the Board of the Company.


                                                2.9                         Company” means First Data Holdings Inc., including any successor thereto by merger, consolidation, acquisition of all or substantially all the assets thereof, or otherwise.


                                                2.10                   Compensation” means an Eligible Director’s cash retainer and fees for services performed as an Eligible Director.


                                                2.11                   Deceased Participant” means:


                                                                                        2.11.1         A Participant whose service as an Eligible Director is terminated by death; or


                                                                                        2.11.2         An Inactive Participant who dies following termination of his or her service as an Eligible Director.


                                                2.12                   Election” means a written election on a form approved by the Committee, filed with the Committee, in accordance with Article 3, pursuant to which an Eligible Director may elect to defer all of the Eligible Director’s Eligible Compensation under Section 3.1.


                                                2.13                   Eligible Compensation” means 100% of an Eligible Director’s Compensation.


                                                2.14                   Eligible Director” means each member of the Board who is not an employee of the Company, any Participating Company, any of their subsidiaries or any of their Affiliates.


                                                2.15                   Hardship” means a Participant’s severe financial hardship due to an unforeseeable emergency resulting from a sudden and unexpected illness or accident of the Participant, or, a sudden and unexpected illness or accident of a dependent (as defined by section 152(a) of the Code, without regard to sections 152(b)(1), 152(b)(2), and 152(d)(1)(B)) of the Participant, or loss of the Participant’s property due to casualty, or other similar and extraordinary unforeseeable circumstances arising as a result of events beyond the control of the Participant. A need to send the Participant’s child to college or a desire to purchase a home is not an unforeseeable emergency.  No Hardship shall be deemed to exist to the extent that the financial hardship is or may be relieved (a) through reimbursement or compensation by insurance or otherwise, (b) by borrowing from commercial sources on reasonable commercial terms to the extent that this borrowing would not itself cause a severe financial hardship, (c) by cessation of deferrals under the Plan, or (d) by liquidation of the Participant’s other assets to the extent that this liquidation would not itself cause severe financial hardship.  For the purposes of the preceding sentence, the Participant’s resources shall be deemed to include those assets of his spouse and minor children that are reasonably available to the Participant; however, property held for the Participant’s child under an irrevocable trust or under a Uniform Gifts to Minors Act custodianship or Uniform Transfers to Minors Act custodianship shall not be treated as a resource of the Participant.  The Committee shall determine whether the circumstances of the Participant constitute an unforeseeable emergency and thus a Hardship within the meaning of this Section 2.15.  Following a uniform procedure, the Committee’s determination shall consider any facts or conditions deemed necessary or advisable by the Committee, and the Participant








shall be required to submit any evidence of the Participant’s circumstances that the Committee requires.  The determination as to whether the Participant’s circumstances are a case of Hardship shall be based on the facts of each case; provided however, that all determinations as to Hardship shall be uniformly and consistently made according to the provisions of this Section 2.15 for all Participants in similar circumstances.


                                                2.16                   Inactive Participant” means each Participant (other than a Deceased Participant) who is not an Active Participant.


                                                2.17                   New Eligible Director” means a member of the Board who becomes an Eligible Director for the first time during a Plan Year.


                                                2.18                   Participant” means each individual who has made an Election, and who has an undistributed amount credited to an Account under the Plan, including an Active Participant, a Deceased Participant, and an Inactive Participant.

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