FIRST DATA HOLDINGS INC.
2008 NON-EMPLOYEE DIRECTOR
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.
2.1 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
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 Participants or Beneficiarys 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 Participants Beneficiary shall be the
Participants Surviving Spouse if the Participant has a Surviving Spouse and
otherwise the Participants estate, and the Beneficiary of a Beneficiary shall
be the Beneficiarys Surviving Spouse if the Beneficiary has a Surviving Spouse
and otherwise the Beneficiarys 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
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 Directors 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
Directors Eligible Compensation under Section 3.1.
2.13 Eligible Compensation means 100% of an Eligible
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 Participants 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 Participants 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 Participants
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
Participants other assets to the extent that this liquidation would not itself
cause severe financial hardship. For the
purposes of the preceding sentence, the Participants 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 Participants
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 Committees determination shall consider any facts or
conditions deemed necessary or advisable by the Committee, and the Participant
be required to submit any evidence of the Participants circumstances that the
Committee requires. The determination as
to whether the Participants 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
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