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Director Compensation for Fiscal 2014
The following table summarizes all compensation for our non-employee directors for fiscal 2014. Non-employee directors of the
Company do not receive any compensation ... respectively. The aggregate number of unvested restricted stock owned
by our non-employee directors at December 31. 2014 was as follows: Mr. Forehand. 141.810 shares of unvested restricted stock ... elsewhere in this prospectus. The aggregate holdings of stock
options owned by our non-employee directors at December 31, 2014 was as follows: Mr. Forehand, 1,044,003 stock options
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EFTA01377748Set 10
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Party and Other Transactions' for additional information regarding
these agreements.
Director Compensation
Our non-employee directors did not receive cash or equity compensation for their service on our board ... board of directors. As of December 31, 2014. none of our non-employee directors held any outstanding equity
awards to purchase shares of our common stock, other than Messrs. McKelvey ... regarding practices at comparable companies, approved a new compensation policy for our non-employee directors, effective
January 1, 2016, subject to the effectiveness of the registration statement of which this
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nominating and corporate governance committee will receive an annual fee of 52,500.
Non-employee directors will not receive per meeting attendance fees for attending meetings of our board ... member of that
committee.
Subject to any limits under our 2015 Plan, each non-employee director may elect to convert his or her cash compensation
under the non-employee director ... policy into an award of RSUs under our 2015 Plan. If the non-employee director makes this
election in a timely manner in accordance with the policy, each such award
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EFTA01382728Set 10
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defer their annual cash retainer in the First Data Holdings Inc. 2008 Non-Employee Director Deferred
Compensation Plan (the "Director Deferred Comp Plan"). Deferrals under the Director Deferred Comp Plan ... permitted or authorized by the General Corporation Law of the State of Delaware.
Non-Employee Director• Compensation for 2015
On February 24, 2015, the Holdings Committee approved cash and equity ... compensation to our non-employee directors, which
superseded and replaced the existing agreements with our non-employee directors.
Each non-employee director of Holdings associated with KKR will receive
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ycar will be 210,000 for employees and consultants and 210,000 for non-employee
directors. The maximum number of stock options that may be granted to any employee, non ... maximum number of SARs that may be granted to any employee, non-employee director or consultant in any plan year
will be 210,000.
In the event of any corporate
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EFTA01120889Set 9
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below regarding the Acceleration Provisions (as defined below) and
acceleration to non-employee directors and Board advisors.
As of June 3, 2011, the Company expects the Board will approve ... below regarding the Acceleration Provisions (as defined below) and
acceleration to non-employee directors and Board advisors.
3.16 Agreements; Action.
(a)
Hosain Rahman, an officer and director of the Company ... Change in Control of the Company (as
defined in the Plans) for non-employee directors and Board advisors.
3.21 Corporate Documents.
The Company's board minutes from its December
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below regarding the Acceleration Provisions (as defined below) and
acceleration to non-employee directors and Board advisors.
As of June 3, 2011, the Company expects the Board will approve ... below regarding the Acceleration Provisions (as defined below) and
acceleration to non-employee directors and Board advisors.
3.16 Agreements; Action.
(a)
Hosain Rahman, an officer and director of the Company ... Change in Control of the Company (as
defined in the Plans) for non-employee directors and Board advisors.
3.21 Corporate Documents.
The Company's board minutes from its December
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certain vesting requirements, which are generally three to five years for officers, non-employee directors, and
key employees, and are priced at the market value of the Company's common
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