EFTA01382728.pdf

X- I/A Table of Contents Joe W. Forehand. While serving as our Chairman of the Holdings Board, Mr. Forehand was entitled to receive a cash retainer of $800,000 a year and he was also provided with an $800,000 discretionary bonus opportunity based primarily on our performance during the year. During 2014. Mr Forehand received a cash retainer of (1) $133,000 for his service as Chairman of the Holdings Board prior to March 5, 2014, (2) a cash bonus of $110.000 in recognition of the work and leadership he provided as Chairman of the Holdings Board prior to March 5, 2014, (3) a $75,000 cash retainer for service as a director on the Holdings Board following March 5, 2014. and (4) a grant on March 5, 2014 of 158,182 options to purchase shares of common stock of Holdings pursuant to the 2007 Equity Plan and a grant of 9.886 shares of Holdings restricted stock for his service as a director on the Holdings Board following March 5, 2014. The restricted stock will vest upon the later of the end of lockup period following an initial public offering, and throe years from the grant date. The options will vest in equal annual installments. 33% per year, over a three year period from the grant date and have a ten-year term. Heidi Ahller. Ms. Miller received a $75,000 cash retainer for her service on the Holdings Board and a grant of 158,182 options to purchase shares of common stock of Holdings pursuant to the 2007 Equip• Plan and a grant of 9,886 shares of Holdings restricted stock. The restricted stock will vest upon the later of the end of lockup period following an initial public offering, and three years from the grant date. The options will vest in equal annual installments, 33% per year. over a throe year period from the grant date and have a ten-year term. James Nevels. Mr. Nevels received a $75,000 cash retainer for his service on the Holdings Board and a grant of 158,182 options to purchase shares of common stock of Holdings pursuant to the 2007 Equip• Plan and a grant of 9,886 shares of Holdings restricted stock. The restricted stock will vest upon the later of the end of lockup period following an initial public offering, and three years from the grant date. The options will vest in equal annual installments, 33% per year, over a three year period from the grant date and have a ten-year tent All directors arc eligible to 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 track the value of shares of Holdings and are payable to participants only upon separation from service or death. Reimbursements Directors are reimbursed for their expenses incurred in attending Board, committee and shareholder meetings. including those for travel. meals and lodging. Directors are also reimbursed for their expenses incurred in attending director education programs. The Company also provided office space and administrative support for Mr. Humeri in support of performance of his duties as a senior advisor from January 2014 through May 2014. bekmntfication The Company's amended and restated certificate of incorporation provides that the Company shall indemnify and hold harmless each director to the fullest extent 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 an annual cash retainer of $40,000, payable in semi-annual installments. 177 http://vanv.see.gov/Archi vecledgaddataht83980/000119312515334479/d31022dsla.htmill0/14/2015 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0082196 CONFIDENTIAL SONY GM_00228380 EFTA01382728