0001193125-10-127733 Sample Contracts

FORM OF MANAGEMENT STOCKHOLDER’S AGREEMENT
’s Agreement • May 25th, 2010 • First Data Corp • Services-computer processing & data preparation • Delaware

This Management Stockholder’s Agreement (this “Agreement”) is entered into as of among First Data Holdings Inc., a Delaware corporation (the “Company”), New Omaha Holdings L.P., a Delaware limited partnership (“Parent”), and the undersigned person (the “Management Stockholder”) (the Company, Parent and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 7(b) of this Agreement.

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FIRST DATA HOLDINGS INC. FORM OF RESTRICTED STOCK AWARD AGREEMENT TERMS AND CONDITIONS
Restricted Stock Award Agreement • May 25th, 2010 • First Data Corp • Services-computer processing & data preparation • Delaware
FORM OF STOCK OPTION AGREEMENT FOR U.S. EMPLOYEES
Stock Option Agreement • May 25th, 2010 • First Data Corp • Services-computer processing & data preparation • Delaware

THIS AGREEMENT, is made by and between First Data Holdings Inc., a Delaware corporation (hereinafter referred to as the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or a Subsidiary or Affiliate of the Company (hereinafter referred to as the “Optionee”). Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the 2007 Stock Incentive Plan for Key Employees of First Data Corporation and its Affiliates (the “Plan”).

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