First Data Corporation 160,000,000 Shares Class A Common Stock ($0.01 par value) Underwriting AgreementFirst Data Corp • October 1st, 2015 • Services-business services, nec • New York
First Data Corporation, a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 160,000,000 shares of Class A common stock, $0.01 par value (“Class A Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 24,000,000 additional shares of Class A Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain terms used herein are defined in Section 22 hereof.
PERSONAL AND CONFIDENTIAL [Insert Name] [Insert Address] Dear [Insert First Name]:First Data Corp • October 1st, 2015 • Services-business services, nec • Delaware
First Data Corporation (the “Company”) has identified you as key to the business of the Company and, as such, the Company desires to encourage you to remain employed with the Company. Accordingly, in connection with its contemplated initial public offering (the “IPO”), the Company is pleased to provide you with this Cash Bonus Agreement (the “Agreement”).
