DESCRIPTION OF COMPENSATION OF DIRECTORS
Exhibit 10.31
DESCRIPTION OF COMPENSATION OF DIRECTORS
First Data Corporation (the Company) directors do not receive compensation. However, all of the directors of the Company are also directors of the Companys parent company, First Data Holdings Inc. (Holdings). Except with respect to the Chairperson, the Governance, Compensation and Nominations Committee (the Committee) of the Board of Directors of Holdings has approved compensation for each non-employee directors of Holdings of $40,000 per year payable in semi-annual installments. Such directors may make an election to defer compensation earned in each calendar year under the First Data Holdings Inc. 2008 Non-Employee Director Deferred Compensation Plan. All amounts deferred will accrue earnings based on the performance of Holdings common stock and be paid to the director upon termination of the directors service, subject to acceleration of the payout under certain circumstances. With respect to the Chairperson of the Board of Directors of Holdings, the Committee has approved compensation of $800,000 per year payable in monthly installments and an annual bonus as determined at the discretion of the Committee. The current target annual bonus for the Chairperson is $800,000. Mr. Joe W. Forehand, the Companys current Chairperson, is not eligible to make additional deferrals into the 2008 Non-Employee Director Deferred Compensation Plan.