Amendment No. 1 to First Data Corporation 1993 Director's Stock Option Plan

Summary

This amendment, effective May 10, 2000, modifies the First Data Corporation 1993 Director's Stock Option Plan. It clarifies the rights of executors or heirs to exercise stock options (both Nonqualified and Purchased Stock Options) held by non-employee directors who die while holding unexercised options. The amendment allows these options to be exercised within one year of the director's death, subject to certain conditions. The amendment was adopted by the Board of Directors and signed by the corporate secretary.

EX-10.1 2 0002.txt AMENDMENT 1 TO DIRECTOR'S STOCK OPTION PLAN EXHIBIT 10.1 AMENDMENT NO. 1 TO THE FIRST DATA CORPORATION 1993 DIRECTOR'S STOCK OPTION PLAN WHEREAS, the shareholders of First Data Corporation (the "Corporation") adopted and established the First Data Corporation 1993 Director's Stock Option Plan (the "Plan"); and WHEREAS, Section 9 of the Plan authorizes the Board of Directors of the Corporation (the "Board") to amend the Plan. NOW, THEREFORE, the Board hereby amends the Plan effective May 10, 2000 to read as follows. 1. Section 5(d)(iii)(B), Nonqualified Stock Options, shall be amended to read as follows:: (B) if a Non-Employee Director to whom a NQO has been granted shall die holding a NQO that has not expired and has not been fully exercised, his executors, administrators, heirs or distributees, as the case may be, may, at any time within one year after the date of such death (but in no event after the NQO has expired under the provisions of Subparagraph 5(d)(i) above), exercise the NQO with respect to any shares of common stock as to which the decedent could have exercised the NQO at the time of his death or which become exercisable within one year after his death, provided that for any NQO granted to a Non-Employee Director whose death occurs prior to May 1, 2000, such exercise shall apply to the total number of shares covered by the NQO grant; or 2. Section 6(f)(ii), Purchased Stock Options, shall be amended to read as follows: (ii) if a Non-Employee Director to whom a PSO has been granted shall die holding a PSO that has not expired and has not been fully exercised, his executors, administrators, heirs or distributees, as the case may be, may, at any time within one year after the date of such death (but in no event after the PSO has expired under the provisions of Subparagraph 6(e) above), exercise the PSO with respect to any shares of common stock as to which the decedent could have exercised the PSO at the time of his death or which become exercisable within one year after his death, provided that for any PSOs granted to a Non-Employee Director whose death occurs prior to May 1, 2000, such exercise shall apply to the total number of shares covered by the PSO; and 3. Except as otherwise specifically provided, this Amendment will be effective May 10, 2000. 4. Any inconsistent provision of the Plan shall be read consistent with this Amendment. IN WITNESS WHEREOF, this Amendment has been adopted by resolution of the First Data Corporation Board of Directors at its meeting on May 10, 2000. By: /s/ Michael T. Whealy ------------------------ Michael T. Whealy, Secretary 25