Exhibit 10.26
November 26, 2005
Mr. Henry C.
Duques
Dear Mr. Duques:
This letter sets forth the terms and
conditions of your employment with First Data Corporation (the
“Company”).
1. Duties . Effective as of
November 26, 2005 (the “Commencement Date”), you
will commence employment as the Chief Executive Officer of the
Company . You shall also be elected as a member of the Board of
Directors (the “Board”). You will become Chairman of
the Board, effective as of January 1, 2006. You will devote
all of your skill, knowledge and full working time (reasonable
vacation time and absence for sickness or disability excepted)
solely and exclusively to the conscientious performance of your
duties hereunder.
2. Term . You shall serve
hereunder for such period as shall be determined by the Board,
which is currently expected to be approximately two years from the
Commencement Date. It is agreed and understood that the Board may,
at any time, appoint another person to serve as Chief Executive
Officer and/or Chairman of the Board. In the event that you are
replaced as to only one such position, you shall have the right,
upon thirty days’ written notice to the Board (or such lesser
period of notice as the Board shall accept), to terminate your
employment hereunder. It is also agreed and understood that, except
with respect to the special provisions applicable in respect of the
Options (as set forth in paragraph 4 hereof), you shall not be
entitled to any severance or other termination or retirement
benefits on account of your separation from employment.
3. Base Salary . As
consideration for the services to be performed by you under the
terms of this letter, the Company will pay you a base salary in the
amount of $250,000 per annum, payable at the same time as the
Company pays salary to its other executive employees and subject to
all applicable deductions or reductions therein made pursuant to
your elections under the Company’s compensation plans or
programs. The Company recognizes that you have requested this level
of salary in consideration for the grant of stock options referred
to below.
4. Annual Bonus . You will be
eligible to receive an annual bonus, starting with calendar year
2006, based on the achievement of such performance objectives as
shall be determined by the Board (or the duly authorized committee
thereof). Your target annual bonus will be $1.4 million, with the
opportunity to receive a greater or lesser amount (including zero)
depending on the assessed level of performance. Except in the event
that you shall be employed for less than the full calendar year for
any of the reasons specified in paragraph 2 (in which case the
Board or a duly authorized committee shall determine the amount to
be payable to you for such partial calendar year), payment of any
such annual bonus shall be contingent on your being employed for
the full calendar year.
5. Stock Options . Effective
as of the Commencement Date, you will be granted a stock option
having a five-year term in respect of 850,000 shares of the
Company’s common stock (the “Option̶
