Western Union 2013 Annual Report Download - page 70

Compensation Discussion and Analysis PROXY STATEMENT
The Western Union Company – Proxy Statement | 52
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
start date, starting salary, bonus target and long-term
incentive award target. The terms of the executive’s
employment are based thereafter on sustained good
performance rather than contractual terms, and the
Company’s policies, such as the Executive Severance
Policy, will apply as warranted.
Under certain circumstances, the Compensation
Committee recognizes that special arrangements with
respect to an executive’s employment may be necessary
or desirable. For example, Mr. Ersek, the Company, and
a subsidiary of the Company entered into agreements
in November 2009 relating to his 2009 promotion to
Chief Operating Officer, which were amended effective
September 2010 to reflect his 2010 promotion to President
and Chief Executive Officer. Employment contracts are a
competitive market practice in Austria where Mr. Ersek
resided at the time he assumed his position as Chief
Operating Officer and the Compensation Committee
believes the terms of his agreements are consistent
with those for similarly situated executives in Austria. In
addition, the Company entered into a letter agreement
with Mr. Agrawal in January 2012 describing the terms
and conditions applicable to Mr. Agrawal’s expatriate
assignment. Please see the “Executive Compensation-
Narrative to Summary Compensation Table and Grants
of Plan-Based Awards Table-Employment Arrangements”
section of this Proxy Statement for a description of the
material terms of Mr. Ersek’s employment agreement and
Mr. Agrawal’s expatriate agreement.
Stock Ownership Guidelines
To align our executives’ interests with those of our
stockholders and to assure that our executives own
meaningful levels of Western Union stock throughout
their tenures with the Company, the Compensation
Committee established stock ownership guidelines that
require each of the named executive officers to own
Company Common Stock worth a multiple of base salary.
Under the stock ownership guidelines, the executives must
retain, until the required ownership guideline levels have
been achieved and thereafter if required to maintain the
required ownership levels, at least 50% of after-tax shares
resulting from the vesting of restricted stock and restricted
stock units and at least 50% of the shares acquired upon
exercise of stock options after the payment of the exercise
price, broker fees, and related tax withholding obligations.
The chart below shows the salary multiple guidelines and
the equity holdings that count towards the requirement as
of March 20, 2014.
Executive Guideline Status
Hikmet Ersek 5x salary Meets guideline
Rajesh K. Agrawal 2x salary Must hold 50% of
after-tax shares until
guideline is met
J. David Thompson 2x salary Meets guideline
John R. Dye 2x salary Must hold 50% of
after-tax shares until
guideline is met
What Counts Toward the
Guideline
What Does Not Count
Toward the Guideline
• WesternUnion
securities owned
personally
• Unexercisedstock
options
• Sharesheldinany
Western Union benefit
plan
• Performance-based
restricted stock units
• After-tax value of
unvested shares of
restricted stock and
restricted stock units
Prohibition on Pledging and Hedging of the
Company’s Securities
The Company’s insider trading policy prohibits the
Company’s executive officers and directors from pledging
the Company’s securities or engaging in hedging or short-
term speculative trading of the Company’s securities,
including, without limitation, short sales or put or call
options involving the Company’s securities.