Western Union 2013 Annual Report Download - page 78

Executive Compensation PROXY STATEMENT
The Western Union Company – Proxy Statement | 60
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
(4) These amounts represent stock options granted under the Long-Term Incentive Plan. For actively employed
executives, these options vest in 25% increments on each of the first through fourth year anniversaries of the date
of grant. In connection with his separation from the Company and pursuant to the Separation Agreement, Mr.
Scheirman received a prorated portion of this award.
(5) The amounts shown in this column are valued based on the aggregate grant date fair value computed in accordance
with FASB ASC Topic 718 and, in the case of the performance-based restricted stock units, are based upon the
probable outcome of the applicable performance conditions. See Note 16 to the Consolidated Financial Statements
included in our Annual Report on Form 10-K for the year ended December 31, 2013 for a discussion of the relevant
assumptions used in calculating the amounts.
Narrative to Summary Compensation Table and Grants of Plan-Based
Awards Table
Employment Arrangements
As noted in the Compensation Discussion and Analysis,
the Company generally executes a written offer of
employment prior to the time an executive joins the
Company which describes the basic terms of the
executive’s employment, including his or her 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.
As noted in the Compensation Discussion and Analysis,
under certain circumstances, the Compensation
Committee recognizes that special arrangements with
respect to an executive’s employment may be necessary or
desirable. Accordingly, during 2013, Mr. Ersek was party
to an employment agreement pursuant to which Mr. Ersek
agreed to serve as the Company’s President and Chief
Executive Officer. The terms of Mr. Ersek’s employment
agreement provide for (i) eligibility to participate in
the Company’s Annual Incentive Plan and Long-Term
Incentive Plan and (ii) eligibility to participate in retirement,
health, and welfare benefit programs on the same basis
as similarly situated employees in Austria. Mr. Ersek’s
employment agreement also includes non-competition,
non-solicitation, and confidentiality provisions.
During 2013, the Company was also party to a letter
agreement with Mr. Agrawal describing the terms
and conditions applicable to Mr. Agrawal’s expatriate
assignment and his relocation from Colorado to the
United Kingdom. Mr. Agrawal’s letter agreement provides
for, among other benefits, (i) eligibility to participate in
the Company’s Annual Incentive Plan and Long-Term
Incentive Plan, and (ii) relocation benefits, which include
(A) customary relocation benefits and allowances, (B) an
annual relocation bonus equal to one month of base
salary for each 12 months of Mr. Agrawal’s assignment,
(C) a housing and utility allowance not to exceed $22,000
per month, (D) a company car, (E) limited travel expenses
for Mr. Agrawal and his immediate family, and (F) an
education allowance for dependent children.
The Company has an Executive Severance Policy for
the payment of certain benefits to senior executives,
including our named executive officers, upon termination
of employment from Western Union and upon a change-
in-control of Western Union. In connection with his
2014 separation from the Company and pursuant to the
Separation Agreement, Mr. Scheirman became entitled to
benefits under the Executive Severance Policy. Please see
the “-Potential Payments Upon Termination or Change-in-
Control” section for a description of the policy.
Awards
In February 2013, the Compensation Committee granted
the Chief Executive Officer and the then serving Executive
Vice Presidents long-term incentive awards under the
Long-Term Incentive Plan, consisting of 33% stock option
awards and 67% performance-based restricted stock
units. The stock options granted to each of the named
executive officers are subject to time-based vesting
provisions described in the footnotes to the 2013 Grants
of Plan-Based Awards Table. The 2013 performance-
based restricted stock unit awards will vest if and only to