Western Union 2013 Annual Report Download - page 81

63 | The Western Union Company – Proxy Statement
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Executive Compensation PROXY STATEMENT
Footnotes:
(1) Grants prior to September 29, 2006 represent option awards granted to the named executive officer under the
First Data Corporation equity compensation plans that were replaced with substitute Western Union options that
were adjusted to preserve the pre-conversion intrinsic value of the First Data Corporation options. A portion of
these substitute options became fully vested in December 2005 when the First Data Compensation and Benefits
Committee accelerated the vesting of all First Data Corporation options outstanding under the 2002 First Data
Corporation Long Term Incentive Plan in anticipation of the adoption of FASB ASC Topic 718 (previously Financial
Accounting Standards Board Statement of Financial Accounting Standards No. 123), Share-Based Payment, in the first
quarter of 2006. A portion of the substitute options also vested through the normal passage of time. The remainder
of these substitute options became fully vested in September 2007 upon consummation of a change-in-control of
First Data Corporation.
(2) The market value of shares or units of stock that have not vested reflects a stock price of $17.25, the closing stock
price on December 31, 2013.
(3) In accordance with the SEC executive compensation disclosure rules, the amounts reported in this column are based on
achieving target performance goals. The market value of performance-based restricted stock units that have not vested
reflects a stock price of $17.25, the closing stock price on December 31, 2013.
(4) These options were awarded on February 20, 2013, and vest in 25% increments on each of the first through fourth year
anniversaries of the date of grant.
(5) These options were awarded on February 23, 2012, and vest in 25% increments on each of the first through fourth year
anniversaries of the date of grant.
(6) These options were awarded on September 15, 2011, and vest in 25% increments on each of the first through fourth year
anniversaries of the date of grant.
(7) These options were awarded on February 24, 2011, and vest in 25% increments on each of the first through fourth year
anniversaries of the date of grant.
(8) These options were awarded on November 2, 2010, and vest in 25% increments on each of the first through fourth year
anniversaries of September 1, 2010.
(9) These options were awarded on February 24, 2010, and vest in 25% increments on each of the first through fourth year
anniversaries of the date of grant.
(10) These options were awarded on April 26, 2012, and vest in 25% increments on each of the first through fourth year
anniversaries of the date of grant.
(11) Represents performance-based restricted stock units that vested on February 24, 2014. The payout level for
these performance-based restricted stock units was determined based on the Company’s revenue and EBITDA
performance during the 2011-2013 performance period and remained subject to time-based vesting requirements
until February 24, 2014.
(12) Represents performance-based restricted stock units that are scheduled to vest on February 23, 2015, provided that
the executive is still employed on the vesting date or as otherwise provided for pursuant to the Executive Severance
Policy. The payout level for these performance-based restricted stock units was determined based on the Company’s
revenue, EBITDA and growth in registered customers performance during the 2012-2013 performance period and
remains subject to time-based vesting requirements until February 23, 2015. Under the original terms of the award
agreements, these awards were also subject to payout modifiers based on TSR and stock price performance over
the 2012-2014 period if the payout level for the 2012-2013 performance goals was equal to or greater than 150%
of target. Because the payout levels for these awards is equal to 17% of target for the named executive officers
other than Mr. Ersek, and 13% of target for Mr. Ersek, the TSR and stock price payout modifiers will not be applied.
In connection with his separation and pursuant to the Separation Agreement, Mr. Scheirman is eligible to receive
a prorated payout of this award, based on actual achievement of the underlying performance goals and his service
during the performance period.