Western Union 2013 Annual Report Download - page 84

Executive Compensation PROXY STATEMENT
The Western Union Company – Proxy Statement | 66
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Incentive Savings Plan
We maintain a defined contribution retirement
plan (the “Incentive Savings Plan” or “ISP”) for our
employees on United States payroll, including each of
our named executive officers other than Mr. Ersek. The
ISP is structured with the intention of qualifying under
Section 401(a) of the Internal Revenue Code. Under the
ISP, participants are permitted to make contributions
up to the maximum allowable amount under the
Internal Revenue Code. In addition, we make matching
contributions equal to 100% of the first 3% of eligible
compensation contributed by participants and 50% of
the next 2% of eligible compensation contributed by
participants. For 2013, each participating named executive
officer was eligible to receive a Company contribution
equal to 4% of his eligible compensation. During 2013,
Mr. Ersek participated in the qualified retirement savings
plan made available to eligible employees in Austria.
Supplemental Incentive Savings Plan
We maintain a nonqualified supplemental savings plan, the
SISP, for certain of our employees on United States payroll,
including each of our named executive officers other than
Mr. Ersek. Under the SISP, participants may defer up to
80% of their salaries, including commissions and incentive
compensation (other than annual bonuses), and may make
a separate election to defer up to 80% of any annual
bonuses and up to 100% of any performance-based cash
awards they may earn. The SISP also provides participants
the opportunity to receive credits for matching contributions
equal to the difference between the matching contributions
that a participant could receive under the ISP but for the
contribution and compensation limitations imposed by the
Internal Revenue Code, and the matching contributions
allowable to the participant under the ISP. Participants are
generally permitted to choose from among the mutual
funds available for investment under the ISP for purposes
of determining the imputed earnings, gains, and losses
applicable to their SISP accounts. The SISP is unfunded.
Participants may specify the timing of the payment of their
accounts by choosing either a specified payment date or
electing payment upon separation from service (or a date
up to five years following separation from service), and in
either case may elect to receive their accounts in a lump
sum or in annual or quarterly installments over a period of
up to ten years. With respect to each year’s contributions
and imputed earnings, the participant may make a separate
distribution election. Subject to the requirements of
Section 409A of the Internal Revenue Code, applicable
Internal Revenue Service guidance, and the terms of the
SISP, participants may receive an early payment in the event
of a severe financial hardship and may make an election to
delay the timing of their scheduled payment by a minimum
of five years.
Potential Payments Upon Termination or Change-in-Control
Executive Severance Policy
We maintain 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. Under the Executive Severance
Policy, an eligible executive will become eligible for
benefits if (i) prior to a change-in-control, he or she is
involuntarily terminated by the Company other than on
account of death, disability or for cause, or (ii) after a
change-in-control, he or she is involuntarily terminated by
the Company other than on account of death, disability
or for cause or terminates his or her own employment
voluntarily for “good reason” (including a material
reduction in title or position, reduction in base salary
or bonus opportunity or an increase in the executive’s
commute to his or her current principal working location
of more than 50 miles without consent) within 24 months
after the date of the change-in-control. Under the
Executive Severance Policy, a change-in-control is generally
defined to include:
• Acquisitionbyapersonorentityof35%ormoreof
either the outstanding shares of the Company or the
combined voting power of such shares, with certain
exceptions;