Western Union 2014 Annual Report Download - page 117

NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
A-1 | The Western Union Company – Proxy Statement
Annex I PROXY STATEMENT
The Western Union Company 2015 Long-Term Incentive Plan
I. Introduction
1.1. Purposes. The purposes of The Western Union
Company 2015 Long-Term Incentive Plan (the “Plan”)
are (i) to advance the interests of The Western Union
Company (the “Company”) by attracting and retaining
high caliber employees, and other key individuals who
perform services for the Company, a Subsidiary or an
Affiliate, (ii) to align the interests of the Company’s
stockholders and recipients of awards under this Plan by
increasing the proprietary interest of such recipients in the
Company’s growth and success and (iii) to motivate award
recipients to act in the long-term best interests of the
Company and its stockholders.
1.2. Definitions.
“Adjustment Events” shall have the meaning set forth
in the definition of “Performance Measures” in this
Section 1.2.
“Affiliate” shall mean any entity of which the Company
owns or controls, directly or indirectly, less than 50% but
at least 20% of the outstanding shares of stock normally
entitled to vote for the election of directors (or comparable
equity participation and voting power).
“Agreement” shall mean the written or electronic
agreement evidencing an award hereunder between
the Company and the recipient of such award and shall
include any terms and conditions that may apply to
such award.
“Board” shall mean the Board of Directors of the Company.
“Bonus Stock” shall mean shares of Common
Stock that are not subject to a Restriction Period or
Performance Measures.
“Bonus Stock Award” shall mean an award of
Bonus Stock.
“Bonus Stock Unit” shall mean the right to receive one
share of Common Stock or, in lieu thereof and to the
extent provided for in the Agreement, the Fair Market
Value thereof in cash, which is not subject to a Restriction
Period or Performance Measures.
“Bonus Stock Unit Award” shall mean an award of
Bonus Stock Units under this Plan.
“Cause” shall mean, unless otherwise defined in
an Agreement, the willful and continued failure to
substantially perform the duties assigned by the
Company, a Subsidiary or an Affiliate (other than a failure
resulting from the award recipient’s Disability), the willful
engaging in conduct which is demonstrably injurious to
the Company, a Subsidiary or an Affiliate (monetarily
or otherwise), any act of dishonesty, the commission
of a felony, the continued failure to meet performance
standards, excessive absenteeism, or a significant violation
of any statutory or common law duty of loyalty to the
Company, a Subsidiary or an Affiliate.
“Change in Control” shall mean:
(a) the acquisition by any individual, entity or group (a
“Person”), including any “person” within the meaning
of Section 13(d)(3) or 14(d)(2) of the Exchange Act, of
beneficial ownership within the meaning of Rule 13d-3
promulgated under the Exchange Act, of 35% or more of
either (i) the then outstanding shares of common stock
of the Company (the “Outstanding Common Stock”) or
(ii) the combined voting power of the then outstanding
securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Voting Securities”);
excluding, however, the following: (A) any acquisition
directly from the Company (excluding any acquisition
resulting from the exercise of an exercise, conversion or
exchange privilege unless the security being so exercised,
converted or exchanged was acquired directly from the
Company), (B) any acquisition by the Company, (C) any
acquisition by an employee benefit plan (or related
trust) sponsored or maintained by the Company or
any corporation controlled by the Company or (D) any
acquisition by any corporation pursuant to a transaction
which complies with clauses (i), (ii), and (iii) of subsection
(c) of this definition; provided further, that for purposes
of clause (B), if any Person (other than the Company or
any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled
by the Company) shall become the beneficial owner of