Western Union 2014 Annual Report Download - page 119

NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
A-3 | The Western Union Company – Proxy Statement
Annex I PROXY STATEMENT
“Company” has the meaning specified in Section 1.1.
“Corporate Transaction” shall have the meaning set
forth in the definition of “Change in Control” in this
Section 1.2.
“Deferred 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. The Committee shall
specify in the Agreement whether a Deferred Stock Unit
Award shall be payable in Common Stock, cash, or any
combination thereof.
“Deferred Stock Unit Award” shall mean an award of
Deferred Stock Units under this Plan.
“Disability” shall mean the inability of the holder of
an award to perform substantially such holder’s duties
and responsibilities due to a physical or mental condition
(i) that would entitle such holder to benefits under the
Company’s Long-Term Disability Plan (or similar disability
plan of the Company, a Subsidiary or an Affiliate in which
such holder is a participant) or if the Committee deems
it relevant, any disability rights provided as a matter of
local law or (ii) if such holder is not eligible for long-
term disability benefits under any plan sponsored by
the Company, a Subsidiary, or an Affiliate, that would,
as determined by the Committee, entitle such holder to
benefits under the Company’s Long-Term Disability Plan if
such holder were eligible therefor. In the case of Incentive
Stock Options, the term “Disability” shall have the same
meaning as “Permanent and Total Disability” as such term
is defined in this Section 1.2.
“Exchange Act” shall mean the United States Securities
Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.
“Fair Market Value” shall mean the closing price of a
share of Common Stock as reported on the New York
Stock Exchange or in the New York Stock Exchange
Composite Transactions, as the case may be, on the date
as of which such value is being determined; provided,
however, that if there shall be no reported transactions
for such date, Fair Market Value shall be based on the
appropriate closing price on the next preceding date
for which transactions were reported; and provided
further that if Fair Market Value for any date cannot be
so determined, Fair Market Value shall be determined by
the Committee by whatever means or methods as the
Committee, in the good faith exercise of its discretion,
shall at such time deem appropriate and in compliance
with Section 409A of the Code. Notwithstanding the
preceding sentence, solely for purposes of determining
an award holder’s tax payment obligations under
Section 5.5, in lieu of the definition of Fair Market Value
in the preceding sentence, the Committee may determine
that Fair Market Value shall mean the average of the high
and low transaction prices of a share of Common Stock
as reported in the New York Stock Exchange Composite
Transactions on the date as of which such value is being
determined or, if there shall be no reported transactions
for such date, on the next preceding date for which
transactions were reported.
“Free-Standing SAR” shall mean a SAR which is not
granted in tandem with, or by reference to, a Stock
Option, which entitles the holder thereof to receive,
upon exercise, shares of Common Stock (which may
be Restricted Stock) or, to the extent provided in the
applicable Agreement, cash or a combination thereof, with
an aggregate value equal to the excess of the Fair Market
Value of one share of Common Stock on the date of
exercise over the base price of such SAR, multiplied by the
number of such SARs which are exercised.
“Incentive Stock Option” shall mean an option to
purchase shares of Common Stock that meets the
requirements of Section 422 of the Code, or any successor
provision, which is intended by the Committee to
constitute an Incentive Stock Option.
“Incumbent Board” shall have the meaning set forth in
the definition of “Change in Control” in this Section 1.2.
“Non-Employee Director” shall mean a member of the
Board who is not an employee of the Company or any
Subsidiary or Affiliate.
“Nonqualified Stock Option” shall mean an option
to purchase shares of Common Stock which is not an
Incentive Stock Option.