Western Union 2014 Annual Report Download - page 120

NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
The Western Union Company – Proxy Statement | A-4
Annex I PROXY STATEMENT
“Outstanding Common Stock” shall have the meaning
set forth in the definition of “Change in Control” in this
Section 1.2.
“Outstanding Voting Securities” shall have the
meaning set forth in the definition of “Change in Control”
in this Section 1.2.
“Performance Grant” shall mean an award conferring
a right, contingent upon the attainment of specified
Performance Measures within a specified Performance
Period, to receive shares of Common Stock, Restricted
Stock, Restricted Stock Units, cash, or any combination
thereof, as determined by the Committee or as evidenced
in the Agreement relating to such Performance Grant.
“Performance Measures” shall mean the criteria
and objectives, established by the Committee, which
must be satisfied or met (i) as a condition to the grant
or exercisability of all or a portion of a Stock Option or
SAR, (ii) as a condition to the grant of a Stock Award or
(iii) during the applicable Restriction Period or Performance
Period as a condition to the holder’s receipt, in the
case of a Stock Award, of the shares of Common Stock
subject to such award and/or of payment with respect
to such award, or, in the case of a Performance Grant,
of the shares of Common Stock, Restricted Stock or
Restricted Stock Units subject to such award and/or of
payment with respect to such award. In the case of an
award that is intended to be qualified performance-based
compensation under Section 162(m) of the Code and
the regulations thereunder, such criteria and objectives
shall be one or more of the following corporate-wide or
subsidiary, division, operating unit or individual measures:
the attainment by a share of Common Stock of a specified
value within or for a specified period of time; earnings;
earnings per share; earnings before interest expense
and taxes (“EBIT”); earnings before interest, taxes,
depreciation, and amortization (“EBITDA”); return on
equity; return on assets; return on total capital; return
to stockholders (including dividends); total shareholder
return; revenues; cash flow(s); cost reduction goals;
net income; operating income; profit margin; expense
management; economic profit; economic value added;
customer satisfaction; productivity; employee retention;
succession management; management of the cost of
insurance claims; achievement of regulatory compliance
performance goals; measurable marketing effectiveness;
achievement of diversity goals; or any combination of
the foregoing. Each such goal may be expressed on an
absolute or relative basis and may include comparisons
based on current internal targets, the past performance
of the Company (including the performance of one or
more subsidiaries, divisions, or operating units) or the
past or current performance of other companies (or a
combination of such past and current performance). If the
Committee desires that compensation payable pursuant to
any award subject to Performance Measures be “qualified
performance-based compensation” within the meaning
of Section 162(m) of the Code, the Performance Measures
shall satisfy all applicable requirements imposed under
United States Treasury Regulations promulgated under
Section 162(m) of the Code, including the requirement
that such Performance Measures be stated in terms of an
objective formula or standard. The applicable Performance
Measures may be applied on a pre- or post-tax basis and
may be adjusted in accordance with Section 162(m) of
the Code to include or exclude objectively determinable
components of any Performance Measure, including,
without limitation, special charges such as restructuring or
impairment charges, debt refinancing costs, extraordinary
or noncash items, unusual, nonrecurring or one-time
events affecting the Company or its financial statements
or changes in law or accounting principles (“Adjustment
Events”). In the sole discretion of the Committee, unless
such action would cause a grant to a “covered employee”
(within the meaning of Section 162(m) of the Code) to fail
to qualify as qualified performance-based compensation
under Section 162(m) of the Code, the Committee may
amend or adjust the Performance Measures or other terms
and conditions of an outstanding award in recognition of
any Adjustment Events. With respect to participants who
are not covered employees and who, in the Committee’s
judgment, are not likely to be covered employees at any
time during the applicable Performance Period or during
any period in which an award may be paid following a
Performance Period, the performance goals may consist of
any objective or subjective corporate-wide or subsidiary,
division, operating unit or individual measures, whether or
not listed herein.