Western Union 2014 Annual Report Download - page 121

NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
A-5 | The Western Union Company – Proxy Statement
Annex I PROXY STATEMENT
“Performance Period” shall mean any period designated
by the Committee or specified in an Agreement during
which (i) the Performance Measures applicable to an
award shall be measured and (ii) the conditions to vesting
applicable to an award shall remain in effect.
“Permanent and Total Disability” shall have the
meaning set forth in Section 22(e)(3) of the Code or any
successor thereto.
“Person” shall have the meaning set forth in the
definition of “Change in Control” set forth in this
Section 1.2.
“Plan” shall have the meaning set forth in Section 1.1.
“Plan Share Limit” shall have the meaning set forth in
Section 1.5.
“Post-Termination Exercise Period” shall mean
the period specified in or pursuant to Section 2.3(a),
Section 2.3(b), Section 2.3(d) or Section 2.3(e) following
termination of employment with or service to the
Company during which a Stock Option or SAR may
be exercised.
“Prior Plan” shall mean The Western Union Company
2006 Long-Term Incentive Plan and each other plan
previously maintained by the Company under which equity
awards remain outstanding as of the effective date of
this Plan.
“Related Employment” shall mean the employment
or performance of services by an individual for an
employer that is neither the Company nor a Subsidiary
nor an Affiliate, provided that (i) such employment or
performance of services is undertaken by the individual at
the request of the Company, a Subsidiary or an Affiliate,
(ii) immediately prior to undertaking such employment
or performance of services, the individual was employed
by or performing service for the Company, a Subsidiary,
or an Affiliate or was engaged in Related Employment
and (iii) such employment or performance of services is in
the best interests of the Company as determined by the
Committee and is recognized by the Committee, in its
discretion, as Related Employment. The death or Disability
of an individual or his or her involuntary termination of
employment during a period of Related Employment
shall be treated, for purposes of this Plan, as if the death,
Disability or involuntary termination had occurred while
the individual was employed by or performing services for
the Company, a Subsidiary or an Affiliate.
“Restricted Stock” shall mean shares of Common Stock
which are subject to a Restriction Period and which
may, in addition thereto, be subject to the attainment
of specified Performance Measures within a specified
Performance Period.
“Restricted Stock Award” shall mean an award of
Restricted Stock under this Plan.
“Restricted 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 shall be contingent
upon the expiration of a specified Restriction Period and
which may, in addition thereto, be contingent upon the
attainment of specified Performance Measures within
a specified Performance Period. The Committee shall
specify in the Agreement whether a Restricted Stock Unit
Award shall be payable in Common Stock, cash, or any
combination thereof.
“Restricted Stock Unit Award” shall mean an award of
Restricted Stock Units under this Plan.
“Restriction Period” shall mean any period designated
by the Committee during which (i) the Common Stock
subject to a Restricted Stock Award may not be sold,
transferred, assigned, pledged, hypothecated or otherwise
encumbered or disposed of, except as provided in this Plan
or the Agreement relating to such award or (ii) the vesting
conditions applicable to a Restricted Stock Unit Award
shall remain in effect.
“Retirement” shall mean an employee’s termination of
employment with or service to the Company (other than a
termination by reason of death or Disability or for Cause)
on or after (i) age 65, or (ii) age 55, provided the employee
has completed at least 10 Years of Service; provided,
however, that any employee who is “Retirement” eligible
under the Prior Plan as of the effective date of this Plan
shall be deemed “Retirement” eligible for purposes of
this Plan.
“SAR” shall mean a stock appreciation right which may be
a Free-Standing SAR or a Tandem SAR.