Western Union 2014 Annual Report Download - page 122

NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
The Western Union Company – Proxy Statement | A-6
Annex I PROXY STATEMENT
“Stock Award” shall mean a Restricted Stock Award,
a Restricted Stock Unit Award, a Bonus Stock Award, a
Bonus Stock Unit Award or a Deferred Stock Unit Award.
“Stock Option” shall mean a Nonqualified Stock Option
or an Incentive Stock Option.
“Subsidiary” shall mean any entity of which the
Company owns or controls, directly or indirectly, 50% or
more of the outstanding shares of stock normally entitled
to vote for the election of directors (or comparable equity
participation and voting power).
“Substitute Award” shall mean an award granted
under this Plan upon the assumption of, or in substitution
for, outstanding equity awards previously granted
by a company or other entity in connection with a
corporate transaction, including a merger, combination,
consolidation or acquisition of property or stock; provided,
however, that in no event shall the term “Substitute
Award” be construed to refer to an award made in
connection with the cancellation and repricing of a Stock
Option or SAR.
“Tandem SAR” shall mean a SAR which is granted in
tandem with, or by reference to, a Stock Option (including
a Nonqualified Stock Option granted prior to the date
of grant of the SAR), which entitles the holder thereof
to receive, upon exercise of such SAR and surrender for
cancellation of all or a portion of such Stock Option, 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 shares of Common Stock
subject to such Stock Option, or portion thereof, which
is surrendered.
“Tax Date” shall have the meaning set forth in
Section 5.5.
“Ten Percent Holder” shall have the meaning set forth
in Section 2.1(a).
“Years of Service” shall mean the number of full years
of uninterrupted service as a regular full-time employee
or part-time employee from such employee’s most recent
date of hire. Years of Service also includes (i) time spent
on Company-approved leave of absences, provided that
no more than one (1) cumulative Year of Service shall be
credited for such leave of absences and (ii) prior service
with certain acquired companies or other affiliated
companies provided the prior service is negotiated for in
the applicable acquisition agreement.
1.3. Administration. This Plan shall be administered
by the Committee. The Committee may grant any one
or a combination of the following awards under this
Plan to eligible persons: (i) Stock Options (in the form of
Nonqualified Stock Options or Incentive Stock Options);
(ii) SARs (in the form of Free-Standing SARs or Tandem
SARs); (iii) Stock Awards (in the form of Restricted Stock
Awards, Restricted Stock Unit Awards, Bonus Stock
Awards, Bonus Stock Unit Awards, and Deferred Stock
Unit Awards); and (iv) Performance Grants.
The Committee shall, subject to the terms of this Plan,
select eligible persons for participation in this Plan and
determine the form, amount and timing of each award to
such persons, the exercise price or base price associated
with the award, the time and conditions of exercise or
settlement of the award and all other terms and conditions
of the award, including, without limitation, the form of the
Agreement evidencing the award.
The Committee shall, subject to the terms of this Plan,
interpret this Plan and the application thereof, establish,
amend and revoke rules and regulations it deems
necessary or desirable for the administration of this
Plan, adopt sub-plans applicable to specific Subsidiaries,
Affiliates or locations and may impose, incidental to the
grant of an award, conditions with respect to the award,
such as limiting competitive employment or other activities
to the extent permitted under local law. The Committee
may require, as a condition to the issuance, exercise,
settlement or acceptance of an award under this Plan,
that the award recipient agree to mandatory arbitration
to settle any disputes relating to such award. All such
interpretations, rules, regulations and conditions shall be
final, binding and conclusive.
The Committee may delegate some or all of its power and
authority hereunder to the Board or, subject to applicable
law, to another committee, a member of the Board,
the President and Chief Executive Officer or such other