Western Union 2014 Annual Report Download - page 123

NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
A-7 | The Western Union Company – Proxy Statement
Annex I PROXY STATEMENT
executive officer of the Company as the Committee deems
appropriate; provided, however, that (i) the Committee
may not delegate its power and authority to the Board,
another committee, a member of the Board, the President
and Chief Executive Officer or other executive officer of
the Company with regard to the grant of an award to any
person who is a “covered employee” within the meaning
of Section 162(m) of the Code or who, in the Committee’s
judgment, is likely to be a covered employee at any time
during the period an award hereunder to such employee
would be outstanding and (ii) the Committee may not
delegate its power and authority to another committee, a
member of the Board, the President and Chief Executive
Officer or other executive officer of the Company with
regard to (y) the selection for participation in this Plan of
an officer, Non-Employee Director or other person subject
to Section 16 of the Exchange Act or decisions concerning
the timing, pricing or amount of an award to such an
officer, Non-Employee Director or other person and (z) any
decision regarding the impact of a Change in Control on
awards issued under the Plan.
No member of the Board or Committee, and neither
the President and Chief Executive Officer nor any other
executive officer to whom the Committee delegates
any of its power and authority hereunder, shall be liable
for any act, omission, interpretation, construction or
determination made in connection with this Plan in good
faith, and the members of the Board and the Committee
and the President and Chief Executive Officer or other
executive officers shall be entitled to indemnification and
reimbursement by the Company in respect of any claim,
loss, damage or expense (including attorneys’ fees) arising
therefrom to the full extent permitted by law (except as
otherwise may be provided in the Company’s Certificate of
Incorporation and/or By-laws) and under any directors’ and
officers’ liability insurance that may be in effect from time
to time.
A majority of the Committee shall constitute a quorum.
The acts of the Committee shall be either (i) acts of a
majority of the members of the Committee present at any
meeting at which a quorum is present or (ii) acts approved
in writing by all of the members of the Committee without
a meeting.
1.4. Eligibility. Participants in this Plan shall consist of
such officers, other employees, Non-Employee Directors,
consultants, independent contractors, agents and persons
expected to become officers, other employees, Non-
Employee Directors, consultants, independent contractors
and agents of the Company, its Subsidiaries and its
Affiliates, as the Committee in its sole discretion may
select from time to time. The Committee’s selection of
a person to participate in this Plan at any time shall not
require the Committee to select such person to participate
in this Plan at any other time.
1.5. Shares Available.
(a) Plan Share Limit. Subject to adjustment as provided in
Section 5.7, (i) 31,000,000 shares of Common Stock shall
initially be available for awards under this Plan (the “Plan
Share Limit”), and (ii) no more than 31,000,000 shares
of Common Stock in the aggregate may be issued under
this Plan in connection with Incentive Stock Options. The
number of shares of Common Stock that remain available
for future grants under the Plan shall be reduced by the
sum of the aggregate number of shares of Common
Stock which become subject to outstanding Stock
Options, outstanding Free-Standing SARs, outstanding
Stock Awards and outstanding Performance Grants
denominated in shares of Common Stock.
The number of shares of Common Stock available
for awards under this Plan shall not be reduced by
(i) the number of shares of Common Stock subject
to Substitute Awards or (ii) available shares under a
stockholder approved plan of a company or other entity
which was a party to a corporate transaction with the
Company (as appropriately adjusted to reflect such
corporate transaction) which become subject to awards
granted under this Plan (subject to applicable stock
exchange requirements).
(b) Increases. The Plan Share Limit, as reduced pursuant
to Section 1.5(a), shall be increased by shares of Common
Stock subject to an outstanding award granted under
this Plan or the Prior Plan that are not issued or delivered
by reason of (i) the expiration, termination, cancellation
or forfeiture of such award (excluding shares subject to
a Stock Option cancelled upon settlement in shares of