Western Union 2014 Annual Report Download - page 124

NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
The Western Union Company – Proxy Statement | A-8
Annex I PROXY STATEMENT
a related Tandem SAR or shares subject to a Tandem
SAR cancelled upon exercise of a related Stock Option)
or (ii) the settlement of such award in cash; provided,
however, that shares of Common Stock subject to an
award under this Plan shall not again be available for
issuance under this Plan if such shares are (x) shares that
were subject to a Stock Option or a SAR and were not
issued or delivered upon the net settlement or net exercise
of such Stock Option or SAR, (y) shares delivered to or
withheld by the Company to pay the purchase price or
the withholding taxes related to an outstanding award
or (z) shares repurchased by the Company on the open
market with the proceeds of an option exercise.
(c) Source of Shares. Shares of Common Stock shall be
made available from authorized but unissued shares,
treasury shares, reacquired shares, or any combination
thereof.
1.6. Per Person Limits. To the extent necessary for an
award to be qualified performance-based compensation
under Section 162(m) of the Code and the regulations
thereunder (i) the maximum number of shares of Common
Stock with respect to which Stock Options or SARs, or a
combination thereof, may be granted during a calendar
year to any person shall be 2,200,000, subject to
adjustment as provided in Section 5.7, (ii) the maximum
number of shares of Common Stock with respect to
which Stock Awards subject to Performance Measures or
Performance Grants denominated in Common Stock that
may be earned by any person for each 12-month period
during a Performance Period shall be 2,200,000, subject
to adjustment as provided in Section 5.7, and (iii) the
maximum amount that may be earned by any person for
each 12-month period during a Performance Period with
respect to Performance Grants denominated in cash shall
be $8,000,000; provided, however, that each of the per
person limits set forth in this sentence shall be multiplied
by two for awards granted to a participant in the year in
which such participant’s employment with the Company
commences. The aggregate grant date fair value of shares
of Common Stock that may be granted during any fiscal
year of the Company to any Non-Employee Director shall
not exceed $800,000; provided, however, that (i) the limit
set forth in this sentence shall be multiplied by two in the
year in which a Non-Employee Director commences service
on the Board and (ii) the limit set forth in this sentence
shall not apply to awards made pursuant to an election to
receive the award in lieu of all or a portion of fees received
for service on the Board or any committee thereunder.
1.7. Employment. Except as provided otherwise in this
Plan or an Agreement, for purposes of this Plan, references
to “employment” with the Company or “employment with
or service to the Company” shall mean the employment
with or service to the Company, a Subsidiary or an
Affiliate, including transfers of employment between the
Company, a Subsidiary and an Affiliate, approved leaves of
absence (or leaves protected under applicable local law),
and Related Employment.
II. Stock Options and Stock
Appreciation Rights
2.1. Stock Options. The Committee may, in its discretion,
grant Stock Options to such eligible persons as may be
selected by the Committee. Each Stock Option, or portion
thereof, that is not an Incentive Stock Option shall be a
Nonqualified Stock Option. An Incentive Stock Option may
not be granted to any person who is not an employee
of the Company or any parent or subsidiary (as defined
in Section 424 of the Code). Each Incentive Stock Option
shall be granted within ten years of the date this Plan is
adopted by the Board. To the extent the aggregate Fair
Market Value (determined as of the date of grant) of
shares of Common Stock with respect to which options
designated as Incentive Stock Options are exercisable for
the first time by a participant during any calendar year
(under this Plan or any other plan of the Company, or any
parent or subsidiary as defined in Section 424 of the Code)
exceeds the amount (currently $100,000) established
by the Code, such options shall constitute Nonqualified
Stock Options.
Stock Options shall be subject to the following terms and
conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of this Plan, as
the Committee shall deem advisable:
(a) Number of Shares and Purchase Price. The number of
shares of Common Stock subject to a Stock Option shall
be determined by the Committee. The purchase price
per share of Common Stock purchasable upon exercise