Western Union 2014 Annual Report Download - page 125

NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
A-9 | The Western Union Company – Proxy Statement
Annex I PROXY STATEMENT
of a Stock Option shall not be less than 100% of the Fair
Market Value of a share of Common Stock on the date of
grant of such Stock Option; provided, however, that if an
Incentive Stock Option shall be granted to any person who,
at the time such Incentive Stock Option is granted, owns
capital stock possessing more than ten percent of the total
combined voting power of all classes of capital stock of
the Company (or of any parent or subsidiary as defined
in Section 424 of the Code) (a “Ten Percent Holder”), the
purchase price per share of Common Stock shall be the
price (currently 110% of Fair Market Value) required by the
Code in order to constitute an Incentive Stock Option.
Notwithstanding the foregoing, in the case of a Stock
Option that is a Substitute Award, the purchase price
per share of the shares of Common Stock subject to such
Stock Option may be less than 100% of the Fair Market
Value per share on the date of grant, provided, that the
excess of: (a) the aggregate Fair Market Value (as of the
date such Substitute Award is granted) of the shares of
Common Stock subject to the Substitute Award, over
(b) the aggregate purchase price thereof does not exceed
the excess of: (x) the aggregate fair market value (as of
the time immediately preceding the transaction giving
rise to the Substitute Award, such fair market value to
be determined by the Committee) of the shares of the
predecessor company or other entity that were subject
to the grant assumed or substituted for by the Company,
over (y) the aggregate purchase price of such shares.
(b) Option Period and Exercisability. The period during
which a Stock Option may be exercised shall be
determined by the Committee; provided, however, that
no Stock Option shall be exercised later than ten years
after its date of grant; provided further, that if an Incentive
Stock Option shall be granted to a Ten Percent Holder,
such Incentive Stock Option shall not be exercised later
than five years after its date of grant. The Committee may,
in its discretion, establish Performance Measures which
shall be satisfied or met as a condition to the grant of a
Stock Option or to the exercisability of all or a portion of
a Stock Option. The Committee shall determine whether
a Stock Option shall become exercisable in cumulative or
non-cumulative installments and in part or in full at any
time. An exercisable Stock Option, or portion thereof,
may be exercised only with respect to whole shares of
Common Stock.
(c) Method of Exercise. A Stock Option may be exercised
(i) by giving written or electronic notice to the Company
or its designated agent, in accordance with procedures
prescribed by the Company, specifying the number of
whole shares of Common Stock to be purchased and
accompanied by payment therefor in full (or arrangement
made for such payment to the Company’s satisfaction)
either (A) in cash, (B) by delivery (either actual delivery or
by attestation procedures established by the Company)
of shares of Common Stock having an aggregate Fair
Market Value, determined as of the date of exercise, equal
to the aggregate purchase price payable by reason of
such exercise, (C) authorizing the Company to withhold
whole shares of Common Stock which would otherwise
be delivered having an aggregate Fair Market Value,
determined as of the date of exercise, equal to the
amount necessary to satisfy such obligation, (D) except
as may be prohibited by applicable law, in cash by a
broker-dealer acceptable to the Company to whom the
optionee has submitted an irrevocable notice of exercise,
or (E) by a combination of (A), (B) and (C), in each case
to the extent set forth in the Agreement relating to the
Stock Option, (ii) if applicable, by surrendering to the
Company any Tandem SARs which are cancelled by reason
of the exercise of the option and (iii) by executing such
documents as the Company may reasonably request. Any
fraction of a share of Common Stock which would be
required to pay such purchase price shall be disregarded
and the remaining amount due shall be paid in cash by
the optionee. No certificate or other indicia of ownership
representing Common Stock shall be delivered until the
full purchase price therefor, and any withholding taxes
thereon, as described in Section 5.5, have been paid (or
arrangement made for such payment to the Company’s
satisfaction).
2.2. Stock Appreciation Rights. The Committee may, in
its discretion, grant SARs to such eligible persons as may
be selected by the Committee. The Agreement relating to
a SAR shall specify whether the SAR is a Tandem SAR or a
Free-Standing SAR.