Western Union 2014 Annual Report Download - page 126

NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
The Western Union Company – Proxy Statement | A-10
Annex I PROXY STATEMENT
SARs 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 SARs and Base Price. The number of
SARs subject to an award shall be determined by the
Committee. Any Tandem SAR related to an Incentive
Stock Option shall be granted at the same time that such
Incentive Stock Option is granted. The base price of a
Tandem SAR shall be the purchase price per share of the
related option. The base price of a Free-Standing SAR shall
be determined by the Committee; provided, however, that
such base price shall not be less than 100% of the Fair
Market Value of a share of Common Stock on the date of
grant of such SAR (or, if earlier, the date of grant of the
option for which the SAR is exchanged or substituted).
Notwithstanding the foregoing, in the case of a SAR that
is a Substitute Award, the base price per share of the
shares of Common Stock subject to such SAR 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 base 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 base price of
such shares.
(b) Exercise Period and Exercisability. The Agreement
relating to an award of SARs shall specify whether
such award may be settled in shares of Common Stock
(including shares of Restricted Stock) or cash or a
combination thereof. The period for the exercise of a
SAR shall be determined by the Committee; provided,
however, that no SAR shall be exercised later than ten
years after its date of grant; provided further, that no
Tandem SAR shall be exercised later than the expiration,
cancellation, forfeiture or other termination of the related
option. The Committee may, in its discretion, establish
Performance Measures which shall be satisfied or met as
a condition to the grant of a SAR or to the exercisability of
all or a portion of a SAR. The Committee shall determine
whether a SAR may be exercised in cumulative or non-
cumulative installments and in part or in full at any time.
An exercisable SAR, or portion thereof, may be exercised,
in the case of a Tandem SAR, only with respect to whole
Common Shares and, in the case of a Free-Standing SAR,
only with respect to a whole number of SARs. If a SAR
is exercised for shares of Restricted Stock, a certificate
or certificates or other indicia of ownership representing
such Restricted Stock shall be issued in accordance with
Section 3.2(c) or such shares shall be transferred to the
holder in book entry form with restrictions on the shares
duly noted and the holder of such Restricted Stock shall
have such rights of a stockholder of the Company as
determined pursuant to Section 3.2(d). Prior to the exercise
of a SAR for shares of Common Stock, including Restricted
Stock, the holder of such SAR shall have no rights as a
stockholder of the Company with respect to the shares of
Common Stock subject to such SAR and shall have rights
as a stockholder of the Company in accordance with
Section 5.11.
(c) Method of Exercise. A Tandem SAR 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 SARs which are being exercised, (ii) by surrendering
to the Company any Stock Options which are cancelled
by reason of the exercise of the Tandem SAR and
(iii) by executing such documents as the Company may
reasonably request. A Free-Standing SAR may be exercised
(A) by giving written or electronic notice to the Company
or its designated agent, in accordance with procedures
prescribed by the Company, specifying the whole number
of SARs which are being exercised and (B) by executing
such documents as the Company may reasonably request.
No shares of Common Stock shall be issued and no
certificate representing shares of Common Stock shall be
delivered until any withholding taxes thereon, as described
in Section 5.5, have been paid (or arrangement made for
such payment to the Company’s satisfaction).