Western Union 2014 Annual Report Download - page 127

NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
A-11 | The Western Union Company – Proxy Statement
Annex I PROXY STATEMENT
2.3. Termination of Employment or Service.
(a) Disability. Unless otherwise specified in the Agreement,
if the employment with or service to the Company of the
holder of a Stock Option or SAR terminates by reason
of Disability, each Stock Option and SAR held by such
holder shall become fully vested and exercisable and may
thereafter be exercised by such holder (or such holder’s
legal representative or similar person) until the date
which is one year after the effective date of such holder’s
termination of employment or service, or if earlier, the
expiration date of the term of such Stock Option or SAR.
(b) Retirement. Unless otherwise specified in the
Agreement, if the employment with or service to the
Company of the holder of a Stock Option or SAR
terminates by reason of Retirement, each Stock Option
and SAR held by such holder, to the extent not already
vested, shall vest on a prorated basis on the effective date
of the holder’s termination of employment or service.
Such prorated vesting shall be calculated on a grant-
by-grant basis by multiplying the unvested portion of
each such Stock Option and SAR award by a fraction,
the numerator of which is the number of days that have
elapsed between the grant date and the effective date
of the holder’s termination of employment or service and
the denominator of which is the number of days between
the grant date and the date the Stock Option or SAR
award would have become fully vested and exercisable
had the holder not terminated his or her employment
or service. Unless otherwise specified in the Agreement,
a vested Stock Option and SAR held by such holder
may be exercised by the holder (or such holder’s legal
representative or similar person) until the date which
is two years after the effective date of such holder’s
termination of employment or service, or if earlier, the
expiration date of the term of such Stock Option or SAR.
(c) Death. Unless otherwise specified in the Agreement,
if the employment with or service to the Company of the
holder of a Stock Option or SAR terminates by reason
of death, each Stock Option and SAR held by such
holder shall become fully vested and exercisable and
may thereafter be exercised by such holder’s executor,
administrator, legal representative, beneficiary or similar
person until the date which is one year after the date of
death, or if earlier, the expiration date of the term of such
Stock Option or SAR.
(d) Involuntary Termination Without Cause. Unless
otherwise specified in the Agreement, and except as
provided in Section 5.8, if the employment with or service
to the Company of the holder of a Stock Option or SAR
is terminated by the Company, a Subsidiary or an Affiliate
without Cause, each Stock Option and SAR held by such
holder shall cease to vest, and to the extent already
vested, may thereafter be exercised by such holder (or
such holder’s legal representative or similar person) until
the date which is three months after such involuntary
termination, or if earlier, the expiration date of the term of
such Stock Option or SAR.
(e) Termination for Cause. If the employment with or
service to the Company of the holder of a Stock Option or
SAR is terminated for Cause, each Stock Option and SAR
held by such holder shall cease to vest, and to the extent
already vested, may thereafter be exercised by such holder
(or such holder’s legal representative or similar person)
until the close of the New York Stock Exchange (if open)
on the date of such holder’s termination of employment
or service. If the New York Stock Exchange is closed at
the time of such holder’s termination of employment,
then such Stock Option or SAR shall be forfeited at the
time such holder’s employment is terminated and shall be
canceled by the Company.
(f) Other Termination. Unless otherwise specified in
the Agreement, if the employment with or service to
the Company of the holder of a Stock Option or SAR
terminates for any reason other than Disability, Retirement,
death, involuntary termination without Cause, or
termination for Cause, each Stock Option and SAR held by
such holder shall cease to vest, and to the extent already
vested, may thereafter be exercised by such holder (or
such holder’s legal representative or similar person) until
the close of the New York Stock Exchange (if open) on
the date which is the thirtieth (30th) day following such
holder’s termination of employment or service. If the
New York Stock Exchange is closed on such date, then
such Stock Option or SAR shall be forfeited and shall be