Western Union 2014 Annual Report Download - page 128

NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
The Western Union Company – Proxy Statement | A-12
Annex I PROXY STATEMENT
canceled by the Company effective with the close of the
New York Stock Exchange on the next following day in
which the New York Stock Exchange is open.
(g) Death Following Termination of Employment or
Service. Unless otherwise specified in the Agreement,
if the holder of a Stock Option or SAR dies during the
applicable Post-Termination Exercise Period, each Stock
Option and SAR held by such holder shall be exercisable
only to the extent that such Stock Option or SAR is
exercisable on the date of such holder’s death and
may thereafter be exercised by the holder’s executor,
administrator, legal representative, beneficiary or similar
person until the date which ends on the earlier of
(i) one year after the date of death or, if later, the end of
the applicable Post-Termination Exercise Period or (ii) the
expiration date of the term of such Stock Option or SAR.
2.4. Dividend Equivalents. Notwithstanding anything
in an Agreement to the contrary, the holder of a Stock
Option or SAR shall not be entitled to receive dividend
equivalents with respect to the number of shares of
Common Stock subject to such Stock Option or SAR.
2.5. Repricing and Discounting. Other than pursuant
to Section 5.7, neither the Board nor the Committee shall
without the approval of the Company’s stockholders
(i) lower the purchase price or base price per share of
Common Stock subject to a Stock Option or SAR after
it is granted, (ii) cancel a Stock Option or SAR when the
purchase price or base price per share of Common Stock
subject to such Stock Option or SAR exceeds the Fair
Market Value of one share of Common Stock in exchange
for cash or another award (other than in connection with
a Change in Control), or (iii) take any other action with
respect to a Stock Option or SAR that would be treated as
a repricing under the rules and regulations of the principal
U.S. national securities exchange on which the shares of
Common Stock are listed.
2.6. Minimum Vesting Period. Except as provided in
this subsection or as otherwise provided under the Plan,
no Stock Option or SAR award may become exercisable
until one year from the date such Stock Option or SAR
was granted. The limitations of the preceding sentence
shall not apply in the case of a Stock Option or SAR that
becomes exercisable as a result of the attainment of a
specified Performance Measure or in the case of a Stock
Option or SAR granted as an employee recognition award,
a retention award, or to a Non-Employee Director or a
newly hired employee; provided that except for a Stock
Option or SAR granted to a Non-Employee Director or as
otherwise provided for under the Plan no portion of any
such Stock Option or SAR may become exercisable until
six months from the date the Stock Option or SAR was
granted. The exceptions in the preceding sentence to the
general minimum vesting provisions of this subsection,
other than the exceptions applying to a Stock Option or
SAR granted to a Non-Employee Director or that becomes
exercisable as a result of the attainment of a specified
Performance Measure, are intended to be applied only in
special circumstances as determined by the Committee
(or its delegate).
III. Stock Awards
3.1. Stock Awards. The Committee may, in its discretion,
grant Stock Awards to such eligible persons as may be
selected by the Committee. The Agreement relating to
the Stock Award shall specify whether the Stock Award
is a Restricted Stock Award, Restricted Stock Unit Award,
Bonus Stock Award, Bonus Stock Unit Award or Deferred
Stock Unit Award.
3.2. Terms of Stock Awards. Stock Awards 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 Other Terms. The number of
shares of Common Stock subject to a Stock Award and the
Performance Measures (if any) and the Restriction Period
applicable to a Restricted Stock Award or a Restricted
Stock Unit Award shall be determined by the Committee.
(b) Vesting and Forfeiture. The Agreement relating
to a Restricted Stock Award or Restricted Stock Unit
Award shall provide, in the manner determined by the
Committee, in its discretion, and subject to the provisions
of this Plan, for the vesting of the shares of Common
Stock subject to such award, in the case of a Restricted
Stock Award, or for the vesting of the Restricted
Stock Unit Award itself, in the case of Restricted Stock