Western Union 2014 Annual Report Download - page 129

NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
A-13 | The Western Union Company – Proxy Statement
Annex I PROXY STATEMENT
Unit Award, (i) if specified Performance Measures are
satisfied or met during the specified Restriction Period
or Performance Period or (ii) if the holder of such award
remains continuously in the employment of or service
to the Company during the specified Restriction Period
or Performance Period, and for the forfeiture of all or a
portion of the shares of Common Stock subject to such
award in the case of a Restricted Stock Award, or for the
forfeiture of the Restricted Stock Unit Award itself, in
the case of a Restricted Stock Unit Award, (x) if specified
Performance Measures are not satisfied or met during the
specified Restriction Period or Performance Period or (y) if
the holder of such award does not remain continuously in
the employment of or service to the Company during the
specified Restriction Period or Performance Period.
(c) Stock Issuance. During the Restriction Period, the
shares of Restricted Stock shall be held by a custodian
in book entry form with restrictions on such shares
duly noted or, alternatively, a certificate or certificates
representing a Restricted Stock Award shall be registered
in the holder’s name and may bear a legend, in addition
to any legend which may be required pursuant to
Section 5.6, indicating that the ownership of the shares
of Common Stock represented thereby is subject to the
restrictions, terms and conditions of this Plan and the
Agreement relating to the Restricted Stock Award. As
determined by the Committee, all such certificates shall be
deposited with the Company, together with stock powers
or other instruments of assignment (including a power
of attorney), each endorsed in blank with a guarantee
of signature if deemed necessary or appropriate by the
Company, which would permit transfer to the Company
of all or a portion of the shares of Common Stock subject
to the Restricted Stock Award in the event such award
is forfeited in whole or in part. Upon termination of any
applicable Restriction Period (and the satisfaction or
attainment of any applicable Performance Measures),
upon the grant of a Bonus Stock Award, or upon the
settlement of a Bonus Stock Unit Award, in each case
subject to the Company’s right to require payment of any
taxes in accordance with Section 5.5, the restrictions shall
be removed from the requisite number of any shares of
Common Stock that are held in book entry form, and all
certificates evidencing ownership of the requisite number
of shares of Common Stock shall be delivered to the
holder of such award.
(d) Rights with Respect to Restricted Stock Awards. Unless
otherwise set forth in the Agreement relating to a
Restricted Stock Award, and subject to the Committee’s
right to cause such Award to be cancelled pursuant to an
adjustment under Section 5.7, the holder of such award
shall have all rights as a stockholder of the Company,
including voting rights, the right to receive dividends and
the right to participate in any capital adjustment applicable
to all holders of Common Stock; provided, however,
that (i) unless the Committee determines otherwise,
with respect to Restricted Stock Awards subject only to
time-based vesting conditions and (ii) with respect to
Restricted Stock Awards subject to performance-based
vesting conditions, in each case, a distribution with
respect to shares of Common Stock, including a regular
cash dividend, shall be deposited with the Company and
replaced with additional Restricted Stock Awards with a
Fair Market Value equal to such distribution and otherwise
subject to the same restrictions as the shares of Common
Stock with respect to which such distribution was made.
(e) Rights and Provisions Applicable to Restricted Stock
Unit Awards. The Agreement relating to a Restricted
Stock Unit Award shall specify (i) whether such award may
be settled in Common Stock or cash or a combination
thereof and (ii) whether the holder thereof shall be
entitled to receive, on a current or deferred basis, dividend
equivalents, or the deemed reinvestment of any deferred
dividend equivalents, with respect to the number of shares
of Common Stock subject to such award. Any dividend
equivalents with respect to Restricted Stock Units that are
subject to performance-based vesting conditions shall be
subject to the same restrictions as such Restricted Stock
Units. Prior to the settlement of a Restricted Stock Unit
Award, the holder thereof shall not have any rights as a
stockholder of the Company with respect to the shares
of Common Stock subject to such award, except to the
extent that the Committee, in its sole discretion, may grant
dividend equivalents on Restricted Stock Unit Awards
which are settled in shares of Common Stock. No shares
of Common Stock and no certificates or other indicia of