Western Union 2014 Annual Report Download - page 130

NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
The Western Union Company – Proxy Statement | A-14
Annex I PROXY STATEMENT
ownership representing shares of Common Stock that are
subject to a Restricted Stock Unit Award shall be issued
upon the grant of a Restricted Stock Unit Award. Instead,
shares of Common Stock subject to Restricted Stock Unit
Awards and the certificates or other indicia of ownership
representing such shares of Common Stock shall only be
distributed at the time of settlement of such Restricted
Stock Unit Awards in accordance with the terms and
conditions of this Plan and the Agreement relating to such
Restricted Stock Unit Award.
(f) Minimum Restriction Period. Except as provided in
this subsection or as otherwise provided under the Plan,
the Restriction Period applicable to a Restricted Stock
Award or Restricted Stock Unit Award may not lapse
until one year from the date such award was granted.
The limitations of the preceding sentence shall not apply
in the case of a Restricted Stock Award or Restricted
Stock Unit Award that vests as a result of the attainment
of a specified Performance Measure or in the case of a
Restricted Stock Award or Restricted Stock Unit Award
granted as an employee recognition award, a retention
award, or to a newly hired employee; provided that except
as provided for under the Plan the minimum Restriction
Period applicable to such award shall be six months.
The exceptions in the preceding sentence to the general
minimum vesting provisions of this subsection, other
than the exception applying to a Restricted Stock Award
or Restricted Stock Unit Award that vests 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).
(g) Rights and Provisions Applicable to Bonus Stock Unit
Awards and Bonus Stock Awards. The number of shares
of Common Stock subject to a Bonus Stock Award or
Bonus Stock Unit Award shall be determined by the
Committee. Bonus Stock Awards and Bonus Stock Unit
Awards shall not be subject to any Restriction Periods
or Performance Measures. The Agreement relating to a
Bonus 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. Prior
to the settlement of a Bonus 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 Bonus Stock Unit Awards. No shares of
Common Stock and no certificates or other indicia of
ownership representing shares of Common Stock that are
subject to a Bonus Stock Unit Award shall be issued upon
the grant of a Bonus Stock Unit Award.
(h) Rights and Provisions Applicable to Deferred Stock Unit
Awards. The Agreement relating to a Deferred 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. Deferred Stock
Unit Awards shall not be subject to any Restriction Periods
or Performance Measures. Prior to the settlement of a
Deferred 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 Deferred
Stock Unit Awards which are settled in shares of Common
Stock. No shares of Common Stock and no certificates or
other indicia of ownership representing shares of Common
Stock that are subject to a Deferred Stock Unit Award shall
be issued upon the grant of a Deferred Stock Unit Award.
Instead, shares of Common Stock subject to Deferred
Stock Unit Awards and the certificates or other indicia of
ownership representing such shares of Common Stock
shall only be distributed at the time of settlement of such
Deferred Stock Unit Awards in accordance with the terms
and conditions of this Plan and the Agreement relating to
such Deferred Stock Unit Award.
3.3. Termination of Employment or Service.
(a) Disability and Death. Unless otherwise set forth in the
Agreement relating to a Stock Award, if the employment
with or service to the Company of the holder of such
award terminates by reason of Disability or death, the