Western Union 2014 Annual Report Download - page 131

NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
A-15 | The Western Union Company – Proxy Statement
Annex I PROXY STATEMENT
Restriction Period shall terminate as of the effective date
of such holder’s termination of employment or service and
all Performance Measures applicable to such award shall
be deemed to have been satisfied at the maximum level.
(b) Retirement.
(i) In the case of Restricted Stock Unit Awards which are
not subject to Performance Measures, unless otherwise
set forth in the Agreement, if the employment with or
service to the Company of the holder of such award
terminates by reason of Retirement, a prorated portion
of such Restricted Stock Unit Award shall vest and be
settled on the date on which the holder’s employment
with or service to the Company terminates, and the
remaining portion of such award shall be forfeited
by such holder and canceled by the Company. Such
proration shall be calculated on a grant-by-grant basis
by multiplying the number of unvested Restricted Stock
Units 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 Restriction Period applicable to the
Restricted Stock Unit Award would have lapsed in full.
(ii) In the case of Restricted Stock Unit Awards which
are subject to Performance Measures, unless otherwise
set forth in the Agreement, if the employment with or
service to the Company of the holder of such award
terminates by reason of Retirement, a prorated portion
of the amount of such Restricted Stock Unit Award
which is actually earned, based upon satisfaction
of the Performance Measures during the applicable
performance period, shall vest and be settled on the
later of (i) date on which the holder’s employment
with or service to the Company terminates or (ii) as
soon as practicable following the end of the applicable
performance period, and in no event later than March
15 of the calendar year following the calendar year in
which the applicable performance period ends, and
the remaining portion of such award shall be forfeited
by such holder and canceled by the Company. Such
proration shall be calculated on a grant-by-grant basis
by multiplying the number of unvested Restricted Stock
Units 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 Restriction Period applicable to the
Restricted Stock Unit Award would have lapsed in full.
(c) Other Termination. Unless otherwise set forth in
the Agreement relating to a Stock Award, and except
as provided in Section 3.3(b) and Section 5.8, if the
employment with or service to the Company of the holder
of a Stock Award terminates for any reason other than
Disability or death, the portion of such award which is
subject to a Restriction Period on the effective date of
such holder’s termination of employment or service shall
be immediately forfeited by such holder and canceled by
the Company.
IV. Performance Grants
4.1. Performance Grants. The Committee may, in its
discretion, make Performance Grants to such eligible
persons as may be selected by the Committee.
4.2. Terms of Performance Grants. Performance Grants
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) Amount of Performance Grant and Performance
Measures. The Agreement shall set forth the amount
of the Performance Grant and a description of the
Performance Measures and the Performance Period
applicable to such Performance Grant, as determined by
the Committee in its discretion.
(b) Vesting and Forfeiture. The Agreement shall provide, in
the manner determined by the Committee in its discretion,
for the vesting of a Performance Grant, if specified
Performance Measures are satisfied during the specified
Performance Period, and for the forfeiture of all or a
portion of such award, if specified Performance Measures
are not satisfied during the specified Performance Period.
(c) Settlement of Vested Performance Grants. The
Agreement (i) shall specify whether a Performance Grant
may be settled in shares of Common Stock, Restricted