Western Union 2014 Annual Report Download - page 132

NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
The Western Union Company – Proxy Statement | A-16
Annex I PROXY STATEMENT
Stock, Restricted Stock Units, cash or a combination
thereof and (ii) may specify whether the holder thereof
shall be entitled to receive, on a current or deferred
basis, dividend equivalents, and, if determined by the
Committee, interest on or the deemed reinvestment of any
deferred dividend equivalents, with respect to the number
of shares of Common Stock subject to such award, if any;
provided, however, any dividend equivalents with respect
to a Performance Grant that is subject to performance-
based vesting conditions shall be subject to the same
restrictions as such Performance Grant. If a Performance
Grant is settled in shares of Restricted Stock, a certificate
or certificates or other indicia of ownership representing
such Restricted Stock shall be issued in accordance with
Section 3.2(c) and the holder of such Restricted Stock
shall have such rights of a stockholder of the Company
as determined pursuant to Section 3.2(d). Prior to the
settlement of a Performance Grant in shares of Common
Stock or Restricted Stock the holder of such award shall
have no rights as a stockholder of the Company with
respect to any shares of Common Stock subject to such
award and shall have rights as a stockholder of the
Company in accordance with Section 5.11.
4.3. Termination of Employment or Service.
(a) Disability, Retirement and Death. Unless otherwise set
forth in the Agreement, if the employment with or service
to the Company of the holder of a Performance Grant
terminates during the Performance Period by reason of
Disability, Retirement or death, the Performance Period
shall continue and the holder, or the holder’s executor,
administrator, legal representative, beneficiary or similar
person, as applicable, shall be entitled to a prorated
award. Such prorated award shall be equal to the value
of the award at the end of the Performance Period
multiplied by a fraction, the numerator of which shall
equal the number of days such holder was employed
with or performing services for the Company during the
Performance Period and the denominator of which shall
equal the number of days in the Performance Period;
provided, however, that such holder, or such holder’s
executor, administrator, legal representative, beneficiary
or similar person, as applicable, shall not be entitled to
payment or distribution of such Performance Grant earlier
than the date set forth in the Agreement.
(b) Other Termination. Unless otherwise set forth in the
Agreement, if the employment with or service to the
Company of the holder of a Performance Grant terminates
during the Performance Period for any reason other than
Disability, Retirement or death, each Performance Grant
that is not vested shall be immediately forfeited.
V. General
5.1. Effective Date and Term of Plan. This Plan shall
be submitted to the stockholders of the Company for
approval at the Company’s 2015 annual meeting of
stockholders and, if so approved, the Plan shall become
effective as of the date on which the Plan was approved
by the Company’s stockholders. Once effective, this Plan
shall supersede and replace the Prior Plan; provided, that
the Prior Plan shall remain in effect with respect to all
outstanding awards granted under the Prior Plan until such
awards have been exercised, forfeited, cancelled, expired,
or otherwise terminated in accordance with the terms of
such awards. This Plan shall terminate as of the first annual
meeting of the Company’s stockholders to occur on or
after the tenth anniversary of its effective date, unless
terminated earlier by the Board; provided, however, that
no Incentive Stock Options shall be granted after the tenth
anniversary of the date on which the Plan was approved
by the Board. Termination of this Plan shall not affect
the terms or conditions of any award granted prior to
termination. Awards hereunder may be made at any time
prior to the termination of this Plan.
5.2. Amendments. The Board or the Committee may
amend or terminate this Plan, and except as provided
in Section 2.5, the Committee may amend outstanding
awards under this Plan in any manner as it shall deem
advisable in its sole discretion, subject to any requirement
of stockholder approval required by applicable law, rule or
regulation, including Section 162(m) and Section 422 of
the Code and the rules of the New York Stock Exchange;
provided, however, that no amendment of the Plan shall
be made without stockholder approval if such amendment
would (i) increase the maximum number of shares of
Common Stock available under this Plan (subject to
Section 5.7) or (ii) modify the prohibitions on the repricing
or discounting of Stock Options and SARs contained in
Section 2.5. No amendment of the Plan or an outstanding