Western Union 2014 Annual Report Download - page 133

NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
A-17 | The Western Union Company – Proxy Statement
Annex I PROXY STATEMENT
award may impair the rights of a holder (the determination
of which shall be made by the Committee in its sole
discretion) of an outstanding award without the consent
of such holder.
5.3. Agreement. The Company may condition an award
holder’s right (a) to exercise, vest or settle the award
and (b) to receive delivery of shares, on the execution
and delivery to the Company of the Agreement and the
completion of other requirements, including, but not
limited to, the execution of a nonsolicitation agreement
by the recipient and delivery thereof to the Company.
Notwithstanding anything contained herein to the
contrary, the Committee may approve an Agreement that,
upon the termination of an award holder’s employment
or service, provides that, or may, in its sole discretion
based on a review of all relevant facts and circumstances,
otherwise take action regarding an Agreement such that
(i) any or all outstanding Stock Options and SARs shall
become exercisable in part or in full, (ii) all or a portion of
the Restriction Period applicable to any outstanding Stock
Award shall lapse, (iii) all or a portion of the Performance
Period applicable to any outstanding award shall lapse
and (iv) the Performance Measures applicable to any
outstanding award (if any) shall be deemed to be satisfied
at the maximum or any other level.
5.4. Non-Transferability. No award shall be transferable
other than by will, the laws of descent and distribution
or pursuant to beneficiary designation procedures
approved by the Company or, to the extent expressly
permitted in the Agreement relating to such award, to
the holder’s family members, a trust or entity established
by the holder for estate planning purposes or a charitable
organization designated by the holder, in each case,
without consideration. Except to the extent permitted by
the foregoing sentence or the Agreement relating to an
award, each award may be exercised or settled during
the holder’s lifetime only by the holder or the holder’s
legal representative or similar person. Except as permitted
by the second preceding sentence, no award may be
sold, transferred, assigned, pledged, hypothecated,
encumbered or otherwise disposed of (whether by
operation of law or otherwise) or be subject to execution,
attachment or similar process. Upon any attempt to so
sell, transfer, assign, pledge, hypothecate, encumber or
otherwise dispose of any award, such award and all rights
thereunder shall immediately become null and void.
5.5. Tax Withholding. The Company shall have the
right to require, as of the grant, vesting, or exercise of
an award, the sale of any shares of Common Stock, the
receipt of any dividends or the payment of any cash
pursuant to an award made hereunder, payment by the
holder of such award of any federal, state, local, foreign or
other income, social insurance, payroll or other tax-related
items which may be required to be withheld or paid in
connection with such award. An Agreement may provide
that (i) the Company shall withhold whole shares of
Common Stock which would otherwise be delivered to a
holder having an aggregate Fair Market Value determined
as of the date the obligation to withhold or pay taxes
arises in connection with an award (the “Tax Date”) in
the amount necessary to satisfy any such obligation, or
withhold an amount of cash which would otherwise be
payable to a holder, including withholding from wages
or other cash compensation otherwise due to the holder,
in the amount necessary to satisfy any such obligation or
(ii) the holder may satisfy any such obligation by any of
the following means: (A) a cash payment to the Company,
(B) delivery (either actual delivery or by attestation
procedures established by the Company) to the Company
of Common Stock having an aggregate Fair Market Value,
determined as of the Tax Date, equal to the amount
necessary to satisfy any such obligation, (C) authorizing
the Company to withhold whole shares of Common Stock
which would otherwise be delivered having an aggregate
Fair Market Value, determined as of the Tax Date, or
withhold an amount of cash which would otherwise be
payable to a holder, equal to the amount necessary to
satisfy any such obligation, (D) a cash payment to the
Company by a broker-dealer acceptable to the Company
to whom the holder has submitted an irrevocable notice
of exercise (in the case of a Stock Option) or an irrevocable
notice of sale (in the case of a Stock Award), in each
case to the extent set forth in the Agreement relating
to an award, or (E) any combination of (A), (B) and (C).
Shares of Common Stock to be delivered or withheld
may not have an aggregate Fair Market Value in excess
of the amount determined by applying the minimum