Western Union 2014 Annual Report Download - page 134

NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
The Western Union Company – Proxy Statement | A-18
Annex I PROXY STATEMENT
statutory withholding rate. Any fraction of a share of
Common Stock which would be required to satisfy such an
obligation shall be disregarded and the remaining amount
due shall be paid in cash by the holder.
5.6. Restrictions on Shares. Each award made
hereunder shall be subject to the requirement that if at any
time the Company determines that the listing, registration
or qualification of the shares of Common Stock subject
to such award upon any securities exchange or under any
law, or the consent or approval of any governmental body,
or the taking of any other action is necessary or desirable
as a condition of, or in connection with, the vesting,
exercise or settlement of such award or the delivery of
shares thereunder, such award shall not vest, be exercised
or settled and such shares shall not be delivered unless
such listing, registration, qualification, consent, approval
or other action shall have been effected or obtained,
free of any conditions not acceptable to the Company.
In addition, the Committee may condition the grant of
an award on compliance with certain listing, registration
or other qualifications applicable to the award under any
law or any obligation to obtain the consent or approval
of a governmental body. The Company may require that
certificates or other indicia of ownership evidencing shares
of Common Stock delivered pursuant to any award made
hereunder bear a legend indicating that the sale, transfer
or other disposition thereof by the holder is prohibited
except in compliance with the Securities Act of 1933, as
amended, and the rules and regulations thereunder.
5.7. Adjustment. In the event of any equity restructuring
(within the meaning of Financial Accounting Standards
Board Accounting Standards Codification Topic 718,
Compensation—Stock Compensation) that causes the per
share value of shares of Common Stock to change, such
as a stock dividend, stock split, spinoff, rights offering
or recapitalization through an extraordinary dividend,
the number and class of securities available under
this Plan, the terms of each outstanding Stock Option
and SAR (including the number and class of securities
subject to each outstanding Stock Option or SAR and
the purchase price or base price per share), the terms of
each outstanding Stock Award (including the number
and class of securities subject thereto), the terms of each
outstanding Performance Grant (including the number and
class of securities subject thereto), the maximum number
of securities with respect to which Stock Options or SARs
may be granted during any fiscal year of the Company
to any one grantee, the maximum number of shares of
Common Stock that may be awarded during any fiscal
year of the Company to any one grantee pursuant to a
Stock Award that is subject to Performance Measures
or a Performance Grant shall be appropriately adjusted
by the Committee, such adjustments to be made in the
case of outstanding Stock Options and SARs without an
increase in the aggregate purchase price or base price and
in accordance with Section 409A of the Code. In the event
of any other change in corporate capitalization, including
a merger, consolidation, reorganization, or partial or
complete liquidation of the Company, such equitable
adjustments described in the foregoing sentence may
be made as determined to be appropriate and equitable
by the Committee to prevent dilution or enlargement of
rights of participants. In either case, the decision of the
Committee regarding any such adjustment shall be final,
binding and conclusive.
5.8. Change in Control. If an award holder’s
employment is terminated by the Company, a Subsidiary
or an Affiliate without Cause (or otherwise terminates
for an eligible reason according to the terms of the
Company severance policy applicable to the holder as
of the effective date of a Change in Control) during
the period commencing on and ending twenty-four
months after the effective date of the Change in Control,
then effective on the holder’s date of termination of
employment (i) each outstanding Stock Option and
SAR held by such holder shall become fully vested and
exercisable, (ii) the Restriction Period applicable to each
outstanding award held by such holder shall lapse, and
(iii) Performance Grants shall vest or become exercisable
or payable in accordance with the applicable Agreements;
provided, however, that awards that provide for a deferral
of compensation within the meaning of Section 409A
of the Code be settled in accordance with the applicable
Agreements, subject to the terms of the Plan and Section
409A of the Code. Notwithstanding any provision of this
Plan to the contrary, each Stock Option or SAR granted
to such holder shall remain exercisable by the holder
(or his or her legal representative or similar person)