Western Union 2014 Annual Report Download - page 135

NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
A-19 | The Western Union Company – Proxy Statement
Annex I PROXY STATEMENT
until the earlier of (y) the date that ends on the later of
(1) one-year following the award holder’s termination of
employment under this section, (2) the expiration of the
applicable Post-Termination Exercise Period under the
Plan, (3) the expiration of any post-termination exercise
period mandated by local statute, or (4) if an award holder
is subject to a severance policy as of the effective date
of a Change in Control, the end of the severance period
applicable to the holder under such severance policy, or
(z) the expiration date of the term of the Stock Option
or SAR.
5.9. Deferrals. The Committee may determine that
the delivery of shares of Common Stock or the payment
of cash, or a combination thereof, upon the exercise or
settlement of all or a portion of any award (other than
awards of Incentive Stock Options, Nonqualified Stock
Options and SARs) made hereunder shall be deferred, or
the Committee may, in its sole discretion, approve deferral
elections made by holders of awards. Deferrals shall be
for such periods and upon such terms as the Committee
may determine in its sole discretion, subject to the
requirements of Section 409A of the Code.
5.10. No Right of Participation or Employment. No
person shall have any right to participate in this Plan.
Neither this Plan nor any award made hereunder
shall confer upon any person any right to continued
employment by the Company, any Subsidiary or any
Affiliate of the Company or affect in any manner the right
of the Company, any Subsidiary or any Affiliate of the
Company to terminate the employment of any person at
any time without liability hereunder.
5.11. Rights as Stockholder. No person shall have any
right as a stockholder of the Company with respect to
any shares of Common Stock or other equity security of
the Company which is subject to an award hereunder
unless and until such person becomes a stockholder of
record with respect to such shares of Common Stock or
equity security.
5.12. Designation of Beneficiary. If permitted by the
Committee, the holder of an award may file with the
Committee a written designation of one or more persons
as such holder’s beneficiary or beneficiaries (both primary
and contingent) in the event of the holder’s death. To
the extent an outstanding Stock Option or SAR granted
hereunder is exercisable, such beneficiary or beneficiaries
shall be entitled to exercise such Stock Option or SAR to
the extent permitted under local law.
Each beneficiary designation shall become effective only
when filed in writing with the Committee during the
holder’s lifetime on a form prescribed by the Committee.
The spouse of a married holder domiciled in a community
property jurisdiction shall join in any designation of a
beneficiary other than such spouse. The filing with the
Committee of a new beneficiary designation shall cancel
all previously filed beneficiary designations.
If a holder fails to designate a beneficiary, or if all
designated beneficiaries of a holder predecease the holder,
then each outstanding Stock Option and SAR hereunder
held by such holder, to the extent exercisable, may be
exercised by such holder’s executor, administrator, legal
representative or similar person.
5.13. Governing Law. This Plan, each award hereunder
and the related Agreement, and all determinations made
and actions taken pursuant thereto, to the extent not
otherwise governed by the Code or the laws of the United
States, shall be governed by the laws of the State of
Delaware and construed in accordance therewith without
giving effect to principles of conflicts of laws.
5.14. Foreign Employees. The Committee may adopt,
amend or rescind rules, procedures or sub-plans relating
to the operation and administration of the Plan to
accommodate the specific requirements of local laws
and procedures and to foster and promote achievement
of the purposes of this Plan. Without limiting the
generality of the foregoing, the Committee is specifically
authorized to adopt rules, procedures and sub-plans with
provisions that limit or modify rights on death, Disability
or Retirement or on termination of employment; available
methods of exercise or settlement of an award; payment
of income, social insurance contributions and payroll
taxes; the withholding procedures and handling of any
stock certificates or other indicia of ownership which vary
with local requirements. The Committee may also adopt
rules, procedures or sub-plans applicable to particular
Subsidiaries, Affiliates or locations. The rules of such
sub-plans may take precedence over other provisions
of this Plan, with the exception of Sections 1.5 and 5.2,