Western Union 2014 Annual Report Download - page 136

NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
The Western Union Company – Proxy Statement | A-20
Annex I PROXY STATEMENT
but unless otherwise superseded by the terms of such
sub-plan, the provisions of this Plan shall govern the
operation of such sub-plan.
5.15. Termination of Employment or Service. Unless
otherwise determined by the Committee, an award holder
employed by or providing service to an entity that is a
Subsidiary or an Affiliate under this Plan shall be deemed
to have terminated employment with or service to the
Company for purposes of this Plan on the date that such
entity ceases to be a Subsidiary or an Affiliate hereunder.
5.16. Code Section 409A. Notwithstanding anything
in this Plan to the contrary (for purposes of this Section
5.16, “Plan” shall include all Agreements under the Plan),
the Plan will be construed, administered or deemed
amended as necessary to comply with the requirements
of Section 409A of the Code to avoid taxation under
Section 409A(a)(1) of the Code to the extent subject
to Section 409A of the Code. The Committee, in its
sole discretion, shall determine the requirements of
Section 409A of the Code applicable to the Plan and shall
interpret the terms of the Plan consistently therewith.
Under no circumstances, however, shall the Company or
any Subsidiary or Affiliate or any of its or their employees,
officers, directors, service providers or agents have
any liability to any person for any taxes, penalties or
interest due on amounts paid or payable under the Plan,
including any taxes, penalties or interest imposed under
Section 409A of the Code. Any payments to award
holders pursuant to this Plan are also intended to be
exempt from Section 409A of the Code to the maximum
extent possible, first, to the extent such payments are
scheduled to be paid and are in fact paid during the
short-term deferral period, as short-term deferrals
pursuant to Treasury regulation §1.409A-1(b)(4), and
then, if applicable, under the separation pay exemption
pursuant to Treasury regulation §1.409A-1(b)(9)(iii), and
for this purpose each payment shall be considered a
separate payment such that the determination of whether
a payment qualifies as a short-term deferral shall be made
without regard to whether other payments so qualify and
the determination of whether a payment qualifies under
the separation pay exemption shall be made without
regard to any payments which qualify as short-term
deferrals. To the extent any amounts under this Plan are
payable by reference to an award holder’s “termination
of employment,” such term shall be deemed to refer to
the award holder’s “separation from service,” within the
meaning of Section 409A of the Code. Notwithstanding
any other provision in this Plan, if an award holder is a
“specified employee,” as defined in Section 409A of the
Code, as of the date of the award holder’s separation from
service, then to the extent any amount payable under this
Plan (i) constitutes the payment of nonqualified deferred
compensation, within the meaning of Section 409A of the
Code, (ii) is payable upon the award holder’s separation
from service and (iii) under the terms of this Plan would be
payable prior to the six-month anniversary of the award
holder’s separation from service, such payment shall be
delayed until the earlier to occur of (a) the six-month
anniversary of the separation from service or (b) the date
of the award holder’s death.
5.17. Awards Subject to Clawback. Except to the
extent prohibited by law, the awards granted under
this Plan and any cash payment or Common Stock
delivered pursuant to an award are subject to forfeiture,
recovery by the Company or other action pursuant to the
applicable Agreement or any clawback or recoupment
policy which the Company may adopt from time to time,
including without limitation any such policy which the
Company may be required to adopt under the Dodd-Frank
Wall Street Reform and Consumer Protection Act and
implementing rules and regulations thereunder, or as
otherwise required by law.