Western Union 2014 Annual Report Download - page 79

61 | The Western Union Company – Proxy Statement
NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Executive Compensation PROXY STATEMENT
(2) These amounts represent restricted stock units granted under the Long-Term Incentive Plan to each of Messrs.
Agrawal, Almeida, Thompson and Dye as promotion or retention/merit grants. For actively employed executives,
these restricted stock units vest in 25% increments on each of the first through fourth year anniversaries of the date
of grant. Please see “Compensation Discussion and Analysis” for further information regarding these restricted stock
unit grants.
(3) These amounts represent stock options granted under the Long-Term Incentive Plan. For actively employed
executives, these options vest in 25% increments on each of the first through fourth year anniversaries of the date
of grant.
(4) The amounts shown in this column are valued based on the aggregate grant date fair value computed in accordance
with FASB ASC Topic 718 and, in the case of the performance-based restricted stock units, are based upon the
probable outcome of the applicable performance conditions. See Note 16 to the Consolidated Financial Statements
included in our Annual Report on Form 10-K for the year ended December 31, 2014 for a discussion of the relevant
assumptions used in calculating the amounts.
(5) These amounts represent the threshold, target and maximum Financial PSUs granted under the Long-Term Incentive
Plan. For actively employed executives, these Financial PSUs are scheduled to vest on February 20, 2017, subject to
the achievement of threshold revenue and operating income performance goals. See “Executive Compensation-
Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table” for further information regarding
this award.
(6) These amounts represent the threshold, target and maximum TSR PSUs granted under the Long-Term Incentive Plan.
The TSR PSUs are scheduled to vest on February 20, 2017 based on the Company’s relative TSR performance versus
the S&P 500 Index over a three-year performance period. See “Executive Compensation-Narrative to Summary
Compensation Table and Grants of Plan-Based Awards Table” for further information regarding this award.
(7) In connection with his mid-year promotion to the position of Executive Vice President and Chief Financial Officer,
Mr. Agrawal’s target award opportunity was increased from $405,000 to $495,000. The amount reported in the
table reflects Mr. Agrawal’s prorated award opportunity for 2014.
Narrative to Summary Compensation Table and Grants of Plan-Based
Awards Table
Employment Arrangements
As noted in the Compensation Discussion and Analysis,
the Company generally executes a written offer of
employment prior to the time an executive joins the
Company which describes the basic terms of the
executive’s employment, including his or her start date,
starting salary, bonus target, and long-term incentive
award target. The terms of the executive’s employment are
based thereafter on sustained good performance rather
than contractual terms, and the Company’s policies, such
as the Executive Severance Policy, will apply as warranted.
As noted in the Compensation Discussion and Analysis,
under certain circumstances, the Compensation
Committee recognizes that special arrangements with
respect to an executive’s employment may be necessary or
desirable. Accordingly, during 2014, Mr. Ersek was party
to an employment agreement pursuant to which Mr. Ersek
agreed to serve as the Company’s President and Chief
Executive Officer. The terms of Mr. Ersek’s employment
agreement provide for (i) eligibility to participate in the
Annual Incentive Plan and Long-Term Incentive Plan and
(ii) eligibility to participate in retirement, health, and
welfare benefit programs on the same basis as similarly
situated employees in Austria. Mr. Ersek’s employment
agreement also includes non-competition, non-solicitation,
and confidentiality provisions.
During 2014, the Company was also party to a
letter agreement with Mr. Agrawal describing the
terms and conditions applicable to Mr. Agrawal’s
2012-2013 expatriate assignment. Mr. Agrawal’s letter
agreement provided for, among other benefits, relocation
benefits, which included (i) customary relocation benefits