Western Union 2014 Annual Report Download - page 88

Executive Compensation PROXY STATEMENT
The Western Union Company – Proxy Statement | 70
NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Footnotes:
(1) Under the Executive Severance Policy, following a change-in-control, an eligible executive will become entitled to
severance benefits if he or she is involuntarily terminated by the Company other than on account of death, disability
or for cause or terminates his or her own employment voluntarily for good reason within 24 months after the date of
the change-in-control.
(2) In accordance with the Executive Severance Policy, amounts in this column represent severance payments equal to the
named executive officer’s bonus for 2014 plus 1.5 times (two times in the case of the Chief Executive Officer and in the
case of all senior executives who terminate for an eligible reason within 24 months following a change-in-control) the
sum of the named executive officer’s base salary and target bonus.
(3) Amounts in this column represent a lump sum cash payment equal to the product of (i) the difference in
cost between the named executive officer’s actual health premiums and COBRA health premiums as of
December 31, 2014 and (ii) 18, the number of months of continuing COBRA coverage.
(4) Amounts in this column reflect tax gross-up calculations assuming a blended effective tax rate of approximately 40%
and a 20% excise tax incurred on excess parachute payments, as calculated in accordance with Internal Revenue
Code Sections 280G and 4999. The equity is valued using a closing stock price of $17.91 on December 31, 2014. As
noted above, the Executive Severance Policy prohibits the Company from providing change-in-control tax gross-ups
to individuals promoted or hired after April 2009. Accordingly, Mr. Ersek is the only Company employee who remains
eligible for excise tax gross-up payments.
(5) Amounts in these columns reflect the long-term incentive awards to be received upon a termination or a
change-in-control calculated in accordance with the Executive Severance Policy and the Long-Term Incentive Plan. In
the case of stock grants, the equity value represents the value of the shares (determined by multiplying the closing
stock price of $17.91 per share on December 31, 2014 by the number of unvested restricted stock units or, in the
case of performance-based restricted stock units, by the number of shares to be awarded based on the projected
achievement of the applicable performance objectives as of December 31, 2014, that would vest upon a change-in-
control or following a qualifying termination, death or disability). In the case of option awards, the equity value was
determined by multiplying (i) the spread between the exercise price and the closing stock price of $17.91 per share on
December 31, 2014 and (ii) the number of unvested option shares that would vest following a qualifying termination,
death, disability or upon a change-in-control. The calculation with respect to unvested long-term incentive awards
reflects the following additional assumptions under the Executive Severance Policy and the Long-Term Incentive Plan: