Western Union 2014 Annual Report Download - page 94

The Western Union Company – Proxy Statement | 76
Proposal 3 PROXY STATEMENT
NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Proposal 3
Approval of The Western Union Company 2015 Long-Term
Incentive Plan
At the Annual Meeting, our stockholders will be asked
to approve The Western Union Company 2015 Long-
Term Incentive Plan (the “2015 Plan”). The 2015 Plan was
approved by the Board on February 20, 2015, subject
to stockholder approval, and will replace The Western
Union Company 2006 Long-Term Incentive Plan (the
“2006 Plan”). As of December 31, 2014, there were
approximately 37,556,580 shares of Common Stock that
remained available for future issuances under the 2006
Plan and which will cease to be available for future grants
if the 2015 Plan is approved by stockholders. If the 2015
Plan is approved by stockholders, we will continue to
be able to make awards of long-term equity incentives,
which are critical for attracting, motivating, rewarding
and retaining a talented management team who will
contribute to our success. The Board believes that the
Company has used equity in a reasonable manner, with a
three-year average burn rate of approximately 1.0% of the
Company’s outstanding shares of Common Stock.
The purposes of the 2015 Plan are to:
• advance the interests of the Company by attracting
and retaining high caliber employees, and other key
individuals who perform services for the Company or its
subsidiaries or affiliates;
• align the interests of our stockholders and recipients
of awards under the 2015 Plan by increasing the
proprietary interest of such recipients in the Company’s
growth and success; and
• motivate award recipients to act in the long-term best
interests of the Company and its stockholders.
Under the 2015 Plan, the Company may grant:
• non-qualified stock options;
• incentive stock options (within the meaning of Section
422 of the Code);
• stock appreciation rights (“SARs”), in the form of free-
standing SARs or tandem SARs;
• restricted stock, restricted stock units, bonus stock,
bonus stock units and deferred stock units (collectively,
“Stock Awards”); and
• performance grants.
As of March 19, 2015, approximately 10,000 employees
and 10 non-employee directors would be eligible to
participate in the 2015 Plan; however, participation in
our long-term incentive program has historically been
limited to non-employee directors and certain senior-
level employees, which, as of March 19, 2015, included
approximately 760 employees.
Plan Highlights
Some of the key features of the 2015 Plan are as follows:
• The 2015 Plan will be administered by a committee of the
Board or a subcommittee thereof (the “Plan Committee”),
comprised entirely of independent directors;
• Stock options and SARs granted under the 2015 Plan
may not be repriced without stockholder approval;
• Under the terms of the 2015 Plan, outstanding stock
options, SARs, Stock Awards and Performance grants
are subject to double trigger vesting upon a change in
control – meaning that both a qualifying termination of
employment and a change in control must occur prior
to the accelerated vesting of such awards;
• The 2015 Plan prohibits the grant of dividend
equivalents with respect to options and SARs;
• Options, SARs, restricted stock and restricted stock
unit awards will be subject to a minimum vesting
or restriction period of one-year, subject to certain
exceptions described in the 2015 Plan and the
accelerated vesting upon certain termination events;
• “Liberal share recycling” is prohibited – meaning
that the 2015 Plan does not recycle shares that were
not issued or delivered upon the net settlement or
net exercise of an option or SAR, shares delivered
to or withheld by us to pay the purchase price or