Western Union 2014 Annual Report Download - page 95

77 | The Western Union Company – Proxy Statement
Proposal 3 PROXY STATEMENT
NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
withholding taxes relating to an outstanding award or
shares repurchased by us on the open market with the
proceeds of a stock option exercise;
• Under the 2015 Plan, 31,000,000 shares of Common
Stock will initially be available for awards;
• Except with respect to substitute awards granted in
connection with a corporate transaction, the purchase
price of options and the base price for SARs granted
under the 2015 Plan may not be less than the fair
market value of a share of Common Stock on the date
of grant; and
• Awards granted under the 2015 Plan will be subject to
our clawback policy, as in effect from time to time.
Description of the 2015 Plan
The following description is qualified in its entirety
by reference to the plan document, a copy of which
is attached to this Proxy Statement as Annex I and
incorporated herein by reference.
Administration
The 2015 Plan will be administered by the Plan Committee,
consisting of two or more members of the Board, each
of whom will be (i) a “non-employee director” within the
meaning of Rule 16b-3 under the Exchange Act, (ii) an
“outside director” within the meaning of Section 162(m)
of the Code, and (iii) “independent” within the meaning
of the rules of the NYSE. It is currently anticipated that the
Compensation Committee will administer the 2015 Plan.
Subject to the terms of the 2015 Plan, the Plan Committee
will have the authority to select eligible persons to receive
awards and determine all of the terms and conditions
of each award. The Committee may approve an award
agreement that, upon the termination of an award
holder’s employment or service, provides that, or may, in
its sole discretion based on a review of all relevant facts
and circumstances, otherwise take action regarding an
agreement such that (i) any or all outstanding options
and SARs will become exercisable in part or in full, (ii) all
or a portion of the restriction period applicable to any
outstanding Stock Award will lapse, (iii) all or a portion
of the performance period applicable to any outstanding
award will lapse and (iv) the performance measures
applicable to any outstanding award (if any) will be
deemed to be satisfied at the maximum or any other level.
The Plan Committee will also have authority to establish
rules and regulations for administering the 2015 Plan and
to decide questions of interpretation or application of any
provision of the 2015 Plan.
The Plan Committee may delegate some or all of its power
and authority under the 2015 Plan to the Board or, subject
to applicable law, to another committee, a member of
the Board, the President and Chief Executive Officer or
such other executive officer of the Company as the Plan
Committee deems appropriate, except that (i) it may not
delegate its power and authority to the Board, another
committee, a member of the Board or the President and
Chief Executive Officer or any other executive officer with
regard to awards to persons who are “covered employees”
within the meaning of Section 162(m) of the Code or
are likely to become such while an award is outstanding,
and (ii) it may not delegate its power and authority to
another committee, a member of the Board, the President
and Chief Executive Officer or any other executive officer
with regard to (y) awards to persons subject to Section
16 of the Exchange Act, or (z) any decision regarding the
impact of a change in control on awards issued under the
2015 Plan.
Available Shares
Under the 2015 Plan, 31,000,000 shares of Common
Stock will initially be available for all awards, subject to
adjustment in the event of a stock split, stock dividend,
recapitalization, reorganization, merger, spin-off or other
similar change or event. No more than 31,000,000 shares
of Common Stock in the aggregate may be issued under
the 2015 Plan in connection with incentive stock options.
The number of shares of Common Stock that remain
available for future grants under the 2015 Plan will be
reduced by the aggregate number of shares of Common
Stock that become subject to outstanding stock options,
outstanding free-standing SARs, outstanding Stock
Awards and outstanding performance grants denominated
in shares of Common Stock.