Western Union 2014 Annual Report Download - page 96

The Western Union Company – Proxy Statement | 78
Proposal 3 PROXY STATEMENT
NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Shares of Common Stock subject to an outstanding
option, free-standing SAR, Stock Award or Performance
Grant granted under the 2015 Plan, the 2006 Plan or
any other plan previously maintained by the Company
under which equity awards remain outstanding as of
the effective date of the 2015 Plan that are not issued
or delivered by reason of (i) the expiration, termination,
cancellation or forfeiture of such award (excluding shares
of Common Stock subject to an option cancelled upon
settlement of a related tandem SAR or subject to a
tandem SAR cancelled upon exercise of a related option),
or (ii) the settlement of such award in cash, will again
be available under the 2015 Plan; provided, however,
that shares of Common Stock subject to an award under
the 2015 Plan will not again be available for issuance
under the 2015 Plan if such shares are (a) shares that
were subject to an option or SAR and were not issued or
delivered upon the net settlement or net exercise of such
option or SAR, (b) shares delivered to or withheld by the
Company to pay the purchase price or withholding taxes
relating to an outstanding award or (c) shares repurchased
by the Company on the open market with the proceeds of
an option exercise.
To the extent necessary for an award to be qualified-
performance based compensation under Section 162(m)
of the Code, (i) the maximum number of shares of
Common Stock with respect to which options or SARs or
a combination thereof that may be granted during any
calendar year to any person will be 2,200,000, subject to
adjustment in the event of a stock split, stock dividend,
recapitalization, reorganization, merger, spin-off or other
similar change or event, (ii) the maximum number of
shares of Common Stock with respect to which Stock
Awards subject to performance measures or performance
grants denominated in shares of Common Stock that
may be earned by any person for each 12-month period
during a performance period will be 2,200,000, subject
to adjustment in the event of a stock split, stock dividend,
recapitalization, reorganization, merger, spin-off or other
similar change or event, and (iii) the maximum amount
that may be earned by any person for each 12-month
period during a performance period with respect
to performance grants denominated in cash will be
$8,000,000; provided, however, that the per person limits
included in this sentence will be multiplied by two for
awards granted to a participant in the year in which the
participant’s employment with the Company commences.
The aggregate grant date fair value of shares of Common
Stock that may be granted during any fiscal year of the
Company to any non-employee director will not exceed
$800,000; provided, however, that (i) the limit included in
this sentence will be multiplied by two in the year in which
a non-employee director commences service on the Board
and (ii) the limit included in this sentence will not apply to
awards made pursuant to an election to receive the award
in lieu of all or a portion of fees received for service on the
Board or any Board committee. On March 19, 2015, the
closing sales price per share of Common Stock as reported
on the NYSE was $19.25.
Eligible Employees.
Participants in the 2015 Plan will consist of such officers,
other employees, non-employee directors, consultants,
independent contractors, and agents (including any
individuals expected to become any of the foregoing) of
the Company, its subsidiaries and its affiliates, as selected
by the Plan Committee in its sole discretion.
Change in Control
If an award holder’s employment is terminated by the
Company, a subsidiary or an affiliate without cause (or
otherwise terminates for an eligible reason according to
the terms of any applicable Company severance policy)
within 24 months following a change in control, then
upon such termination of employment (i) each outstanding
option and SAR held by such holder will become fully
vested and exercisable, (ii) the restriction period applicable
to each outstanding award held by such holder will lapse,
and (iii) performance grants will vest or become exercisable
or payable in accordance with the applicable award
agreement.
Under the terms of the 2015 Plan, a change in control
is generally defined as (i) certain acquisitions of 35% or
more of the then outstanding shares of Common Stock,
(ii) a change in our Board during any 24 month period
resulting in the incumbent directors ceasing to constitute
at least a majority of our Board, (iii) the consummation of
a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the