Western Union 2014 Annual Report Download - page 97

79 | The Western Union Company – Proxy Statement
Proposal 3 PROXY STATEMENT
NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Company (unless, among other conditions, the Company’s
stockholders receive more than 50% of the stock of the
resulting company) or (iv) the consummation of a complete
liquidation or dissolution of the Company.
Effective Date, Termination and Amendment
If approved by our stockholders at the Annual Meeting,
the 2015 Plan will become effective as of the date of such
stockholder approval, and will terminate as of the first
annual meeting of the Company’s stockholders to occur
on or after the tenth anniversary of the effective date,
unless earlier terminated by the Board. The Board may
amend the 2015 Plan at any time, subject to stockholder
approval if (i) required by applicable law, rule or regulation,
including Section 162(m) of the Code, or any rule of the
NYSE, (ii) such amendment would increase the maximum
number of shares of Common Stock available under the
2015 Plan, or (iii) the Board seeks to modify the option and
SAR repricing provisions in the 2015 Plan. No amendment
may impair the rights of a holder of an outstanding award
without the consent of such holder.
Non-Transferability
The 2015 Plan restricts the ability of a participant from
transferring awards granted under the 2015 Plan other
than by will, the laws of descent and distribution or
pursuant to beneficiary designation procedures approved
by the Company or, to the extent expressly permitted in
the award agreement, to the holder’s family members, a
trust or entity established by the holder for estate planning
purposes or a charitable organization designated by the
holder, in each case, without consideration.
Stock Options and SARs
The 2015 Plan provides for the grant of non-qualified
stock options, incentive stock options and SARs. The
Plan Committee will determine the conditions to the
exercisability of each option and SAR.
Each option will be exercisable for no more than ten
(10) years after its date of grant, unless the option is an
incentive stock option and the optionee owns greater
than ten percent (10%) of the voting power of all shares
of capital stock of the Company (a “ten percent holder”),
in which case the option will be exercisable for no more
than five years after its date of grant. Except in the case of
substitute awards granted in connection with a corporate
transaction, the purchase price of an option will not be
less than 100% of the fair market value of a share of
Common Stock on the date of grant, unless the option is
an incentive stock option and the optionee is a ten percent
holder, in which case the option purchase price will be the
price required by the Code.
Each SAR will be exercisable for no more than ten
(10) years after its date of grant. Except in the case of
substitute awards granted in connection with a corporate
transaction, the base price of a SAR will not be less than
100% of the fair market value of a share of Common
Stock on the date of grant, provided that the base price
of a SAR granted in tandem with an option (a “tandem
SAR”) will be the purchase price of the related option. A
SAR entitles the holder to receive upon exercise (subject
to withholding taxes) shares of Common Stock (which
may be restricted stock) or, to the extent provided in the
award agreement, cash or a combination thereof, with
an aggregate value equal to the difference between the
fair market value of the shares of Common Stock on the
exercise date and the base price of the SAR.
Except as otherwise provided under the 2015 Plan, no
option or SAR award may become exercisable until one
year from the grant date, provided that this minimum
vesting period will not apply in the case of an option or
SAR that becomes exercisable as a result of the attainment
of a specified performance measure or in the case of an
option or SAR granted as an employee recognition award,
a retention award, or to a non-employee director or a
newly hired employee; provided that except for a stock
option or SAR granted to a non-employee director or as
otherwise provided for under the 2015 Plan no portion
of any such option or SAR may become exercisable until
six months from the grant date.
Unless otherwise specified in an award agreement,
outstanding options and SARs will vest in full in the event
of a participant’s termination of employment due to
death or disability and will vest on a pro rata basis in the
event of a participant’s termination of employment due
to retirement.