Western Union 2014 Annual Report Download - page 98

The Western Union Company – Proxy Statement | 80
Proposal 3 PROXY STATEMENT
NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Subject to the adjustment provisions set forth in the 2015
Plan, neither the Board nor the Plan Committee will,
without the approval of the Company’s stockholders,
(i) reduce the purchase price or base price of any previously
granted option or SAR, (ii) cancel any previously granted
option or SAR when the purchase price or base price per
share of Common Stock subject to the option or SAR
exceeds the fair market value of a share of Common Stock
in exchange for cash or another award (other than in
connection with a change in control) or (iii) take any other
action with respect to an option or SAR that would be
treated as a repricing under the rules and regulations of
the principal U.S. national securities exchange on which
the shares of Common Stock are listed.
Stock Awards
The 2015 Plan provides for the grant of Stock Awards.
The Plan Committee may grant a Stock Award either as a
restricted stock award, restricted stock unit award, bonus
stock award, bonus stock unit award or deferred stock
unit award. Except as otherwise determined by the Plan
Committee, restricted stock awards or restricted stock
unit awards will be subject to forfeiture if the holder does
not remain continuously in the employment or service of
the Company during the specified restriction period or
performance period or if specified performance measures
(if any) are not attained during the performance period.
Except as otherwise provided under the 2015 Plan, the
restriction period applicable to a restricted stock award or
restricted stock unit award may not lapse until one year
from the grant date, provided that the minimum restriction
period will not apply in the case of a restricted stock
award or restricted stock unit award that vests as a result
of the attainment of a specified performance measure or
in the case of a restricted stock award or restricted stock
unit award granted as an employee recognition award, a
retention award, or to a newly hired employee; provided
that except as provided for under the 2015 Plan the
minimum restriction period applicable to such award will
be six months.
Unless otherwise set forth in an award agreement, the
restriction period applicable to an outstanding stock
award will lapse and the performance measures applicable
to such award will be deemed to have been satisfied at
the maximum level in the event a participant’s termination
of employment due to death or disability. In the case of
restricted stock unit awards, unless otherwise set forth
in an award agreement, in the event a participant’s
employment terminates due to retirement, a prorated
portion of such restricted stock units will vest, with the
vesting of any restricted stock unit awards that are subject
to performance based vesting conditions determined
based on actual satisfaction of the underlying performance
measures during the performance period.
Unless otherwise set forth in a restricted stock award
agreement, the holder of shares of restricted stock
awarded will have rights as a stockholder of the Company,
including the voting rights, the right to receive dividends
and the right to participate in any capital adjustment
applicable to all holders of shares of Common Stock. With
respect to restricted stock awards subject to performance-
based vesting conditions and, unless the Plan Committee
determines otherwise, restricted stock awards subject
only to time-based vesting conditions, in each case, a
distribution with respect to shares of Common Stock,
including a regular cash dividend, will be deposited with
the Company and replaced with additional restricted stock
awards, subject to the same restrictions as the shares of
Common Stock with respect to which such distribution
was made.
The agreement awarding restricted stock units will
specify (i) whether such award may be settled in shares
of Common Stock, cash or a combination thereof,
and (ii) whether the holder will be entitled to receive
on a current or deferred basis, dividend equivalents,
or the deemed reinvestment of any deferred dividend
equivalents, with respect to such award. Any dividend
equivalents with respect to restricted stock units that are
subject to performance-based vesting conditions will be
subject to the same restrictions as such restricted stock
units. Prior to settlement of a restricted stock unit award
in Common Stock, the holder of a restricted stock unit will
have no rights as a stockholder of the Company.
Bonus stock awards and bonus stock units will not be
subject to any restriction period or performance measures.
The award agreement relating to a bonus stock unit award
will specify (i) whether such award may be settled in
shares of Common Stock, cash or the combination thereof
and (ii) whether the holder will be entitled to receive,