Western Union 2014 Annual Report Download - page 99

81 | The Western Union Company – Proxy Statement
Proposal 3 PROXY STATEMENT
NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
on a current or deferred basis, dividend equivalents,
or the deemed reinvestment of any deferred dividend
equivalents, with respect to such award. Prior to the
settlement of a bonus stock unit award in Common Stock,
the holder of a bonus stock unit award will not have any
rights as a stockholder of the Company.
The agreement relating to deferred 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. Under the terms of the 2015 Plan, deferred stock
unit awards will not be subject to any restriction period or
performance measures. Prior to settlement of a deferred
stock unit award in Common Stock, the holder of a deferred
stock unit will have no rights as a stockholder of the
Company, except to the extent the Plan Committee grants
dividend equivalents on deferred stock unit awards that are
settled in shares of Common Stock.
Performance Grants
The 2015 Plan also provides for the granting of
performance grants. The agreement relating to a
performance grant will specify (i) whether such award may
be settled in shares of Common Stock, restricted stock,
restricted stock units, cash or a combination thereof,
and (ii) whether the holder will be entitled to receive,
on a current or deferred basis, dividend equivalents.
Any dividend or dividend equivalents with respect to a
performance grant that remains subject to performance-
based vesting conditions will be subject to the same
restrictions as such performance grant. The agreement
relating to a performance grant will provide, in the manner
determined by the Plan Committee, for the vesting of such
performance grant if the specified performance measures
are satisfied or met during the specified performance
period. Prior to the settlement of a performance grant
in Common Stock or restricted stock, the holder of such
award will have no rights as a stockholder of the Company
with respect to such shares. Unless otherwise set forth
in an award agreement, in the event a participant’s
employment terminates due to disability, death or
retirement, a prorated portion of the performance grant
will vest based on actual satisfaction of the underlying
performance measures during the performance period.
Performance Measures
Under the 2015 Plan, the vesting, exercisability or
payment of certain awards may be made subject to the
satisfaction of performance measures. The performance
goals applicable to a particular award will be determined
by the Plan Committee at the time of grant. In the case of
an award that is intended to qualify for the performance-
based exemption from the $1 million deduction limit
under Section 162(m) of the Code, as described below,
the performance measures will be one or more of
the following corporate-wide or subsidiary, division,
operating unit or individual measures: the attainment
by a share of Common Stock of a specified value within
or for a specified period of time; earnings; earnings
per share; earnings before interest expense and taxes
(“EBIT”); earnings before interest, taxes, depreciation,
and amortization (“EBITDA”); return on equity; return
on assets; return on total capital; return to stockholders
(including dividends); total shareholder return; revenues;
cash flow(s); cost reduction goals; net income; operating
income; profit margin; expense management; economic
profit; economic value added; customer satisfaction;
productivity; employee retention; succession management;
management of the cost of insurance claims; achievement
of regulatory compliance performance goals; measurable
marketing effectiveness; achievement of diversity goals; or
any combination of the foregoing. Each such goal may be
expressed on an absolute or relative basis and may include
comparisons based on current internal targets, the past
performance of the Company (including the performance
of one or more subsidiaries, divisions or operating units)
or the past or current performance of other companies
(or a combination of such past and current performance).
The applicable performance measures may be applied on
a pre- or post-tax basis and may be adjusted or amended
in accordance with Section 162(m) of the Code to include
or exclude objectively determinable components of any
performance measure, including, without limitation,
special charges such as restructuring or impairment
charges, debt refinancing costs, extraordinary or noncash
items, unusual, nonrecurring or one-time events affecting
the Company or its financial statements or changes in law
or accounting principles.