Western Union 2015 Annual Report Download - page 81

NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
2016 Proxy Statement | 63
EXECUTIVE COMPENSATION
(4) Amounts in this column reflect tax gross-up calculations assuming a blended effective tax rate of approximately 40% and a 20% excise tax
incurred on excess parachute payments, as calculated in accordance with Internal Revenue Code Sections 280G and 4999. The equity is
valued using a closing stock price of $17.91 per share on December 31, 2015. As noted above, the Executive Severance Policy prohibits the
Company from providing change-in-control tax gross-ups to individuals promoted or hired after April 2009. Accordingly, Mr. Ersek is the only
Company employee who remains eligible for excise tax gross-up payments.
(5) Amounts in these columns reflect the long-term incentive awards to be received upon a termination or a change-in-control calculated in
accordance with the Executive Severance Policy and the Long-Term Incentive Plan. In the case of stock grants, the equity value represents the
value of the shares (determined by multiplying the closing stock price of $17.91 per share on December 31, 2015 by the number of unvested
restricted stock units or, in the case of PSUs, by the number of shares to be awarded based on the projected achievement of the applicable
performance objectives as of December 31, 2015, that would vest upon a qualifying termination, death or disability). In the case of option
awards, the equity value was determined by multiplying (i) the spread between the exercise price and the closing stock price of $17.91 per share
on December 31, 2015 and (ii) the number of unvested option shares that would vest following a qualifying termination, death or disability. The
calculation with respect to unvested long-term incentive awards reflects the following additional assumptions under the Executive Severance
Policy and the Long-Term Incentive Plan:
EVENT UNVESTED STOCK OPTIONS UNVESTED RESTRICTED STOCK PERFORMANCE-BASED RESTRICTED STOCK UNITS
Change-in-Control and Termination
for Eligible Reason within 24-month
Period
Accelerate Accelerate Accelerated vesting and award is payable
to the extent earned based on actual
performance results.
Change-in-Control (No Termination) Vesting continues under
normal terms.
Vesting continues under
normal terms.
Vesting continues under normal terms.
Involuntary Termination (Not for
Cause prior to a Change-in-Control
or after the 24-month Period
following a Change-in-Control)
Prorated vesting by
grant based on ratio of
days since grant to total
days in vesting period.
Prorated vesting by
grant based on ratio of
days since grant to total
days in vesting period.
Prorated vesting by grant based on actual
performance results and ratio of days
since grant to total days in vesting period;
if termination occurs prior to the one year
anniversary of the grant date, the awards
are forfeited.
Death or Disability Accelerate Accelerate Accelerated vesting and award is payable
to the extent earned based on actual
performance results.
Retirement Effective for grants on
January 31, 2011 and
later, prorated vesting by
grant based on ratio of
days since grant to total
days in vesting period,
with an exercise period
equal to the earlier
of (i) two years post-
termination (three years,
in the case of the CEO)
and (ii) the expiration
date.
Grants made prior to
January 31, 2011 may be
exercised until four years
after the termination
date or, if earlier until the
expiration date.
Prorated vesting by
grant based on ratio of
days since grant to total
days in vesting period.
Prorated vesting by grant based on actual
performance results and ratio of days
since grant to total days in vesting period.
(6) Mr. Ersek is the only named executive officer eligible for retirement, as defined under the Long-Term Incentive Plan.