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Title: |
Senior Executive Incentive Plan |
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Date: |
2006 |
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$39 |
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ID: |
#2495939 |
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THE WESTERN UNION COMPANY
SENIOR EXECUTIVE INCENTIVE PLAN
(Effective January 1, 2007)
1. PURPOSE OF THE PLAN. The Western Union Company Senior Executive Incentive Plan (the Plan) is hereby established effective January 1, 2007 by the [Board of Directors] [Compensation and Benefits Committee of the Board of Directors] of The Western Union Company (the Company). The Plan is designed to encourage teamwork and individual performance by providing annual incentive compensation contingent upon the achievement of specified financial performance measures, to advance the interests of the Company by attracting and retaining key executives, and to reward contributions made by the Companys Chief Executive Officer and other senior executive officers in optimizing long-term value to the Companys shareholders by connecting a portion of each such executives total potential cash compensation to the attainment of objective Company financial goals. The Incentive Awards payable under the Plan are intended to qualify as performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, and shall be interpreted in a manner consistent with such intent.
2. DEFINITIONS. For purposes of this Plan, the following terms shall have the meanings set forth below:
2.1 Committee means the Compensation and Benefits Committee of the Companys Board of Directors, or any successor thereto or delegate thereof with the authority to act on behalf of the Committee with respect to this Plan.
2.2 Corporate Performance Measures means specified levels of earnings per share, the attainment of a specified price of the Companys common stock, specified levels of earnings before interest expense and taxes, operating profit, return to stockholders (including dividends), return on equity, earnings, revenues, pretax return on total capital, cash flow, cost reduction goals, economic value added, or any combination of the foregoing, as selected by the Committee for a specified performance or measurement period for purposes of this Plan, and as such measures may be adjusted for major nonrecurring and non-operating expense and income items, as determined by the Company and as acceptable to the Committee in its sole discretion, based on the facts and circumstances involved, as determined pursuant to generally accepted accounting principles, and as consistently applied by the Committee.
2.3 Division or Business Unit Performance Measures mean specified levels of revenue, operating profit, pretax return on total capital, cost reduction goals, economic value added, or any combination of the foregoing, as selected by the Committee for a specified performance or measurement period for purposes of this Plan, and as such measures may be adjusted for major nonrecurring and non-operating expense and income items, as determined by the Company and as acceptable to the Committee in its sole discretion, based on the facts and circumstances involved, as determined pursuant to generally accepted accounting principles, and as consistently applied by the Committee.
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