exv10w28






Exhibit 10.28




THE WESTERN UNION COMPANY 2006 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT — TERMS AND CONDITIONS

EXECUTIVE COMMITTEE (AUSTRIA)





	1.	 	Pursuant to The Western Union Company 2006 Long-Term Incentive Plan (the “Plan”), The Western
Union Company (the “Company”) hereby grants to you (“Executive”) an award of Restricted Stock
Units (the “Units”), in the amount specified in your Award Notice (which forms part of this
Agreement) as of the Grant Date specified in your Award Notice, related to shares of the
Company’s common stock (“Shares”), such grant contingent upon your acceptance of these terms
and conditions and subject to the restrictions set forth in this Agreement and the Plan. The
terms of the Plan are hereby incorporated in this Agreement by this reference and made a part
hereof. Capitalized terms not defined herein shall have the same definitions as set forth in
the Plan.






	2.	 	Each Unit shall provide for the issuance and transfer to Executive of one Share upon lapse of
the restrictions set forth in paragraph 3 below. Upon issuance and transfer of Shares to the
Executive following the Restricted Period (as defined herein), Executive shall have all rights
incident to ownership of such Shares, including but not limited to voting rights and the right
to receive dividends.






	3.	 	Subject to other provisions of this Agreement and the terms of the Plan, on the third
anniversary of the Grant Date, all restrictions on the Units shall lapse and the Shares
subject to the Units shall be issued and transferred to Executive. Effective on and after
such date, subject to applicable local laws and Company policies, Executive may hold, assign,
pledge, sell, or transfer the Shares in Executive’s discretion. The three year period in
which the Units may be forfeited by the Executive is defined as the “Restricted Period.”
Notwithstanding the foregoing provisions in this paragraph 3, you will forfeit all rights to
the Units unless you accept these Terms and Conditions either through on-line electronic
acceptance (if permitted by the Company) or by signing and returning to the Company a copy of
these Terms and Conditions prior to the third anniversary of the Grant Date. Signed copies of
these Terms and Conditions should be sent to the attention of: Western Union Stock Plan
Administration, 12500 E. Belford Avenue, M21B2, Englewood, Colorado 80112.






	 	 	Prior to the issuance and transfer of Shares upon vesting, the Units will represent only an
unfunded and unsecured obligation of the Company. Any Units that vest in accordance with
paragraphs 3, 7 or 9 will be settled as soon as administratively practicable after vesting
(i.e., upon lapse of the restrictions on the Units). If at any time the Company determines,
in its discretion, that the listing, registration or qualification of the Shares upon any
securities exchange or under any foreign, state or federal law, or the consent or approval
of any governmental authority is necessary or desirable as a condition to the issuance and
transfer of Shares to the Executive (or his or her estate), such issuance and transfer will
not occur unless and until such listing, registration, qualification, consent or approval
will have been effected or obtained.





Executive Committee (Austria)




 









 









	4.	 	Regardless of any action the Company or Executive’s employer takes with respect to any or all
income tax (including federal, state and local taxes), social insurance, payroll tax, payment
on account or other tax-related withholding (“Tax Related Items”), Executive acknowledges that
the ultimate liability for all Tax Related Items legally due by Executive is and remains
Executive’s responsibility and that the Company and/or Executive’s employer (i) make no
representations or undertakings regarding the treatment of any Tax Related Items in connection
with any aspect of the Units, including the grant of the Units, the vesting of the Units, the
conversion of the Units into Shares, the subsequent sale of any Shares acquired at vesting and
the receipt of any dividends or dividend equivalents; and (ii) do not commit to structure the
terms of the grant or any aspect of the Units to reduce or eliminate Executive’s liability for
Tax Related Items.






	 	 	Prior to the issuance and transfer of Shares upon vesting of the Units, Executive shall pay,
or make adequate arrangements satisfactory to the Company or to Executive’s employer (in
their sole discretion) to satisfy all withholding and payment on account obligations of the
Company and/or Executive’s employer. In this regard, Executive authorizes the Company or
Executive’s employer to withhold all applicable Tax Related Items legally payable by
Executive from Executive’s wages or other cash compensation payable to Executive by the
Company or Executive’s employer. Alternatively, or in addition, if permissible under local
law, the Executive may elect to satisfy his obligations with respect to all applicable Tax
Related Items by any of the following means: (1) making a cash payment to the Company or
Executive’s employer, (2) authorizing the Company to sell Shares to be issued on vesting of
the Units to satisfy such obligation, or (3) authorizing the Company to withhold whole
 shares of common stock which would otherwise be delivered having an aggregate Fair Market
Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such
obligation. Shares of common stock withheld may not have an aggregate Fair Market Value in
excess of the amount determined by applying the minimum statutory withholding rate.
Executive shall pay to the Company or to Executive’s employer any amount of Tax Related
Items that the Company or Executive’s employer may be required to withhold as a result of
Executive’s receipt of the Units, the vesting of the Units, or the conversion of the vested
Units to Shares that cannot be satisfied by the means previously described. The Company may
refuse to deliver Shares to the Executive if Executive fails to comply with Executive’s
obligations in connection with the Tax Related Items as described herein.






	5.	 	The Units may not be sold, assigned, transferred, pledged, or otherwise disposed of, except
by will or the laws of descent and distribution, while subject to restrictions. If Executive
or anyone claiming under or through Executive attempts to make any such sale, transfer,
assignment, pledge or other disposition of Units in violation of this paragraph 5, such
attempted violation shall be null, void, and without effect.






	6.	 	Executive shall forfeit Executive’s right to any unvested Units (and any associated dividend
equivalents) if Executive’s continuous employment with the Company or a Subsidiary or
Affiliate terminates for any reason during the Restricted Period (except solely by reason of a
period of Related Employment or as set forth in paragraphs 7 and 9).






	7.	 	Except to the extent paragraph 9 applies, if Executive’s employment with the Company or a





Executive Committee (Austria)






 









 





	 	 	Subsidiary or Affiliate is terminated involuntarily and without Cause and on the date of such
termination Executive is an eligible participant in the Severance/Change in Control Policy
applicable to members of the Company’s Executive Committee, any then-restricted Units shall
vest on a prorated basis effective on Executive’s termination date. Such prorated vesting
shall be calculated by multiplying the number of Units by a fraction, the numerator of which
is the number of days that have elapsed between the Grant Date and Executive’s termination
date and the denominator of which is the number of days between the Grant Date and the third
anniversary of the Grant Date. If Executive dies or incurs a Disability during a period of
continuous employment with the Company or a Subsidiary or Affiliate during the Restricted
Period, Executive shall immediately vest, as of the date of such termination of employment, in
any then-unvested Units. Executive shall not vest in any unvested Units by reason of
Retirement.
	 
	8.	 	Prior to the issuance and transfer of Shares upon vesting, Executive will be credited with
amounts equal to the regular cash dividends that would be payable to Executive if Executive
had been transferred such Shares, which amounts shall accrue during the Restricted Period and
be paid in cash upon lapse of the Restricted Period; provided, however, that if the Company
adopts a shareholder-wide dividend reinvestment program during the Restricted Period, the
Committee may direct that Executive be credited with additional Restricted Stock Units equal
to the dividends that would be payable with respect to the Shares on or after the date of
adoption of such program if Executive had been transferred such Shares and which shall be
subject to the same terms as this Agreement, with the increase in the number of Restricted
Stock Units equal to the number of Shares that could be purchased with the dividends based on
the value of the Shares at the time such dividends are paid (in lieu of crediting Executive
with any fractional Units, the Committee may direct that amounts equal to the fair market
value of any such fractional Units accrue during the restricted period and be paid in cash
upon lapse of the restrictions). This Paragraph 8 will not apply with respect to record dates
for dividends occurring prior to the Grant Date or after the Restricted Period has lapsed.
During the Restricted Period, Executive (and any person succeeding to Executive’s rights
pursuant to the Plan) will not be a shareholder of record of the Shares underlying the Units
and will have no voting or other shareholder rights with respect to such Shares.
	 
	9.	 	If Executive is eligible to participate in the Severance/Change in Control Policy applicable
to members of the Company’s Executive Committee at the time of a Change in Control and
Executive’s employment with the Company, a Subsidiary or an Affiliate terminates for an
eligible reason under such policy during the 24-month period commencing on the effective date
of the Change in Control, then any remaining restrictions applicable to the Units shall
immediately lapse effective on the date of Executive’s termination.
	 
	10.	 	The terms of this Agreement may be amended from time to time by the Committee in its sole
discretion in any manner that it deems appropriate; provided, however, that no such amendment
shall adversely affect in a material manner any right of Executive under this Agreement
without Executive’s written consent.




Executive Committee (Austria)


 







 









	11.	 	Any action taken or decision made by the Company, the Board, or the Committee or its
delegates arising out of or in connection with the construction, administration,
interpretation or effect of the Plan or this Agreement shall lie within its sole and absolute
discretion, as the case may be, and shall be final, conclusive and binding on Executive and
all persons claiming under or through Executive. By accepting this grant of Units or other
benefit under the Plan, Executive and each person claiming under or through Executive shall be
conclusively deemed to have indicated acceptance and ratification of, and consent to, any
action taken under the Plan by the Company, the Board or the Committee or its delegates.






	12.	 	In accepting the award of Units, Executive acknowledges that (i) the Plan is established
voluntarily by the Company, it is discretionary in nature and may be modified, amended,
suspended or terminated by the Company at any time, as provided in the Plan; (ii) the award of
Units is voluntary and occasional and does not create any contractual or other right to
receive future awards of Units, or benefits in lieu of Units even if Units have been awarded
repeatedly in the past; (iii) all decisions with respect to future awards, if any, will be at
the sole discretion of the Company; (iv) Executive’s participation in the Plan is voluntary;
(v) the award of Units is an extraordinary item that does not constitute compensation of any
kind for services of any kind rendered to the Company or to Executive’s employer, and the
Units are outside the scope of Executive’s employment contract, if any; (vi) the Units are not
part of normal or expected compensation or salary for any purposes, including, but not limited
to, calculation of any severance, resignation, termination, redundancy, end of service
payments, bonuses, long-service awards, pension or retirement benefits or similar payments;
(vii) neither the award of the Units nor any provision of this Agreement, the Plan or the
policies adopted pursuant to the Plan confer upon Executive any right with respect to
employment or continuation of current employment, and in the event that Executive is not an
employee of the Company or any Subsidiary or Affiliate, the Units shall not be interpreted to
form an employment contract or relationship with the Company or any Subsidiary or Affiliate;
(viii) this grant of the Units does not establish or imply an employment relationship between
Executive and the Company; (ix) the future value of the underlying Shares is unknown and
cannot be predicted with certainty, (x) if Executive receives Shares, the value of such Shares
acquired upon vesting of the Units may increase or decrease in value; (xi) no claim or
entitlement to compensation or damages arises from termination of the Units, and no claim or
entitlement to compensation or damages shall arise from any diminution in value of the Units
or Shares received upon the vesting of the Units resulting from termination of the Executive’s
employment by the Company or the Executive’s employer (for any reason whatsoever and whether
or not in breach of local labor laws) and Executive irrevocably releases the Company and
Executive’s employer from any such claim that may arise; if, notwithstanding the foregoing,
any such claim is found by a court of competent jurisdiction to have arisen, then, by signing
this Agreement, Executive shall be deemed irrevocably to have waived his or her entitlement to
pursue such claim; and (xii) in the event of involuntary termination of Executive’s employment
(whether or not in breach of local labor laws), Executive’s right to receive the Units and
vest under the Plan, if any, will terminate effective as of the date that Executive is no
longer actively employed and will not be extended by any notice period mandated under local
law (e.g., active employment would not include a period of “garden leave” or similar period
pursuant to local law); furthermore, in the event of involuntary termination of employment
(whether or not in breach of local labor laws),





Executive Committee (Austria)





 









 





	 	 	Executive’s right to receive Shares pursuant
to the Units after
termination of employment, if any, will be measured by the date of termination of
Executive’s active employment and will not be extended by a notice period mandated under
local law; the Committee shall have the exclusive discretion to determine when the Executive
is no longer actively employed for purposes of the award of the Units.
	 
	13.	 	The validity, construction, interpretation, administration and effect of these Terms and
Conditions and the Plan and rights relating to the Plan and to this Agreement, shall be
governed by the substantive laws, but not the choice of law rules, of the State of Delaware.
	 
	14.	 	You hereby explicitly and unambiguously consent to the collection, use and transfer, in
electronic or other form, of your personal data as described in this Agreement by and among,
as applicable, your employer, the Company and the Company’s Subsidiaries and Affiliates for
the exclusive purpose of implementing, administering and managing your participation in the
Plan.
	 
	 	 	You understand that your employer and/or the Company hold certain personal information about
you, including, but not limited to, your name, home address and telephone number, date of
birth, social insurance number or other identification number, salary, nationality, job
title, any shares of stock or directorships held in the Company, and details of all equity
awards to you under the Plan, for the purpose of implementing, administering and managing
the Plan (“Data”). You understand that Data may be transferred to any third parties
assisting in the implementation, administration and management of the Plan, that these
recipients may be located in your country, or elsewhere, and that the recipient’s country
may have different data privacy laws and protection than your country. You understand that
you may request a list with the names and addresses of any potential recipients of the Data
by contacting your local human resources representative. You authorize the recipients to
receive, possess, use, retain and transfer the Data, in electronic or other form, for the
purposes of implementing, administering and managing your participation in the Plan,
including any requisite transfer of such Data as may be required to a broker, escrow agent
or other third party with whom the Shares received upon vesting of the Units may be
deposited. You understand that Data will be held only as long as is necessary to implement,
administer and manage your participation in the Plan. You understand that you may, at any
time, view Data, request additional information about the storage and processing of Data,
require any necessary amendments to Data, or refuse or withdraw the consents herein, in any
case without cost, by contacting in writing your local human resources representative. You
understand that refusal or withdrawal of consent may affect your ability to receive a
transfer of Shares following the expiration of the Restricted Period. For more information
on the consequences of your refusal to consent or withdrawal of consent, you understand that
you may contact your local human resources representative.




Executive Committee (Austria)


 







 











	15.	 	The Company may, in its sole discretion, decide to deliver any documents related to the Units
awarded under the Plan or future Units that may be awarded under the Plan by electronic means
or request Executive’s consent to participate in the Plan by electronic means. Executive
hereby consents to receive such documents by electronic delivery and agrees to participate in
the Plan through an on-line or electronic system established and maintained by the Company or
another third party designated by the Company.






	16.	 	If one or more provisions of this Agreement shall be held invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby and the invalid, illegal or unenforceable
provisions shall be deemed null and void; however, to the extent permissible by law, any
provisions which could be deemed null and void shall first be construed, interpreted or
revised retroactively to permit this Agreement to be construed as to foster the intent of this
Agreement and the Plan.






	17.	 	If Executive has received this Agreement or any other document related to the Plan translated
into a language other than English and if the translated version differs from the English
version, the English version will control.






	18.	 	Executive should be aware that Executive may be entitled to revoke this Agreement and
Executive’s acceptance of the grant of the Units pursuant to the Austrian Consumer Protection
Act under the following conditions: (a) if Executive signs this Agreement outside of the
business premises of Executive’s employer, Executive may be entitled to revoke the Agreement
provided the revocation is made within one week of Executive’s acceptance; or (b) if
circumstances relevant to Executive’s decision to enter into the Agreement, as presented by
the Company, either do not materialize or materialize to a significantly reduced extent,
through no fault of Executive’s, Executive may be entitled to revoke the Agreement. This
revocation must be made within one week of the time that it is foreseeable that the
circumstances mentioned above do not materialize or materialize at a significantly reduced
extent. If Executive revokes under sections (a) or (b) listed above, the revocation must be
in written form to be valid. It is sufficient if Executive returns this Agreement to the
Company or the Company’s representative with language which can be understood as Executive’s
refusal to conclude or honor this Agreement.






	19.	 	Notwithstanding any other provision of the Plan or this Agreement, except as otherwise
provided in the case of Executive’s termination of employment due to death, Disability or for
an eligible reason under the Severance/Change in Control Policy applicable to members of the
Company’s Executive Committee during the 24-month period commencing on the effective date of a
Change in Control, in order for the restrictions on the Units to lapse the Company must
achieve as a Performance Measure not less than $         of operating income during the
fiscal year ending December 31, 2010, as determined by the Committee based on the Company’s
2010 annual financial statements.







Executive
Committee (Austria)




 









 









	20.	 	Executive acknowledges that Executive has read the Company’s Clawback Policy. In
consideration of the grant of the Units, Executive agrees to abide by the Company’s Clawback
Policy and any determinations of the Board pursuant to the Clawback Policy. Without limiting
the foregoing, and notwithstanding any provision of this Agreement to the contrary, if the
Board determines that any Incentive Compensation (as defined in the Company’s Clawback Policy)
received by or paid to Executive resulted from any financial result or performance metric that
was impacted by Executive’s misconduct or fraud and that compensation should be recovered from
Executive (such amount being recovered, the “Clawbacked Compensation”), then upon such
determination, the Board may recover such Clawbacked Compensation by (a) cancelling all or
any portion of the unvested Units (the “Clawbacked Portion”) and, in such case, the Clawbacked
Portion of the unvested Units shall automatically and without further action of the Company be
cancelled, (b) requiring Executive to deliver to the Company shares of Common Stock acquired
upon the vesting of the Units (to the extent held by Executive), (c) requiring Executive to
repay to the Company any net proceeds resulting from the sale of shares of Common Stock
acquired upon the vesting of the Units or (d) any combination of the remedies set forth in
clauses (a), (b) or (c). The foregoing remedies are in addition to and separate from any
other relief available to the Company due to Executive’s misconduct or fraud. Any
determination by the Board with respect to the foregoing shall be final, conclusive and
binding upon Executive and all persons claiming through Executive.




On Behalf of The Western Union Company




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 





I accept the Grant of Units under the terms and conditions set forth in this Agreement.




	 	 	 	 	 
	By:

	 	 
 

	 	 
	 

	 	Hikmet Ersek	 	 






Executive Committee (Austria)