exv10w31







Exhibit 10.31




THE WESTERN UNION COMPANY 2006 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT — TERMS AND CONDITIONS

CAREER SHARES AWARD (U.S.) — STEWART STOCKDALE





	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”), subject to the terms and conditions 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 fourth
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 laws and Company policies, Executive may hold, assign,
pledge, sell, or transfer the Shares in Executive’s discretion. The four 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 fourth 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. In
addition, notwithstanding any other provision of the Plan or this Agreement, in order for
the restrictions on the Units to lapse, you must execute and return to the Company or accept
electronically an updated restrictive covenant agreement (and exhibits) if requested by the
Company which may contain certain noncompete, nonsolicitation and/or nondisclosure
provisions. Failure to execute or electronically accept such an agreement prior to vesting
will cause the Units to continue to be subject to restriction.
	 
	 	 	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, 6, 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





					
	 	 	 	 	 
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	 	 	discretion, that the listing, registration or qualification of the Shares upon any
securities exchange or under any 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 estate), such issuance and transfer will not occur unless
and until such listing, registration, qualification, consent or approval will have been
effected or obtained.
	 
	4.	 	Executive may elect to satisfy his obligation to advance the amount of any required income or
other withholding taxes (the “Required Tax Payments”) incurred in connection with the issuance
and transfer of the Shares by any of the following means: (1) a cash payment to the Company,
(2) delivery (either actual delivery or by attestation procedures established by the Company)
to the Company of Common Stock having an aggregate Fair Market Value, determined as of the Tax
Date, equal to the amount necessary to satisfy any such obligation, (3) authorizing the
Company to withhold whole shares of Common Stock which would otherwise be delivered to
Executive having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an
amount of cash which would otherwise be payable to Executive, equal to the amount necessary to
satisfy any such obligation, or (4) any combination of (1) and (2). Shares of Common Stock to
be delivered or withheld may not have an aggregate Fair Market Value in excess of the amount
determined by applying the minimum statutory withholding rate.
	 
	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); provided that, subject to
the Committee’s certification that the performance goal specified in paragraph 15 has been
achieved, if Executive’s employment with the Company or a Subsidiary or Affiliate is
involuntarily terminated by Executive’s employer without Cause during the Restricted Period,
then the Units (and any associated dividend equivalents) shall vest in full on the later of
the date the Committee certifies that the performance goal specified in paragraph 15 has been
achieved or the date on which Executive’s employment terminates.
	 
	7.	 	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 (and any
associated dividend equivalents). 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





					
	 	 	 	 	 
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	 	 	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 (and any
associated dividend equivalents) 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.
	 
	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.	 	This grant of Units is discretionary, non-binding for future years and there is no promise or
guarantee that such grants will be offered to Executive in future years.
	 
	13.	 	The validity, construction, interpretation, administration and effect of these Terms and





					
	 	 	 	 	 
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	 	 	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.	 	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.
	 
	15.	 	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 $10 million 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.
	 
	16.	 	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.





					
	 	 	 	 	 
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	I hereby
confirm that the foregoing and the documents attached hereto are
hereby in all respects accepted and
agreed to by the undersigned as of
the date of this Agreement:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Signature: 	 	 	 	 	Printed Name:	 	 	 	 
	 
	 	 
	 	 	 	 	 	 
	 	 
	Date: 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 




					
	 	 	 	 	 
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