exv10w25






Exhibit 10.25




THE WESTERN UNION COMPANY 2006 LONG-TERM INCENTIVE PLAN

NONQUALIFIED STOCK OPTION GRANT — TERMS AND CONDITIONS

EXECUTIVE COMMITTEE MEMBERS (U.S.)





	1.	 	These Terms and Conditions form part of your Stock Option Agreement (the “Agreement”)
pursuant to which you have been granted a Nonqualified Stock Option (“Stock Option”) under The
Western Union Company 2006 Long-Term Incentive Plan (the “Plan”). A copy of the Plan is
enclosed for your convenience. The terms of the Plan are hereby incorporated in this
Agreement by reference and made a part hereof. Any capitalized terms used in this Agreement
that are not defined herein shall have the meaning set forth in the Plan.
	 
	2.	 	The number of common shares of The Western Union Company (the “Company”) subject to the Stock
Option, the grant date of the Stock Option and the option exercise price are all specified in
the attached Award Notice (which forms part of the Agreement).
	 
	3.	 	Subject to the other provisions of this Agreement and the terms of the Plan, you will “vest”
in, or have the right to exercise, this Stock Option as follows:






	 	(a)	 	On or after the first anniversary and until the tenth anniversary of the grant
date, you may exercise this Stock Option for up to one-fourth (25%) of the total number
of shares covered hereby;
	 
	 	(b)	 	On or after the second anniversary and until the tenth anniversary of the grant
date, you may exercise this Stock Option for up to one-half (50%) of the total number
of shares covered hereby;
	 
	 	(c)	 	On or after the third anniversary and until the tenth anniversary of the grant
date, you may exercise this Stock Option for up to three-fourths (75%) of the total
number of shares covered hereby;
	 
	 	(d)	 	On or after the fourth anniversary and until the tenth anniversary of the grant
date, you may exercise this Stock Option with respect to the total number of shares
covered hereby;
	 
	 	(e)	 	No part of this Stock Option may be exercised after the tenth anniversary of
the grant date listed in the attached Award Notice.






	4.	 	This Stock Option may not be exercised, in whole or in part, unless the following conditions
are met:






	 	(a)	 	You have accepted 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. 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.
	 
	 	(b)	 	Legal counsel for the Company must be satisfied at the time of exercise that
the issuance of shares upon exercise will comply with applicable U.S. federal, state,
local and foreign laws.
	 
	 	(c)	 	You pay the exercise price as follows: (i) by giving notice to the Company or
its designee of the number of whole shares of Common Stock to be purchased and by
making payment therefor in full (or arranging for such payment to the Company’s
satisfaction) either (A) in cash, (B) by delivery (either actual delivery or by
attestation procedures established by the Company) of Mature Shares having an aggregate
Fair Market Value, determined as of the










			
	 	 	 
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	 	 	 	date of exercise, equal to the aggregate
purchase price payable by reason of such exercise, (C) except as may be prohibited by
applicable law, in cash by a broker-dealer acceptable to the Company and to whom you
have submitted an irrevocable notice of exercise (i.e., also known as “cashless
exercise”) or (D) by a combination of (A) and (B) and (ii) by executing such documents
as the Company may reasonably request.
	 
	 	(d)	 	You must, at all times during the period beginning with the grant date of this
Stock Option and ending on the date of such exercise, have been employed by the
Company, a Subsidiary or an Affiliate or have been engaged in a period of Related
Employment, with certain exceptions noted below. Service on the Board after receipt of
a Stock Option shall not be considered a termination of employment.
	 
	 	(e)	 	You have executed and returned to the Company or accepted electronically an
updated restrictive covenant agreement (and exhibits) if requested by the Company which
may contain certain noncompete, nonsolicitation and/or nondisclosure provisions. While
a court may sever any provision in the restrictive covenant agreement, you agree by
executing or electronically accepting the restrictive covenant agreement that you will
forfeit this Stock Option, whether vested or not, if you do not abide by the
restrictive covenant agreement as written.
	 
	 	(f)	 	You pay all applicable taxes, withholding obligations, securities fees, or
other costs, charges, or fees associated with the exercise. You may elect to satisfy
your obligation to pay all applicable taxes, withholding obligations, securities fees,
or other costs, charges, or fees by any of the following means: (A) a cash payment to
the Company, (B) 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, (C) 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, or withhold an amount of cash which would otherwise be
payable to you, equal to the amount necessary to satisfy any such obligations, (D)
except as may be prohibited by applicable law, a cash payment by a broker-dealer
acceptable to the Company to whom you have submitted an irrevocable notice of exercise,
or (E) any combination of (A) and (B). 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. You (or any beneficiary or person entitled to act on
your behalf) shall provide the Company with any forms, documents or other information
reasonably required by the Company.






	5.	 	Absent a period of Related Employment or service on the Board subsequent to the grant date,
if you terminate employment or cease providing services to the Company, a Subsidiary or an
Affiliate while holding this Stock Option, your right to exercise the Stock Option and the
time during which you may exercise the Stock Option depends on the reason for your
termination.






	 	(a)	 	Disability. If your employment with or service to the Company, a
Subsidiary or an Affiliate terminates by reason of Disability, this Stock Option shall
become fully vested and exercisable and may thereafter be exercised by you (or your
legal representative or similar person) until the date which is one year after the
effective date of your termination of employment or service, or if earlier, the
expiration date of the term of this Stock Option.
	 
	 	(b)	 	Retirement. If your employment with or service to the Company, a
Subsidiary or an Affiliate terminates by reason of Retirement, this Stock Option shall
continue to vest in accordance







			
	 	 	 
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	 	 	 	with its terms, and to the extent vested, may thereafter
be exercised by you (or your legal representative or similar person) until the date
which is four years after the effective date of your termination of employment or
service, or if earlier, the expiration date of the term of this Stock Option.
	 
	 	(c)	 	Death. If your employment with or service to the Company, a Subsidiary
or an Affiliate terminates by reason of death, this Stock Option shall become fully
vested and exercisable and may thereafter be exercised by your executor, administrator,
legal representative, beneficiary or similar person until the date which is one year
after the date of death, or if earlier, the expiration date of the term of this Stock
Option.
	 
	 	(d)	 	Involuntary Termination Without Cause. Except to the extent paragraph
7 applies, if your employment with or service to the Company, a Subsidiary or an
Affiliate is terminated involuntarily and without Cause and you are an eligible
participant in the Severance/Change in Control Policy applicable to members of the
Company’s Executive Committee, this Stock Option shall vest on a prorated basis
effective on your termination date. Such prorated vesting shall be calculated by
multiplying the unvested portion of the Stock Option by a fraction, the numerator of
which is the number of days that have elapsed between the grant date and your
termination date and the denominator of which is the number of days between the grant
date and the date the Stock Option would have become fully vested, treating each
separate vesting tranche of the Stock Option as a separate Stock Option award. The
portion of this Stock Option that does not become vested under such calculation shall
be forfeited effective on your termination date and shall be canceled by the Company.
The prorated portion of the Stock Option that vests in accordance with such calculation
may be exercised by you (or your legal representative
or similar person) until the end of your severance period under such Policy or, if
earlier, the expiration date of the term of this Stock Option. If your employment
with or service to the Company, a Subsidiary or an Affiliate is terminated
involuntarily and without Cause and you are not an eligible participant in the
Severance/Change in Control Policy applicable to members of the Company’s Executive
Committee on the date of such termination, this Stock Option shall cease to vest, and
to the extent already vested, may thereafter be exercised by you (or your legal
representative or similar person) until the date which is three months after such
involuntary termination, or if earlier, the expiration date of the term of this Stock
Option.
	 
	 	(e)	 	Termination for Cause. If your employment with or service to the
Company, a Subsidiary or an Affiliate is terminated for Cause, this Stock Option shall
cease to vest, and to the extent already vested, may thereafter be exercised by you (or
your legal representative or similar person) until the close of the New York Stock
Exchange (if open) on the date of your termination of employment or service. If the
New York Stock Exchange is closed at the time of your termination of employment, this
Stock Option shall be forfeited at the time your employment is terminated and shall be
canceled by the Company.
	 
	 	(f)	 	Other Termination. If your employment with or service to the Company, a
Subsidiary or an Affiliate terminates for any reason other than Disability, Retirement,
death, involuntary termination without Cause or termination for Cause, this Stock
Option shall cease to vest, and to the extent already vested, may thereafter be
exercised by you (or your legal representative or similar person) until the close of
the New York Stock Exchange (if open) on the date which is the thirtieth
(30th) day following your termination of employment or service, or if
earlier, the expiration date of the term of this Stock Option. If the New York Stock
Exchange is closed on the thirtieth (30th) day following your termination of
employment or service, then






			
	 	 	 
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	 	 	 	your unexpired Stock Option may be exercised until the
close of the New York Stock Exchange on the next following day on which the New York
Stock Exchange is open, after which time this Stock Option shall be forfeited and
canceled by the Company.
	 
	 	(g)	 	Death Following Termination of Employment or Service. If you die during
the applicable Post-Termination Exercise Period, this Stock Option will be exercisable
only to the extent that the Stock Option is exercisable on the date of your death and
may thereafter be exercised by your executor, administrator, legal representative,
beneficiary or similar person until the date which is one year after the date of your
death, or if earlier, the expiration date of the term of this Stock Option.





	6.	 	So long as you continue to be a member of the Executive Committee of the Company, you may
transfer this Stock Option to a Family Member or Family Entity without consideration;
provided, however, in the case of a transfer of this Stock Option to a limited liability
company or a partnership which is a Family Entity, such transfer may be for consideration
consisting solely of an entity interest in the limited liability company or partnership to
which the transfer is made. Any transfer of this Stock Option shall be in a form acceptable
to the Committee, shall be signed
by you and shall be effective only upon written acknowledgement by the Committee of its
receipt and acceptance of such notice. If this Stock Option is transferred to a Family
Member or Family Entity, the Stock Option may not thereafter be sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of by such Family Member or Family Entity except
by will or the laws of descent and distribution. The Committee has delegated its
responsibilities under this paragraph 6 to the Company’s General Counsel.





	7.	 	If you are an eligible participant 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 your
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 this Stock Option shall immediately become fully vested and exercisable
effective on the date of your termination and may thereafter be exercised by you (or your
legal representative or similar person) until the end of your severance period under such
policy or, if earlier, the expiration date of the term of this Stock Option.





	8.	 	The Board or Committee may amend or terminate the Plan and the Committee may amend (or its
delegate may amend) these Terms and Conditions. No amendment may impair your rights as an
option holder without your consent. The determination of such impairment shall be made by the
Committee in its sole discretion.





	9.	 	The Committee (or its delegate) administers the Plan and has discretion to interpret the Plan
and this Agreement. Any decision or interpretation rendered by the Committee or its delegate
shall be final, conclusive and binding on you and all persons claiming under or through you.
By accepting this grant or other benefit under the Plan, you and each person claiming under or
through you shall be conclusively deemed to have indicated acceptance and ratification of, and
consent to, any action taken under the Plan by the Committee or its delegate.





	10.	 	The validity, construction, interpretation, administration and effect of the Plan and this
Agreement shall be governed by the substantive laws, but not the choice of law rules, of the
State of Delaware.





	11.	 	You acknowledge that you have read the Company’s Clawback Policy. In consideration of the grant
of this Stock Option, you agree 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





			
	 	 	 
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	 	 	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 you resulted from any financial result or performance metric that was impacted by your
misconduct or fraud and that compensation should be recovered from you (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 this Stock Option (the
“Clawbacked Portion”) and, in such case, you shall cease to be entitled to exercise the
Clawbacked Portion of this Stock Option and the Clawbacked Portion of this Stock Option shall
automatically and without further action of the Company be cancelled, (b) requiring you to
deliver to the Company shares of Common Stock acquired upon the exercise of this Stock
Option (to the extent held by you), (c) requiring you to repay to the Company any profit
resulting from the sale of shares of Common Stock acquired upon the exercise of this Stock
Option 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 your misconduct or fraud. Any determination by the Board with respect to the
foregoing shall be final, conclusive and binding upon you and all persons claiming through
you.




	 	 	 	 	 	 	 	 	 
	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:
	 	 	 	 	 	 	 	 
	 
	 	 

	 	 
	 	 
	 	 







			
	 	 	 
	Executive Committee (U.S.)