exv10w16






Exhibit 10.16




THE WESTERN UNION COMPANY

2006 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN

NONQUALIFIED STOCK OPTION GRANT — TERMS AND CONDITIONS





	1.	 	These Terms and Conditions form part of the Stock Option Agreement (the “Agreement”) pursuant
to which you have been granted a Nonqualified Stock Option (“Stock Option”) under The Western
Union Company 2006 Non-Employee Director Equity Compensation 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, and the option exercise price, are 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, at any time or
times on or after the Date of Grant specified in the attached Award Notice, but not later than
the tenth anniversary of such Date of Grant, you may exercise this Stock Option as to the
number of shares of common stock of the Company (“Common Stock”) which, when added to the
number of shares of Common Stock as to which you have theretofore exercised under this Stock
Option, if any, will not exceed the total number of shares of Common Stock covered hereby.
This Stock Option may not be exercised for a fraction of a share of Common Stock of the
Company.
	 
	4.	 	This Stock Option may not be exercised unless the following conditions are met:






	 	(a)	 	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.
	 
	 	(b)	 	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 previously owned whole shares of
Common Stock (which you have held for at least six months or which you have purchased
on the open market) having an aggregate Fair Market Value, determined as of the 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 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.






	5.	 	In the event that you cease to be a Non-Employee Director for any reason, you will continue
to have the right to exercise this Stock Option in accordance with the other provisions of
this
Agreement and the applicable provisions of the Plan until and including the tenth
anniversary of the Date of Grant specified in the attached Award Notice.
	 
	6.	 	As long as you continue service to the Company, you may transfer Stock Options to a Family
Member or Family Entity without consideration; provided, however, in the case of a transfer of
Stock Options 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 Stock Options
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 a 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.
	 
	7.	 	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.
	 
	8.	 	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.
	 
	9.	 	The validity, construction, interpretation, administration and effect of the Plan, and of its
rules and regulations, and rights relating to the Plan and to this Agreement, shall be
governed by the laws of the State of Delaware and construed in accordance therewith without
giving effect to principles of conflicts of laws.





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