exv10w35








Exhibit 10.35




Western Union Financial Services GmbH

Employment Contract




SUBJECT TO THE APPROVAL OF THE BOARD OF DIRECTORS OF THE WESTERN UNION COMPANY




Hikmet Ersek

Rosenweg 4/Julius Bergerstr.

1170 Vienna




Dear Hikmet,




Western Union Financial Services GmbH, Schubertring 11, 1010 Vienna, Austria, hereinafter referred
to as the “Company” and/or “Western Union”, is pleased to recognize your expatriate assignment as
Chief Operating Officer (“COO”) of The Western Union Company, effective 1 January 2010.
Additionally you will be a managing director
(“Geschäftsührer”) of the Company. In connection with
your expatriate assignment as COO of The Western Union Company, you will remain employed by the
Company but will be placed on an expatriate assignment to the United States in accordance with the
terms of your Expatriate Letter Agreement with the Company and The Western Union Company (the
“Expatriate Agreement”), a copy of which is attached as Exhibit 1 and which forms — during its term
- part of this agreement. Effective 1 January 2010, the terms and conditions of the employment
agreement between you and the Company (the “Agreement”) shall be as set forth below, and the
following terms and conditions shall entirely supersede and replace all previously agreed terms and
conditions of your employment and other agreements with the Company, except for the agreement in
place between you and the Company for your participation in the Company’s pension fund scheme
(Pensionskassenzusage) and agreements reflecting outstanding long-term incentive awards granted to
you under the applicable long-term incentive plans, all of which shall continue to apply unchanged.
The terms and conditions of the Agreement and the Expatriate Agreement are subject to the
approval of the Board of Directors of The Western Union Company (the “Board”) and/or the
Compensation and Benefits Committee of the Board (the “Compensation Committee”).





	1.	 	APPOINTMENT/TERM OF AGREEMENT
	 
	1.1	 	The term of your expatriate assignment as COO of The Western Union Company pursuant to
this Agreement begins on 1 January 2010, in accordance with the clauses and conditions listed
in this Agreement. You will continue to receive service credit from the Company for the time
you have spent with any Group Company and will be entitled to all applicable rights under the
laws of Austria.
	 
	 	 	You have been appointed to the position as a managing director (“Geschäftsührer”) of the
Company as a matter of Austrian corporate law by a shareholders’ resolution as of 4 November
2009.
	 
	 	 	Upon the termination or expiry of the Expatriate Agreement your function as COO will also
terminate. If this Agreement is not also terminated, you will continue to be Managing Director
of the Company, and the parties will attempt to identify a role for you that is mutually
acceptable.
	 
	 	 	In the event the Board approves your appointment to the position of Chief Executive Officer of
The Western Union Company and you accept such position, you agree that the expatriate
assignment shall immediately end under the Expatriate Agreement, that you will give notice of
immediate termination of this Agreement and that you will become employed by Western Union, LLC
(or another U.S. subsidiary of The Western Union Company) and be based in the U.S.
	 
	1.2	 	You accept that you are being employed in accordance with the clauses and terms set forth in
this Agreement, and officially state that you are not employed by any other company and that
you are free of any commitment to any other employer. You agree that you are responsible
for any work or employment dispute arising from a breach in this regard.





 









 






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	1.3	 	You agree to perform any functions and duties related to your position and pursuant to
the Company’s instruction and to attend training courses when required to do so by the
Company.
	 
	 	 	Your rights, obligations and powers as Managing Director are set forth by law, the Company’s
articles of association, the resolutions of the shareholders of the Company, the organization
chart, the internal rules of procedure for the managing board, the Act on White Collar Workers
(Angestelltengesetz) and this Agreement.
	 
	 	 	As Managing Director you shall fully and faithfully carry out all directions and instructions
given to you by the Company. You shall regularly and at all times upon request, report to the
shareholders of the Company and the Chief Executive Officer of The Western Union Company.
	 
	 	 	As Managing Director you shall have signing power together with the other Managing Directors.
	 
	 	 	You agree to comply with the Company’s decision should it determine it necessary or
appropriate to change your job title, reporting relationships, job duties and
responsibilities, the legal entity which employs you and the jurisdiction where you are
expected to perform your duties (despite your residence) on the basis of your performance or
the Company’s business requirements. Any such change will not be deemed to violate the terms
of this Agreement or constitute any basis for constructive or involuntary termination of
employment, provided that your base salary is not reduced and your other remuneration for
services rendered to the company is not substantially reduced.
	 
	1.4	 	The Company may, in its discretion, second your services to another company in the Company’s
related group of companies (“Group Companies”, see 1.8 below), During the term of the
Expatriate Agreement, your normal place of work will be Englewood, Colorado U.S.A. and you
shall be called to work at that place on all days devoted to business, except for travel for
professional reasons or as otherwise provided in the Expatriate Agreement during the term of
the expatriate assignment. You expressly agree and accept that your workplace may be changed
or transferred. In addition, you expressly agree and accept that you may be required to travel
worldwide on the Company’s business and to work in other countries in the proper performance
of your duties or as the Company may reasonably direct, at no extra pay or remuneration. The
Company will, insofar as is reasonably possible, undertake to obtain all necessary work
permits, visas and permission to enable you to work in such places as you may be required to
work.
	 
	1.5	 	The Company will have the right to unilaterally change the scope of your duties, taking into
account you qualifications, so long as such change is reasonable for you. Furthermore, the
Company shall have the right to assign unilaterally its rights, interests and privileges in
this Agreement to Group Companies. You consent to any future or subsequent transfer of your
employment to Group Companies.
	 
	1.6	 	For purposes of this Agreement, Group Companies means the Company, its ultimate parent, The
Western Union Company, and any Affiliate of the Company or The Western Union Company.
	 
	1.7	 	“Affiliate” means a person that directly, or indirectly through one of more intermediaries,
owns or controls, is owned or is controlled by, or is under common ownership or control with,
another person. As used in this clause, “control” means the power to direct the management or
affairs of a person, and “ownership” means the beneficial ownership of at least 5% of the
voting securities of the person. The Western Union Company shall be deemed to control any
settlement network in which it has any equity ownership. As used in this clause, “person”
means any corporation, limited or general partnership, limited liability company, joint
venture, association, organization or other entity.





 









 






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	2.	 	REMUNERATION
	 
	2.1	 	For giving your entire time and attention to the work assigned to you, you shall receive a
basic annual salary of 600,000€ subject to the approval of the Compensation Committee, Such
annual basic salary shall be payable in 14 equal partial amounts, 12 of which shall be payable
at the beginning of each calendar month and the remaining two at such times as corresponds to
the Company’s normal payroll practices, in each case net of all the deductions or withholdings
authorized or required by law.
	 
	2.2	 	You are entitled to a company car, or alternatively a car allowance, in accordance with
Western Union’s Car Policy as amended from time to time. The company car is available to you
also for private use. The private use is a benefit in kind and is taxable to you according to
local tax law. This benefit may be changed into a car allowance in the future at Western
Union’s discretion Any relevant income taxes relating to the benefit of the car shall be borne
by you.
	 
	 	 	Upon termination of the Agreement you shall return to the Company promptly and without
separate request the company car and all pertinent documents, keys and other accessories, at
the latest at the end of the employment relationship. In the event of release from the
obligation to work, the Company can revoke the entitlement to private use of the company car
as of the date of the release and you shall return the company car and all pertinent
documents, keys and other accessories within 14 days after revocation. There shall be no right
of retention.
	 
	 	 	The parties acknowledge that you are a managing employee (“leitender Angestellter”) within the
meaning of the Austrian Working Hours Act “Arbeitszeitgesetz” and thus are not subject to the
provisions of that Act (Arbeitszeitgesetz, § 1 Abs 2 Z 8). You understand that your
remuneration includes any overtime required of you in the course of your duties and
responsibilities by virtue of this Agreement. You agree that you may not claim remuneration
for that overtime (if any) subject to applicable law, as the fixed salary as set out above and
the bonus set out under section 3 and all possible further payments cover all work provided by
you, including work on Saturdays, Sundays and Public Holidays as well as night-work and travel
times.
	 
	2.3	 	In consideration of changes in the cost-of-living index (consumer price index), your
performance and the operational situation of the Company, the Company may adjust your
remuneration on an annual basis at the discretion of the Company, subject to the approval of
the Compensation Committee.
	 
	2.4	 	The Company is registered with the relevant Austrian local Social Security
Authority (“Gebietskrankenkasse”), according to the requirements of applicable law.
	 
	2.5	 	In consequence of your entry date at Western Union, your employment will continue to be
subject to the severance payment regimes as set forth in sections 23 et seq. of the Austrian
White Collar Employee’s Act (Angestelltengesetz); you will therefore not participate in any
company provision fund (“betriebliche Vorsorgekasse”) arrangement
	 
	3.	 	INCENTIVE BONUS (NON-SALARY)
	 
	3.1	 	You will continue to be eligible to participate in the Senior Executive Annual Incentive
Plan (“Plan”). This Plan provides you with an opportunity to earn an incentive bonus upon the
attainment of annual corporate, business unit/division, and individual performance goals.
Pursuant to the Plan, you may, but are not guaranteed to, receive additional payments in an
amount to be determined by the Compensation Committee in its sole discretion, in addition to
your base salary, if all Plan criteria are satisfied and if specified levels of corporate,
business unit/division, and individual performance on an annual basis are attained. You
acknowledge the discretionary character of such payments, in particular that such payments
are determined by the Compensation Committee in its sole discretion and are also contingent
upon attainment of specified levels of corporate, business unit/division, and individual
performance on an annual basis. You furthermore acknowledge that eligibility for any such
payments is contingent upon





 









 






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	 	 	you executing an acknowledgement and acceptance of the terms and conditions applicable to your
participation in the Plan if requested by the Company. You acknowledge that participation in
the Plan during any one year confers no rights upon you or any obligations on the Company to
continue the Plan, or to make any payments of any kind, in succeeding years, and you renounce
any claim that any repetition of any such payments, even if the repeated payments are in the
same or similar amount as in the previous year, gives you the right to claim the payment of
such amount or to any payment whatsoever in any succeeding year. You acknowledge that any
payments made to you under the Plan will be made by the Company and not The Western Union
Company and that your participation in the Plan does not establish or imply an employment
relationship between you and The Western Union Company. You will be provided detailed written
information about the Plan, including the terms and conditions applicable to your participation
therein
	 
	3.2	 	Your target incentive bonus under the Plan, if any, is determined by the Compensation
Committee in its sole discretion and may change from year to year in the Compensation
Committee’s sole discretion.
	 
	3.3	 	As the amount of the incentive bonus under the Plan is contingent upon annual corporate,
business unit/division, and individual performance, the final bonus amount, if any, is
determined after the end of the respective calendar year and after relevant figures have
become available. Payment of the incentive bonus, if any, will be made to you in the first
quarter of the following year (e.g. the 2010 Plan payment, if any, will be made in the first
quarter of the 2011 calendar year).
	 
	3.4	 	The voluntary, non-binding character of the possible remuneration described in this section,
which can be cancelled at any time, is understood by both parties. You acknowledge the
voluntary character of such remuneration and hereby explicitly waive any entitlement of
receiving any remuneration in the future.
	 
	3.5	 	You acknowledge that Plan payments are not provided with the character of salary and are
excluded from the definition of “salary”, “integrated salary” or “acquired rights” subject to
the requirements of applicable law.
	 
	4.	 	LONG-TERM INCENTIVE (NON-SALARY)
	 
	4.1	 	The Company may, from time to time, recommend to the Compensation Committee that you be considered for trie grant of long-term incentive awards under The Western Union Company’s
Long-Term Incentive Plan (“LTIP”). Such awards may include options to purchase shares of the
common stock of The Western Union Company, the grant of restricted stock units applicable to
such common stock, and/or the grant of cash-based performance awards. These grants require the
approval of the Compensation Committee and the acceptance by you of the terms and conditions
of each grant. All your rights and obligations with respect to any stock options, restricted
stock units, cash-based performance awards or other LTIP awards granted to you are subject to
the terms and conditions of the LTIP as well as the terms and conditions of the applicable
award agreements.
	 
	4.2	 	There is no guarantee or promise that any future LTIP awards will be made or recommended. You
understand the discretionary character of any grant under the LTIP and understand that any
repetition of any such grants, even if the repeated grants are in the same or similar amount
as in a previous year, do not give you any right or claim to any grant whatsoever in any
succeeding year. You acknowledge that any grant made under the LTIP does not create any
contractual right to receive future grants or any benefits in lieu of LTIP grants, and that
your participation in the LTIP does not establish or imply an employment relationship between
you and The Western Union Company. You further acknowledge that in accepting any such grant
you may be subject to certain tax and exchange control regulations, and that it is your
individual responsibility to comply with any regulations as a result of your acceptance of any
grant under the LTIP.
	 
	4.3	 	The voluntary, non-binding character of the possible remuneration described in this section,
which can be cancelled at any time, is understood by both parties. You acknowledge the
voluntary character of such





 









 






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	 	 	remuneration and hereby explicitly waive any entitlement of receiving any remuneration in
the future.
	 
	4.4	 	You acknowledge that LTIP awards are not provided with the character of salary and are
excluded from the definition of “salary”, “integrated salary” or “acquired rights” subject to
the requirements of applicable law.
	 
	5.	 	BENEFITS




Except as otherwise provided in the Expatriate Agreement during the term of the expatriate
assignment, you will be eligible to participate in the Company’s retirement, health and welfare
benefits (“benefits”), under the terms and conditions applicable to similarly situated employees
in Austria, as may be amended by the Company from time to time. You understand the discretionary
character of these benefits and you acknowledge that the Company will have the right to vary the
nature of these benefits, subject to the requirements of applicable law.





	6.	 	ANNUAL LEAVE, SICK LEAVE AND HOLIDAYS
	 
	6.1	 	You will be entitled to the full paid vacation as established by applicable law and
related to your years of employment. The length of your employment with the Company, and your
time employed with any of the Group Companies counts towards your years of service. Such
combination of length of your employment is credited solely for the purpose of calculating
your length of annual leave. Only your employment with the Company is taken into account for
purposes of any pension or severance calculation, subject to the requirements of applicable
law.
	 
	6.2	 	Annual leave not used during the year in which it has been accrued may be carried forward for
use during the succeeding two years. Any such carried-forward leave that is not used in the
immediately succeeding two years will be cancelled. You will not be entitled to any payment in
lieu of cancelled or unused annual leave.
	 
	6.3	 	Any current or future benefits exceeding the benefits provided for in this Agreement are
granted voluntarily and may be revoked and/or changed unilaterally by Western Union at any time; the
granting of such benefits, if any, even if it were to occur more than one time, does not give
rise to any entitlement to such benefits for future periods.
	 
	6.4	 	Your entitlement to statutory public holidays, sick leave and other leaves of absence shall
be according to the Company’s policies, work rules and subject to the requirement of
applicable law, provided that public holidays will be observed in accordance with Western
Union business practices.
	 
	7.	 	FULL TIME WORK
	 
	7.1	 	During the term of the Expatriate Agreement, you will observe the work schedule in
effect at your place of assignment. Normal working hours of your employment will be at least
40 hours per week. From time to time, you may be required by the Company or by the nature of
the work assigned to you to work beyond these normal working hours or overtime as may be
necessary and reasonable in the proper performance of your duties. As a managerial employee
who is authorised or delegated by the Company to hire employees, give other benefits to
employees, reduce other employees’ wages, or terminate other employees’ employment, you are
not subject to the Austrian Working Hours Act (sec. 1 para 2 subpara 8 of the Austrian
Working Hours Act,” Arbeitszeitgesetz”) and thus not entitled to any extra pay or
remuneration for working beyond normal working hours or overtime.
	 
	 	 	You should make yourself available to the Company at any time if the demands of the business
so require.





 









 





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	7.2	 	Except as otherwise provided in the Expatriate Agreement during the term of the
expatriate assignment and such other perquisites as are in place for other similarly situated
executives, you are not entitled to any pay, perquisites, or benefits other than as set forth
above or as regulated in the agreement in place between you and the Company for your
participation in the Company’s pension fund scheme (Pensionskassenzusage), or the agreements
reflecting outstanding long-term incentive awards granted to you under the applicable
long-term incentive plans, all of which shall continue to apply
unchanged.
	 
	8.	 	OTHER ACTIVITIES OF EMPLOYEE
	 
	8.1	 	For purposes of this Section 8, Company and its Group Companies are referred to as “the
Company”. During the term of your employment under this Agreement, you acknowledge that you
shall devote your time to work for the Company and shall accept no other work, whether
compensated or not, directly or indirectly (whether in the form of cash or a non-cash
benefit), without receiving prior written permission, if that other work involves working
during Company work hours, using Company facilities or equipment, and/or if such activity
might interfere with the interests of the Company, impair your performance of your employment
duties for the Company, the reputation of the Company, or conflict with The Western Union
Company Code of Conduct. Nor shall you perform services or engage in activities, in any
capacity, whether compensated or not, directly or indirectly, with or for any person or entity
in competition with the businesses of the Company, without receiving prior written permission.
	 
	8.2	 	Therefore, you may not operate an independent commercial business or trade for your own or
another’s benefit in Western Union’s line of business, unless you have received the written
permission of The Board of Directors of The Western Union Company. Notwithstanding this
provision 8.2, you are entitled to hold not more than five percent (5%) of the issued shares
of a company, the shares of which are listed on a recognized stock exchange even if such
company carries on a competitive business.
	 
	8.3	 	If you violate any obligations in this section 8, in addition to any and all other of its
rights, Western Union may claim compensation for damages suffered by the violation or,
alternatively, may require that any transactions made for your benefit be treated as made for
Western Union’s benefit. With respect to transactions made for the benefit of others, Western
Union may demand that you surrender any compensation that you have received for such
transactions or that you assign to Western Union your claim(s) to any compensation for such
transactions. Western Union’s exercise or failure to exercise any of the rights set forth in
this section will not affect Western Union’s right to dismiss your employment for violation of
the non-compete obligation.
	 
	8.4	 	You agree to afford Western Union your full capacity of work.
	 
	9.	 	USE OF SOFTWARE/TOOLS AND COMMUNICATIONS
	 
	9.1	 	If you have recourse to documents, correspondence, software, software package and materials,
either handwritten or computerized, or more generally all means of communication, in
particular Internet or Intranet, you agree to use such tools for professional purposes only
and not to take copies or reproduce such tools for your personal use or for any other use. You
shall take care of these tools and must inform Western Union in case of any deterioration,
loss or theft, and will comply with Western Union’s rules relating to the installation and use
of such tools as applicable within Western Union.
	 
	9.2	 	You acknowledge that the Company’s local and wide area network infrastructure and its
telecommunications system and its components, including for example telephones, facsimile
machines, photocopiers, printers, personal organizers, palmtops, Blackberries, computers and
servers, as well as the applications running on and services provided by these systems
including e-mail and voicemail, Internet and Intranet, and file storage facilities (“IT
systems”) and all oral communications, telephone conversations, information and messages or
any part of a message (whether in the form of data, texts, images, speech or any other form)
transferred via and/or stored on the IT systems, including any





 









 






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	 	 	recording and/or copies made of such communications, and any attachments to such
communications (“Communications”) made via the IT systems are the property of the Company and
that the equipment and all information are managed in the United
States of America.
	 
	9.3	 	You are permitted to limited personal use of information resources if the use does not result
in a loss of employee productivity, interfere with official duties or business, and does not
involve additional expense to Western Union, refer to Western Union’s Acceptable Use Policy
(ISSP-AU-001) and Email Policy (ISSP-E-001) for specific requirements. In addition when using
Western Union information resources employees are expected to comply with all Western Union
Polices, Standards and Controls.
	 
	9.4	 	You acknowledge that Western Union deploys a range of data protection and information
safeguards, this includes and not limited to; the use of technologies to limit Internet
access, assessments and management of applications/software licenses, identification and
removal of potential risks to the network, management of viruses and spam, and removal of
non-authorized and/or potentially dangerous software on Western Union provided platforms. As
an employee your cooperation is required to protect and safeguard our company’s information,
infrastructure and assets and all personal information (i.e. employee, supplier and/or
consumer information).
	 
	10.	 	INTELLECTUAL PROPERTY RIGHTS
	 
	10.1	 	You acknowledge that copyright and all other intellectual, moral, and proprietary rights
in any documents and other materials produced by you during the course of this Agreement or
your performance of duties (whether or not produced during working hours), including without
limitation your inventions, creations, work products or whatever forms of objects that may be
protected under the Copyright, Patent, Trademark, or Trade Secret legislation or other laws of
the relevant jurisdiction (“Products”) shall vest in and be owned by the Company or its
assignee to the maximum extent permitted by applicable law.
	 
	10.2	 	You further agree that you will do all things necessary (at the Company’s request and
expense) to perfect such vesting and ownership of such rights by the Company both during and
after the period of this Agreement.
	 
	10.3	 	You ensure that such documents and other materials produced by you will be original and will
not infringe the rights of any third party.
	 
	10.4	 	You are entitled to a special compensation in consideration for making available a “service
invention” as defined by the Austrian Patent Act
(Patentgesetz). In all other respects, the
relevant applicable provisions of the Austrian Patent Act (Patentgesetz) shall govern.
	 
	11.	 	NON-DISCLOSURE OF TRADE SECRETS AND OTHER COMPANY CONFIDENTIAL INFORMATION
	 
	11.1	 	During the course of your employment with the Company, there may be disclosed to you
certain confidential information, third party information and trade secrets of the Company,
and it’s Group Companies (all of these, for purposes of this
Section 11, are “the Company”).
	 
	11.2	 	You agree that the Company is engaged in a highly competitive business and has expended, and
continues to expend, significant money, skill, and time to develop and maintain valuable
customer relationships, trade secrets, and confidential and proprietary information. You agree
that your work for the Company will continue to bring you into close contact with many of the
Company’s customers, Trade Secrets, Confidential Information and Third Party Information (as
defined below), the disclosure of which would cause the Company significant and irreparable
harm.
	 
	 	 	You recognize that any unauthorized disclosure of Third Party Information could breach
non-disclosure





 









 






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		 	obligations or violate applicable laws or Company policy. You further agree that the
covenants in this Agreement are reasonable and necessary to protect the Company’s legitimate
business interests in its customer relationships, Trade Secrets, Confidential Information, and
Third Party Information.
	 
	 	 	Therefore, you agree to observe the non-disclosure obligation as set out in this
Section 11.
	 
	11.3	 	Company “Trade Secrets” includes but is not limited to the following:








(a) any data or information that is competitively sensitive or commercially valuable, and not
generally known to the public, including, but not limited to, products planning information,
marketing strategies, marketing results, forecasts or strategies, plans, finance,
operations, reports, data, customer relationships, customer profiles, customer lists, sales
estimates, business plans, and internal performance results relating to the past, present or
future business activities of the Company, its customers, clients, and suppliers; and




(b) any scientific or technical information, design, process, procedure, formula, or
improvement, computer software, object code, source code, specifications, inventions, systems
information, whether or not patentable or copyrightable.




	11.4	 	Company “Confidential Information” means any data or information and documentation, other
than Trade Secrets, which is valuable to the Company and not generally known to the public,
including but not limited to:






(a) Financial information, including but not limited to earnings, assets, debts, prices, fee
structures, volumes of purchases or sales, or other financial data, whether relating to the
Company generally, or to particular products, services, geographic areas, or time periods; and




(b) Supply and service information, including but not limited to information concerning the
goods and services utilized or purchased by the Company, the names and addresses of suppliers,
terms of supplier service contracts, or of particular transactions, or related information about
potential suppliers, to the extent that such information is not generally known to the public,
and to the extent that the combination of suppliers or use of particular suppliers, though
generally known or available, yields advantages to the Company the details of which are not
generally known.




	11.5	 	“Third Party Information” means any data or information of the Company’s customers,
suppliers, consumers or employees that the Company is prohibited by law, contract or Company
policy from disclosing. By way of example such information includes but is not limited to:






(a) Product specifications, marketing strategies, pricing, sales volumes, discounts;




(b) Nonpublic personal information regarding consumers, including but not limited to names,
addresses, credit card numbers, financial transactions, and account balances;




(c) Personnel information, including but not limited to employees’ personal or medical
histories, compensation or other terms of employment, actual or proposed promotions, hiring,
resignations, disciplinary actions, terminations or reasons therefore, training methods,
performance skills, qualifications, and abilities, or other employee information; and




(d) Customer information, which is not protected by a separate confidentiality agreement,
including but not limited to any compilations of past, existing or prospective customers,
agreements between customers and the Company, status of customer accounts or credit, the
identity of customer representatives responsible for entering into contracts with the Company,
specific customer needs and requirements, or related information about actual or prospective
customers or other nonpublic consumer information.








 









 












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	11.6	 	You agree that for so long as the pertinent information or documentation remains a Trade
Secret, you will not use, disclose, or disseminate to any other person, organization, or
entity or otherwise employ any Trade Secrets. You further agree that during your employment
and after the cessation of your employment with the Company, you will not use, disclose, or
disseminate to any other person, organization, or entity or otherwise employ any Confidential
Information. The obligations set forth herein shall not apply to any Trade Secrets or
Confidential Information which shall have become generally known to competitors of the
Company through no act or omission of yourself.
	 
	11.7	 	You agree that for so long as the pertinent information or documentation is subject to
protection under Company nondisclosure obligations, policy or applicable law, but in any
event not less than two (2) years after the cessation of your employment with the Company,
you will not use, disclose, or disseminate to any other person, organization, or entity or
otherwise employ any Third Party Information.
	 
	11.8	 	Upon cessation of your employment with the Company or at any time the Company requests, you
agree to return all Third Party Information as well as Company materials and Trade Secrets
and Confidential Information, and all copies thereof (including without limitation, all
memoranda and notes containing the names, addresses, and needs of the Company’s customers and
prospective customers) in your possession or over which you exercise control, and regardless
of whether such materials were prepared by the Company, you, or a third party.
	 
	11.9	 	Any breach or failure to observe this condition may subject you to immediate dismissal
without compensation or severance payment, subject to the requirements of the applicable law.
The Company will have the right to take other appropriate legal actions before or after that
dismissal.
	 
	11.10	 	Should you be required by law, regulation or court order to disclose any information you
are not required to disclose under this condition, you should notify the Company prior to
making such disclosure in order to allow the Company to seek a protective order or other
appropriate remedy from the proper authority. You agree to cooperate with the Company in
seeking such court order or other remedy, and further agree that if the Company is not
successful in obtaining such court order, you shall furnish only that portion of the
information that is legally required and shall exercise all reasonable efforts to obtain
reliable assurances that confidential treatment will be accorded the information disclosed.
	 
	11.11	 	Your obligations under this Section 11 survive termination of your employment relationship
with the Company.
	 
	12.	 	PROCESSING AND USE OF EMPLOYEE INFORMATION




The Company informs you that your personal data including the sensitive data if collected by
the Company (the “Data”), which you provided to our Company or that we otherwise acquired in the
course of the ordinary activity will be processed for correct execution, management and
performance of this Agreement in force between you and the Company. The Data might be
communicated, in connection with the above-mentioned purposes, to the Company and any of its Group
Companies, and to third party service providers, also outside the European Union, which provide
assistance and consultancy or other services to the Company, with particular reference, but
without limitation, to accounting, administrative, legal, tax and financial issues. Such data
processing will be performed by means of either manual, electronic or network instruments, or in
any other manner that can ensure a safe processing and avoid any unauthorized access. A list of
the subjects to whom your Data are or might be communicated will be made available upon request at
the Company’s offices.



By executing this Agreement and subject to your execution of the Data Privacy Notice and Consent
for Employees (Exhibit 2 to this Agreement), you expressly authorize the transfer, also in non-EU
countries, of your Data to the Group Companies and third parties indicated above for the purposes
listed in this Section. The Data will be kept secure and confidential in accordance with Company
policy and national legislation. The Company will regularly update your Data with your assistance
and as you request. You will retain the right of




 









 






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access to your Data and the right to have incorrect Data corrected. The Data provided will
not be used for any marketing purposes.




	13.	 	CODE OF CONDUCT AND POLICIES
	 
	13.1	 	You agree that you are bound by the provisions of The Western Union Company’s Code of
Conduct (“Code of Conduct”) and other rules, regulations and policies, as that Code of Conduct
and those rules, regulations and policies may be amended from time to time. You acknowledge
that it shall be your duty to know and understand this Code of Conduct and, in the course of
your employment, any change in this Code of Conduct and any other policies, which you may
access through Western Union’s employee-only intranet website.
	 
	13.2	 	You also agree to perform all aspects of your job in accordance with law, to strictly follow
all workplace safety rules, to protect the property of the Company, to maintain the highest
standards of personal and professional ethics, to actively participate in training arranged by
the Company, and to continue to develop and improve your professional skills.
	 
	13.3	 	You further acknowledge that Western Union may take action in case of a violation of any of
the provisions contained in the Code of Conduct and other rules, regulations and policies,
including immediate dismissal of your employment.
	 
	14.	 	TAX LIABILITIES




Except for those taxes and contributions mandated by law to be withheld or for any government
filings to be made by the Company or Group Companies in connection with the salary and other
compensation and benefits arising from this employment or in connection with the Expatriate
Agreement, all other taxes and contributions and filings shall be your responsibility and shall be
made by you. Except as specifically provided in the Expatriate Agreement during the term of the
expatriate assignment, the Company and its Group Companies will not be responsible or liable for
any of your tax or other liabilities in respect of your employment, such as personal income tax
payable to any governments or authorities and you are solely responsible for filing any and all
income tax returns and paying any amounts owed to the respective authorities in Austria or
elsewhere. The Company will have the right to withhold your remuneration (or any part thereof) as
may be required by law and pay the same on your behalf in order to settle any of your tax
liabilities and penalties.





	15.	 	TERMINATION
	 
	15.1	 	Prior to its expiry, the employment relationship may be terminated by you or by the
Company as set forth below and following the procedure mandated by the applicable law.
	 
	15.2	 	The Company may, pursuant to a written or oral communication, terminate this Agreement
(including the Expatriate Agreement) and your employment without notice and no compensation
for just cause (“wichtigen Grund”) as defined by Austrian law. This shall include, without
limitation, your absence from work over a considerable period of time without legitimate
cause, your insistent refusal to carry out your duties or your refusal to follow the Company’s
justified directions.
	 
	 	 	In particular, you explicitly acknowledge that any significant violation on your part of the
provisions of this Agreement entitles the Company to immediately terminate the employment
relationship with you, subject to the requirements of applicable law.
	 
	15.3	 	In the event you intend to terminate this Agreement without just cause being given, prior to
the desired date of termination (which must be the last day of a calendar month), you shall
observe a notice period





 









 





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	 	 	equivalent to 6 months, unless Austrian mandatory law provides for a longer notice period
for termination by the Company (in which case such longer notice period applies also to you).
	 
	 	 	This notice period shall not apply in the event you terminate this Agreement as a result of
your appointment to the position of Chief Executive Officer of The Western Union Company.
	 
	15.4	 	If the Company decides to terminate this Agreement without just cause being given prior to
the expiry date, the Company shall observe a notice period equivalent to 6 months or longer if
required as a matter of mandatory Austrian law.
	 
	15.5	 	Should this Agreement be terminated by giving notice either from you or the Company, and the
Company will grant you leave for the rest of the notice period, or for any part of such
period, you explicitly consent that you will consume your remaining days of vacation, if any,
within such period of leave, provided that doing so is possible and reasonable.
	 
	15.6	 	Upon termination of employment, and without need of further notice or demand, you shall
immediately transfer and deliver to the Company any property of the Company, and its Group
Companies which may be in your possession, custody or under your control including, without
limitation, all papers, documents, notes, memoranda, records and writings, in whatever form or
stored in whatever media, which in any way relate to the business of the Company and its Group
Companies and/or to the business of the clients of the Company and its Group Companies
together with all extracts or copies thereof.
	 
	15.7	 	Should you have unpaid or pending obligations to the Company, monetary or otherwise, upon the
termination of your employment for any reason or cause, you expressly agree and authorize the
Company to make the necessary deductions from the salary, bonuses and any other amounts or
benefits that may be due to you, to effect settlement or payment of your unpaid or pending
obligations. This is without prejudice to the right of the Company to effect settlement or
payment of your obligations through other legal means should the salary, bonuses and any other
amounts or benefits due to you be insufficient to cover your unpaid or pending obligations.
	 
	16.	 	NON-SOLICITATION
	 
	16.1	 	NON-SOLICATION OF CUSTOMERS
	 
	16.1.1	 	You agree that while employed by the Company, or at a Group Company (if applicable) (for
section 16, the Company and any applicable Group Company shall be referred to as the Company),
you have had and will have contact with and has become and will become aware of the Company’s
customers and the representatives of those customers, their names and addresses, specific
customer needs and requirements, and leads and references to prospective customers, and that
you have benefited and added and will continue to benefit and add to the Company’s goodwill
with its customers and in the marketplace generally. You further agree that loss of such
customers will cause the Company significant and irreparable harm.
	 
	16.1.2	 	Accordingly, you agree that, for twelve (12) months after the cessation of your employment
with the Company, you will not solicit, contact, call upon, accept orders from, or attempt to
communicate with any customer or prospective customer of the Company for the purpose of
providing any products or services substantially similar to those you provided while employed
with the Company. This restriction shall apply only to any customer or prospective customer of
the Company with whom you had contact or about whom you learned Trade Secrets or Confidential
Information, during the last twenty-four (24) months of your employment with the Company. For
the purpose of this section, “contact” means interaction between you and the customer or
prospective customer which takes place to further the business relationship, or making sales
to or performing services for the customer or prospective customer on behalf of the Company.





 









 





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	16.2.	 	NON-SOLICITATION OF EMPLOYEES AND OTHERS.
	 
	16.2.1	 	You acknowledge and agree that solely as a result of employment with the Company, you have
and will come into contact with and have acquired and will acquire Trade Secrets or
Confidential Information regarding some, most, or all of the Company’s employees,
consultants, contractors, or agents (for purposes of this section, collectively referred to
as “worker”).
	 
	16.2.2	 	Accordingly, both during employment with the Company and for twelve (12) months after the
cessation of employment with the Company, you will not recruit, hire, or attempt to recruit
or hire, directly or by assisting others, any other worker of the Company with whom you had
contact or about whom you learned Trade Secrets or Confidential Information during your last
twenty-four (24) months of employment with the Company. For the purposes of this section,
“contact” means any business-related interaction between you and the other worker.
	 
	17.	 	NON-COMPETITION




Due to the extremely competitive market in which the Company is engaged and to the knowledge,
particularly of a commercial, financial, scientific, industrial or marketing nature concerning the
activities, operations and studies of the Company or at a Group Company (if applicable) (for
paragraph 17, the Company and any applicable Group Company shall be referred to as the Company),
acquired by you in the performance of your duties, you agree that you shall be bound, with regard
to the Company, to an obligation of non-competition in the following conditions:





	17.1	 	In the event of termination of your employment with the Company occurring for any reason
whatsoever — except if (i) you terminate with just cause being given, or (ii) the Company
terminates without you having given cause to do so and without undertaking to continue to pay
your remuneration according to Section 2 above for the period set forth in Paragraph (c) below—, you hereby undertake not to enter into the service of a company studying, manufacturing or
selling (including wholesale and retail) products or services that are identical or similar to
those that are studied, manufactured or sold by the Company, or which are intended to provide
the same or comparable benefits to the purchasers of such products or services in any
countries or regions, including but not limited to Vienna and Austria. You agree that you
shall refrain from taking a direct or indirect interest, in any form whatsoever, including in
particular through consultancy work or acquisition of shareholding (except for current stock
exchange transactions) in an activity of this type, be it in existence or in the process of
creation.
	 
	17.2	 	You agree that this obligation of non-competition applies to Vienna and Austria as well as to
the other countries in which you may have performed your duties during your work within the
Company. Should you so desire, the list of countries in which you may have performed your
duties during your work within the Company will be given to you, within 12 business days
following receipt of such request.
	 
	17.3	 	This non-competition covenant is for the duration of TWELVE MONTHS as from the effective date
of termination of this Agreement.
	 
	17.4	 	During the non-competition period, you undertake to communicate to the Company, if the latter
so requests, the name and address of your new employer. The Company reserves the right to
inform the new employer of the existence and contents of the present non-competition clause.
You agree that you shall inform the latter of the present non-competition clause prior to
entering into any commitment.
	 
	17.5	 	Upon termination of this Agreement and if this non-competition covenant is still in force at
this time, you hereby agree that this special provision be included in any work certificate
that will be given to you.





 









 







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	18.	 	INDEMNIFICATION AND CLAWBACK
	 
	18.1	 	You agree to indemnify and hold all Group Companies harmless from all losses,
liabilities, claims and damages (including lawyer’s fees) which may arise out of or as a
result of any of your unauthorized act or any act caused by you in contravention of this
Agreement.
	 
	18.2	 	Any payment according to the provision in this Agreement shall be without prejudice to the
right the Company expressly reserves to engage proceedings against you in reparation for the
financial and moral damage actually suffered by any Group Company.
	 
	18.3	 	You acknowledge that you have read The Western Union Company’s Clawback Policy (the
“Clawback Policy”). In consideration of the various elements of Incentive Compensation (as
defined in the Clawback Policy) awarded or granted to you, you agree to abide by the Clawback
Policy and any determinations of the Board pursuant to the Clawback Policy. You acknowledge
that the Board shall have full discretion to make such determinations. 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 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 therefore be recovered from you (such
amount to be recovered, the “Clawbacked Compensation”), then upon such determination, the
Company or The Western Union Company (acting through the Board) may recover such Clawbacked
Compensation by any suitable remedy determined by the Board. The foregoing right to recover
certain elements of compensation shall be separate from any other relief available to the
Company or The Western Union 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.
	 
	19.	 	EXECUTION AND LANGUAGE OF AGREEMENT
	 
	19.1	 	This Agreement is executed in two originals, with each party to retain one original.
	 
	19.2	 	If there is any translation of this Agreement to other languages, the English version shall
govern.
	 
	19.3	 	This Agreement may be executed in any number of counterparts, which shall together constitute
one agreement. Any party may enter into this Agreement by signing any such counterpart, but
this Agreement shall not be effective until each party has executed at least one counterpart.
	 
	20.	 	SEVERABILITY
	 
	20.1	 	In the event that any provision of this Agreement becomes or is declared by a court of
competent jurisdiction to be invalid, illegal, unenforceable or void by any court of competent
jurisdiction, this Agreement shall continue in full force and effect without said provision;
provided that the Company reserves the right to determine whether such severability shall be
effective if it materially changes the benefit of this Agreement to the Company. Such holding
shall not invalidate or render unenforceable any other provision hereof.
	 
	20.2	 	Without limiting the generality of 20.1, each provision of the non-disclosure,
non-solicitation and non-compete undertakings set out in 11, 16 and 17 shall, notwithstanding
the manner in which it has been grouped with or grammatically linked to the others, be
construed as imposing a separate and an independent obligation, severable from the rest of
them. Without limiting the foregoing —
	 
	20.2.1	 	the non-disclosure undertakings in terms of 11 shall be severable in respect
of— 
each of the persons in whose favor they are given;





 









 





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	 	 	every month of period for which the confidentiality undertakings are stipulated to be
applicable;
	 
	 	 	every category of Trade Secrets, Confidential Information and Third Party
Information;
	 
	20.2.2	 	the non-solicitation undertakings in 16 shall be severable in respect of— 

each of the persons in whose favor they are given;
	 
	 	 	each of 16.1 and 16.2 and;
	 
	 	 	each month of the non-solicitation period;
	 
	 	 	every activity in which you are prohibited from acting;
	 
	 	 	every capacity in which you are prohibited from acting;
	 
	 	 	each category of customer;
	 
	 	 	each category of employee;
	 
	20.2.3	 	the non-compete undertakings in 17 shall be severable in respect of — 

each persons in whose favor they are given;
	 
	 	 	each month of the non-competition period;
	 
	 	 	every locality falling within the prescribed area;
	 
	 	 	every capacity and activity in which you are prohibited from acting;
	 
	20.3	 	The non-disclosure, non-solicitation and non-compete undertakings set out in 11, 16 and 17
are stipulations for the benefit of the Group Companies and the Company and their respective
successors-in-title and assigns, which shall be entitled to elect whether to exercise their /
its rights hereunder or not. By signing this Agreement the Company accepts the benefits on
behalf of each such person. Such acceptance by the Company constitutes a separate acceptance
on behalf of each such person for the time being and, to the extent that such acceptance may
not constitute valid acceptance on behalf of such person, that person may accept such benefits
in the future by giving written notice to that effect to you.
	 
	20.4	 	The failure by the Group Companies and the Company or any of their successors-in-title or
assigns to — exercise any of its rights in terms of the foregoing non-disclosure,
non-solicitation and non-complete undertakings; or
	 
	 	 	succeed in any proceedings instated by it to enforce any of its rights in terms of the
foregoing non-disclosure, non-solicitation and non-complete undertakings;
	 
	 	 	shall not preclude the Group Companies and the Company or any of their respective
successors-in-title and assigns from exercising any such rights in consequence of any
subsequent breach by you or of any subsequent decision of any court, as the case may be.
	 
	20.5	 	Should the non-disclosure, non-solicitation and non-compete undertakings set out in 11, 16
and 17 or part thereof be found by any competent court to be defective or unenforceable for
any reason whatever, the remaining provisions of 11, 16 and 17 shall continue to be of full
force and effect.





 









 





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	20.6	 	Notwithstanding anything set out in this 20, the undertakings set out in 17 shall not be
enforceable against you only in the following circumstances —






if you terminate this Agreement for just cause; or




if the Company terminates this Agreement without just cause; or




in favor of the Company or any Specified Company/ies which has / have given written notice
to you that it / they do not intend to enforce the undertakings envisioned in 17.




	21.	 	SURVIVAL




Sections 9, 10, 11, 12, 13,  14, 15.6, 15.7, 16, 17, 18, 22, 23 and 24 of this Agreement shall survive
termination of this Agreement and shall remain in full force and effect notwithstanding such
termination.





	22.	 	ENTIRE AGREEMENT
	 
	22.1	 	This Agreement contains and represents the entire Agreement and understanding between you
and the Company, and the Group Companies, relating to your employment with the Company. No
collateral agreements have been made, except for the agreement in place with you to
participate in the Company’s pension fund arrangement (Pensionskassenzusage), the agreements
reflecting outstanding long-term incentive awards granted to you under the applicable
long-term incentive plans, all of which shall continue to apply unchanged, and — during its
term — the Expatriate Agreement.
	 
	22.2	 	Except as provided in 22.1, this Agreement supersedes any oral or written agreements between
you and the Company existing prior to this Agreement, or any other previous agreements,
arrangements and any other discussions that you may have had with the Company, and the Group
Companies, relating to your employment. All matters shall be governed by this Agreement.
	 
	22.3	 	This Agreement may be altered only by a written agreement signed by the party against whom
enforcement of any waiver, change, modification, extension, or discharge is sought and must be
approved by an authorized representative of Western Union.






	23.	 	GOVERNING LAW AND JURISDICTION
	 
	23.1	 	The execution, interpretation and enforcement of this Agreement and the respective rights
and obligations of the parties shall be governed and construed in accordance with the laws of
Austria.
	 
	23.2	 	Any dispute, controversy or claim arising out of or relating to this Agreement, or the
breach, termination or invalidity thereof, shall be settled by arbitration in accordance with
the UNCITRAL Arbitration Rules as present in force. The appointing authority shall be the
Secretary General of the International Arbitral Centre of the Austrian Federal Economic
Chamber. The number of arbitrators shall be three. The place of arbitration shall be Vienna.
The language to be used in the arbitral proceedings shall be English.






	24.	 	SUCCESSORSHIP
	 
	 	 	This Agreement inures to the benefit of any successors or assigns of the Company, the Group
Companies and your obligations apply equally to the Company, the Group Companies and its successors
or assigns.





 









 





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	Western Union Financial Services GmbH
	 	 
	 
	 	 
	/s/ Tim Keane
 

Tim Keane

	 	Date: 9 November 2009 
	represented by its sole shareholder,
	 	 
	Western Union Processing Limited
	 	 





I have read and understand the foregoing terms and conditions and I accept and agree to commence
employment under the terms and conditions set forth herein. I certify that I understand the English
version of this Agreement. I acknowledge my acceptance of this offer of employment on the terms and
conditions set forth in the Agreement by signing below and returning this Agreement to the Company.




	 	 	 	 	 
	Agreed and Accepted By:

	 	/s/ Hikmet Ersek
 

Hikmet Ersek
	 	 
	 
	 	 	 	 
	Date:

	 	9 November 2009	 	 






 









 





Hikmet Ersek Austrian Employment Contract

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EXHIBIT 1




Expatriate Letter Agreement



SUBJECT TO THE APPROVAL OF THE BOARD OF DIRECTORS OF THE WESTERN UNION COMPANY




9 November 2009




Mr. Hikmet Ersek

Rosenweg 4/Julius Bergerstr.

1170 Vienna




Dear Hikmet:



This Letter Agreement will serve to confirm our mutual understanding of the terms and
conditions applicable to your assignment as Chief Operating Officer of The Western Union Company,
effective January 1, 2010. In this role you will be reporting to Christina Gold (“Chief Executive
Officer”). The position will be initially located in Englewood,
Colorado, U.S.A. (the “Host
Country”) and will be subject to your obtaining and maintaining the required Host Country entry
documents or visas and your acceptance of the terms and conditions outlined in this Letter
Agreement. The duration of your assignment will not exceed 24 months (unless the parties mutually
agree to extend this assignment). This assignment may be shorter in duration under certain
circumstances. Your home city and country are Vienna, Austria (the “Home Country”) and you will
remain employed by Western Union Financial Services Gmbh (“the Austrian Company”) during the term
of this assignment, unless you, The Western Union Company and the Austrian Company mutually agree
otherwise (hereinafter The Western Union Company and the Austrian Company are referred to
collectively as the “Company” unless specifically designated). This assignment is subject to your
execution of the employment agreement with the Austrian Company to which this Letter Agreement is
attached as Exhibit 1 (the “Employment Agreement”).



The terms and conditions of this Letter Agreement, which forms a part of the Employment Agreement
during the term of the Letter Agreement, are subject to the approval of the Board of Directors of
The Western Union Company (the “Board) and/or the Compensation and Benefits Committee of the Board
(the “Compensation Committee”). In the event the Board approves your appointment to the position
of Chief Executive Officer of The Western Union Company and you accept such position, you agree
that this assignment shall immediately end, that you will give notice of immediate termination of
the Employment Agreement with the Austrian Company, and that you will become employed by Western
Union, LLC (or another U.S. subsidiary of The Western Union Company) and be based in the U.S. The
terms and conditions of any such employment will be determined at a later date.



In your role as Chief Operating Officer, and in consultation with and subject to the approval of
the Chief Executive Officer, you will have the right to create an organizational structure for The
Western Union Company and its




 









 





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	 	 	Affiliates reflecting the geography and product evolution of the business, including the
appointment of business leaders in key geographical regions and for key product roles.
Additionally, the Board and the Chief Executive Officer will consider when the title of
“President” of The Western Union Company may be offered to you. In addition, on or about May
2010 and December 2010, you will have formal reviews with the Board, during which the Board will
provide you with its appraisal of your performance and potential as a candidate for the position
of Chief Executive Officer and you will have the opportunity to discuss your level of interest
in such position.
	 
	 	 	The terms and conditions in this Letter Agreement, including your assignment as Chief Operating
Officer, will be in effect for this assignment only. Your expatriate assignment will generally
be subject to the terms of the Expatriate Policy (the “Expatriate Policy”), but if there is any
conflict between the terms of the Expatriate Policy and this Letter Agreement, the terms of
this Letter Agreement will govern.
	 
	1.	 	Compensation:






	 	A.	 	Base Salary: Your base compensation is described in Section 2.1 of the Employment
Agreement.
	 
	 	B.	 	Incentive Bonus: Your annual cash incentive bonus opportunity is described in Section
3 of the Employment Agreement.






	2.	 	Benefits:






	 	A.	 	Insurance Plans and Retirement Benefits: Except to the extent you are no longer eligible
for certain benefits offered to the employees of the Austrian Company as a result of this
assignment, you will be eligible to participate in the Austrian Company’s retirement,
health and welfare benefits under the terms and conditions applicable to similarly situated
employees in Austria, In addition, with respect to medical, dental and vision benefits
coverage during your assignment, you will be enrolled in the Aetna Global Benefits program.
Western Union’s International Benefits team will assist you in enrollment and answer any
questions you may have regarding the program. Once enrolled you will have access to the
Aetna Global Benefits online Member Service’s Center. This online resource offers a wide
range of automated tools and information designed to help you use and understand your
global benefits. You will soon receive a welcome letter and package which will contain your
username and password. Your Aetna Global Benefits plan administrator contact, Karen
Thompson, can be contacted at +1.720.332.5354 or at Karen.thompson@westernunion.com.
	 
	 	B.	 	Work Schedules/Holidays/Vacation: Your work schedule, holidays, vacation and other
leave benefits are described in Sections 6 and 7 of the Employment Agreement; provided
that you will observe the work schedule in effect at your place of assignment and will
accrue vacation based on the Expatriate Policy (the greater of your Austria vacation
schedule or four weeks). Unused annual vacation leave accrued in Austria prior to your
departure to the Host Country will be carried forward with you to
this assignment. Holidays
will be






 











 









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	 	 	 	observed in accordance with Western Union business practices in the USA or Austria,
depending upon your working location as of the date of the holiday.






	3.	 	Relocation Benefits:
	 
	 	 	You will be eligible for relocation benefits during the term of your assignment as outlined
below, provided that you are performing services in accordance with this assignment or as
otherwise directed by the Company on the date the relocation benefit or payment is scheduled to
be made. Upon receipt of your signed acceptance of this Letter Agreement, Weichert Relocation
Resources, Inc. (WRRI), Western Union’s designated relocation company, will contact you to
begin administering the relocation program. Amounts included below may constitute taxable
income to you, however they will be provided to you on a net basis, (ie., will be grossed-up
for any applicable taxes by the Company), but generally will not be taken into account as
“compensation” for purposes of other Company benefit plans. You should take no action relating
to your relocation until you have been contacted by your Relocation Specialist.






	 	A.	 	Miscellaneous Relocation Allowance: In accordance with the terms of the Expatriate
Policy, you will receive a one-time Miscellaneous Relocation Allowance net payment equal to
1/24th of your annual base salary, to be paid immediately prior to your departure.
	 
	 	B.	 	Work Permits/Visas: If legal work authorization is required, it must be granted before
you depart for the Host Country, WRRI will coordinate assistance for you to obtain the
proper visas/work permits for you and your family. To the extent that you pay any visas,
passport, and/or immigration expenses personally, you will be reimbursed.
	 
	 	C.	 	Present Housing Arrangements: Should you choose to keep your present home, you will be
paid a monthly amount of €300 to cover incidental expenditures related to its maintenance
and upkeep (no receipts required). If you rent/lease a residence in your Home Country at the
time you are offered and accept this expatriate assignment, the Company will pay the costs
associated with the ‘early termination’ of your current lease agreement.
	 
	 	D.	 	House Hunting Trips/Family Visits: The Company will pay for a maximum of three trips for
your spouse and your dependent children to visit you prior to the time at which your family
joins you in the U.S. (which, unless the Company and you mutually agree otherwise, will be
no later than September of 2010), any of which trips may be used for house hunting purposes.
The Company will pay the reasonable costs associated with these trips, including reasonable
airfare (based upon Western Union’s Travel Policy), lodging and meals, and car rental.





 









 





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	 	E.	 	Shipment and Storage of Household Goods/Personal Effects: WRRI will be authorized to assist
with the move of your household belongings to your new location. To expedite delivery of your
goods, you will be entitled to an air shipment of up to 500 pounds (not to exceed 80 cubic
feet) for items you need immediately at your new location. The remainder will be shipped via
surface transportation. Your surface shipment allowance will be 10,000 pounds. When
necessary, the Company will pay for storage and insurance for the remainder of your household
goods during the time of your expatriate assignment. The cost of Company-paid storage will be
for reasonable and customary household and personal goods. In no event will excess food
supplies, firewood, building supplies, farm machinery, cars, vans, boats, trailers, or
airplanes be stored at the Company expense. Responsibility for costs of storing items not
listed here will be determined on a case-by-case basis, at the Company’s discretion. Return
to your Home Country is subject to the terms of the Western Union Expatriate Policy.
	 
	 	F.	 	Automobile Shipment/Sale: As noted under “Automobile” below, you will remain entitled to a
company car in Austria (or alternatively a car allowance) in accordance with the Austrian Car
Policy, and in addition the Company will provide you with an automobile for your use in the
Host Country. However, because the Company will not pay for shipment or storage of your
personal car(s), you will need to make arrangements to sell your personal car(s) or leave
it/them with someone while you and your family are in the U.S. Should you incur a forced sale
loss on your car, the Company will partially reimburse you for this loss. The amount eligible
for reimbursement will be the difference between the sales price of the car and the average
of the retail and trade-in values for the make and model of your car (based on published
local data), up to a maximum of $2,500 USD per car (with a maximum of two cars being subject
to this forced sale loss reimbursement). You must, however, secure more than one bid for your
car and reimbursement will be based on the highest bid. If you choose to sell to a family
member, you must secure bids from two dealers or private parties who are not members of your
family as a basis for the forced sale loss reimbursement calculation. If the car is leased at
the time you accept this assignment and you are assessed a penalty for early lease
cancellation, the Company will reimburse for this cost.
	 
	 	G.	 	Household Pets: If you choose to take your pets with you on assignment (dogs and cats
only), the Company will pay for the cost of transporting up to two pets from your Home
Country to your Host Country. Coordination, compliance with applicable laws, and costs other
than transportation are your responsibility. Your Host Country has very stringent animal
quarantine regulations and a further quarantine period may be required for pets returning
home from a foreign country upon your relocation to your Home Country.
	 
	 	H.	 	Transportation to the Host Country: The Company will reimburse the cost of a one-way first
class ticket from the original location to the new location for you and your immediate
family members. You will be reimbursed by submitting an expense report to WRRI. This process
will be explained in your consultation call





 









 





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	 	 	 	with WRRI, which will take place shortly after your acceptance and signature of this Letter
Agreement. Return to your home country is subject to the terms of the Western Union
Expatriate Policy.
	 
	 	I.	 	Travel to Home Country/Home Leave: Prior to the time at which your family joins
you in the U.S. (which, unless the Company and you mutually agree otherwise, will be no
later than September of 2010), you will be permitted to make trips to and work from
Austria, as agreed with the Chief Executive Officer. After your family joins you in the
U.S., the Company will pay the round trip first class airfare for you and your family to
visit Europe two times during each twelve-month period. Any days absent from work for
specified home leave will count as vacation days. If you have dependent children
attending a college or university outside the Host Country, the Company will pay for two
roundtrips each year between the Host Country and the airport serving the college or
university, in place of and not in addition to the home leave trip.
	 
	 	J.	 	Temporary Living Expenses: The Company will reimburse you for reasonable temporary
living expenses while your goods are in transit for up to a total of 45 days after you
are required to vacate your regular Austrian residence and/or upon arrival in the U.S.
	 
	 	K.	 	Destination Services: WRRI will coordinate with a Company designated vendor to
assist you with house hunting and information/familiarization in the host location. The
Company will pay up to the local equivalent of $5,000 USD in agency fees.
	 
	 	L.	 	Housing Allowance: The Company will provide assistance to you in locating
residential accommodations in the Denver, Colorado metropolitan area. The cost for your
housing and utilities will be paid in full during the term of your
assignment.
	 
	 	M.	 	Automobile: You will remain entitled to a company car in Austria, or alternatively a
car allowance, in accordance with the Austrian Car Policy, as amended from time to time.
In addition, the Company will provide you with one automobile deemed appropriate for your
use in the Host Country. Insurance, maintenance, fuel, taxes, and registration costs for
this vehicle and any costs you incur in obtaining a local driver’s license will be borne
by the Company. If any Company-provided automobile is considered taxable income to you,
it will not be taken into account as “compensation” for purposes of other Company benefit
plans.
	 
	 	N.	 	Education: The Company will pay the cost of private primary/secondary schooling at
local Host Country international schools for your dependent children (the costs of
colleges or universities for your dependent children are not included).






 









 






Hikmet Ersek Austrian Employment Contract

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	4.	 	Tax Reimbursement/Tax Services:





During your expatriate assignment, you will continue to be responsible for payment of applicable
Austrian taxes. You will also be subject to U.S. income taxes on the income you earn while on
assignment. The Western Union Tax Equalization Policy is intended to leave you in a net after-tax
position substantially equivalent to what you would experience if you were subject only to
Austrian taxes during this period.



The process of calculating and withholding your income tax responsibility requires the Company to
estimate your hypothetical Austrian income tax liability, based on your total Austrian taxable
income earned during the year for services provided to the Company (which includes base salary,
bonus, mobility allowances, stock option exercises and other long-term incentive award proceeds).
This hypothetical tax liability will be withheld from your pay in lieu of Austrian actual taxes
and will reduce your take-home pay ratably throughout the year. Actual withholding for Austrian
social insurance contributions and other employment taxes will also continue during your
expatriate assignment. To clarify the foregoing, the Company will be responsible for making any
actual home and host country income taxes incurred on your compensation during the length of your
assignment. Pursuant to the Western Union Tax Equalization Policy, your tax responsibility for
compensation that you would have received without regard to this assignment (such as base salary,
bonus, and the proceeds from long-term incentive awards), should be substantially equivalent to
the liability you would have incurred on this income had you remained in Austria. Therefore, for
example, if you exercise stock options during the assignment, your tax liability as a result of
such exercise will be similar to what your Austrian tax liability would have been had you
exercised the stock options in Austria.



PricewaterhouseCoopers will assist in the filing of your Austrian and U.S. Federal and state
income tax returns. When your actual Austrian tax returns are completed, PricewaterhouseCoopers
will calculate your final theoretical Austrian tax liability. This amount will be similar to the
hypothetical tax previously withheld, but will be revised to incorporate facts and amounts as
reported in your actual Austrian income tax returns. This theoretical tax amount for the year
involved is the amount you are responsible to pay. If the hypothetical tax amount previously
withheld exceeds this amount, you will be refunded the excess. If the hypothetical tax amount
withheld is insufficient to cover this liability, you will be responsible to pay the difference to
the Company. The Company will be responsible for payment of actual Austrian and U.S. Federal and
state income taxes over and above your final theoretical Austrian tax liability as calculated by
PricewaterhouseCoopers. Remittance of actual tax amounts to either or both U.S. and Austrian tax
authorities will be coordinated by the Company and PricewaterhouseCoopers.



If your employment terminates for any reason during your expatriate assignment, tax equalization
will end as of the date of termination and the theoretical Austrian tax will be calculated based
as if you repatriated on the date of termination.




 









 





Hikmet Ersek Austrian Employment Contract

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	 	 	In no event shall the payments referenced in this paragraph 5 be made later than the deadline
specified in the Western Union Tax Equalization Policy.
	 
	 	 	PricewaterhouseCoopers services are limited to tax advice directly related to your assignment
and do not extend to personal tax advice or financial planning.
	 
	5.	 	Processing and Use of Employee Information:
	 
	 	 	By executing this Agreement, you agree and explicitly and unambiguously consent that for
employment and management purposes, your personal data will be collected, processed, used,
stored, maintained, and transferred between the Austrian Company and The Western Union
Company, its subsidiaries, Affiliates, parent, and third party service providers, according to
business requirements, including in electronic form, expressly authorizing the transfer of
your personal data to the same companies. Your employee data will be kept secure and
confidential in accordance with Company policy and national legislation. The Company will
regularly update your data with your assistance and as you request. You will retain the right
of access to your data and the right to have incorrect data corrected. The data provided will
not be used for any marketing purposes. By executing this Agreement, you explicitly consent to
the Company’s collection, retention, and transmittal of your personal data outside of Austria,
for all valid and appropriate purposes related to your employment.
	 
	6.	 	Code of Conduct; and Compliance with Laws
	 
	 	 	You agree that you are bound by the provisions of the Western Union Code of Conduct and other
rules, regulations and policies, as the Code of Conduct, rules, regulations and policies may
be amended from time to time.
	 
	 	 	You also agree to perform all aspects of your job in accordance with all applicable laws,
regulations and other rules having the force in law, including those of Austria and the U.S.,
to strictly follow all workplace safety rules, to protect the property of the Company, to
maintain the highest standards of personal and professional ethics, to actively participate
in training arranged by the Company, and to continue to develop and improve your professional
skills.
	 
	7.	 	Term and Termination
	 
	 	 	This assignment will be for a period of 24 months and will expire automatically at the end of
such period without notice unless (i) terminated earlier pursuant to this Section, or (ii)
terminated earlier as a result of termination of the Employment Agreement (see its Section
15), or (iii) it is agreed between you and the Company that the assignment is extended in
writing.
	 
	 	 	The Company shall have the right, at any time during the assignment, to terminate this
assignment (without simultaneous termination of the Employment Agreement) with one month’s
prior notice. If you wish to terminate





 









 





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	 	 	this assignment prior to its expiration, provided that you consult in advance with the Company,
you may terminate this assignment (without simultaneous termination of the Employment Agreement)
with one month’s prior notice. If you voluntarily terminate this assignment on or before December
31, 2010 (unless you have been approved for and accepted the position of Chief Executive Officer of
The Western Union Company or have become eligible for the termination payments described below),
you will be required to repay a prorated portion of the relocation and tax equalization benefits
you have received pursuant to Sections 3 and 4 of this Letter Agreement, based on the number of
days between the beginning and end date of this assignment. If your employment with the Company is
terminated as well, you acknowledge that such termination of employment will require the immediate
settlement of all outstanding tax, travel and other advances in relation to the present
assignment. If you are living in Company-paid leased housing, you agree to vacate the housing
within 30 days of your termination of employment.
	 
	 	 	If (1) on or before the expiration of the term of this assignment (or any extension hereof) you are
notified that you will not be considered a candidate for the position of Chief Executive Officer of
The Western Union Company, and you elect, within 30 calendar days of such notification, to
terminate your employment pursuant to Section 15 of the Employment Agreement, or (2) during or upon
the expiration of the term of this assignment (or any extension hereof) you are offered the
position of Chief Executive Officer of The Western Union Company and, after consultation with the
Board, you decline to accept such offer and elect, within 30 calendar days of the date you decline
such offer, to terminate your employment pursuant to Section 15 of the Employment Agreement, you
will be eligible to receive the benefits provided under The Western Union Company Severance/Change
in Control Policy (Executive Committee Level) (the “Severance Policy”) as then in effect as if your
employment had terminated for an eligible reason under the Severance Policy (other than benefits
that would apply only in the event of a “Change in Control” as defined in the Severance Policy)
(the “Termination Pay”). The Termination Pay shall be reduced by any other severance, termination,
or similar benefits payable to you by the Company, including, but not limited to, any amounts
payable under the Employment Agreement, the Severance Policy, or statutory severance benefits or
payments made on account of notice periods during which you are released from further duties as
provided pursuant to the law of any country or political subdivision thereof. The Termination Pay
will be paid in 24 substantially equal monthly installments and shall be paid in full no later than
24 months after the termination of employment with the Austrian Company, subject to the
requirements of Section 409A of the Internal Revenue Code of 1986, if applicable to you. The Board
of Directors of The Western Union Company and/or the Compensation Committee, may, in their absolute
discretion, agree to accelerate the vesting of certain outstanding Long-Term Incentive Plan awards
held by you and/or to provide additional benefits to you in the event this paragraph applies. In
order to receive the Termination Pay, you must timely sign an Agreement and Release (in a form
satisfactory to the Company) which will include restrictive covenants and a comprehensive release
of all claims. Under the Agreement and Release, you must agree not to solicit business similar to
any business offered by the Company from any Company customer, not to advise any entity to cancel or
limit its business with the Company, not to recruit, solicit, or encourage any employee to leave
their employment with the Company, not to perform the same or substantially





 









 






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9 November 2009

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	 	 	the same functions or job duties that you performed for the Company for any business enterprise
engaging in activities that compete with the business activities of the Company, not to
disclose any of Company’s trade secrets or confidential information, and not to disparage the
Company or its employees in any way. These obligations are in addition to the restrictive
covenants and undertakings in the Employment Agreement and to any other non-solicitation,
noncompete, nondisclosure, or confidentiality agreements that you may have executed while
employed by Company. In addition, the payment of the Termination Pay will always be conditional
upon your full compliance with any restrictive covenants and undertakings in the Employment
Agreement applying to the post-contract period, and you acknowledge that they can be recouped
if such covenants or undertakings are violated. In the event this paragraph applies, you will be
repatriated back to Vienna, Austria in accordance with the terms of the Expatriate Policy.
	 
	 	 	The Company will notify you on or before the expiration of this assignment (or any extension
hereof) whether you will be considered a candidate for the position of Chief Executive Officer
of The Western Union Company; provided, however, that the Company will have no obligation to
provide such notification to you if (1) you have elected to terminate this assignment prior to
its expiration pursuant to the second paragraph of this Section 7, or (2) the Company has
terminated this assignment on account of your termination of employment for “Cause” as defined
in the Severance Policy. In no case will you be eligible for the Termination Pay if your
employment is terminated for “Cause” as defined in the Severance Policy.
	 
	8.	 	Successors to the Company
	 
	 	 	The terms of this Letter Agreement shall inure to the benefit of any successors or assigns of
the Company, and your obligations apply equally to the Company and its successors or assigns.
	 
	9.	 	Severability, and Governing Law
	 
	 	 	In the event any provision of this Letter Agreement is deemed unenforceable, you agree that a
court of competent jurisdiction shall have jurisdiction to reform such provision to the extent
necessary to cause it to be enforceable to the maximum extent permitted by law. The provisions
in this Letter Agreement are severable, and if any provision is determined to be prohibited or
unenforceable in any jurisdiction, the remaining provisions shall nevertheless be binding and
enforceable. The execution, interpretation and enforcement of this Letter Agreement and the
respective rights and obligations of the parties shall be governed and construed in accordance
with the laws of Austria. Both parties shall submit to the exclusive jurisdiction of the
Austrian courts in the event of a dispute relating to this Agreement.
	 
	10.	 	Amendments
	 
	 	 	Any modifications to the terms of this Letter Agreement must be memorialized in writing and
signed by both you, the Austrian Company and the Western Union Company.





 









 





Hikmet Ersek Austrian Employment Contract

9 November 2009

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	11.	 	Other Agreements
	 
	 	 	You acknowledge that this Letter Agreement during its term is made a part of your Employment
Agreement between you and Western Union Financial Services GmbH, effective January 1, 2010.
	 
	12.	 	Paragraph Headings
	 
	 	 	The paragraph headings in this Letter Agreement are for convenience of reference only and shall
not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
	 
	13.	 	Special 409A Provisions
	 
	 	 	This Agreement is intended to comply with the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and construed
consistently with such intent. The payments to you pursuant to this Agreement are also intended
to be exempt from Section 409A of the Code to the maximum extent possible. To the extent any
amounts under this Agreement are payable by reference to your “termination of employment,” such
term shall be deemed to refer to your “separation from service,” within the meaning of Section
409A of the Code. Notwithstanding any other provision in this Agreement, if you are a “specified
employee,” as defined in Section 409A of the Code, as of the date of your separation from
service, then to the extent any amount payable under this Agreement (i) constitutes the payment
of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is
payable upon your separation from service and (iii) under the terms of this Agreement would be
payable prior to the six-month anniversary of your separation from service, such payment shall
be delayed until the earlier to occur of (a) the six-month anniversary of the separation from
service or (b) the date of your death. Any reimbursement or advancement payable to you pursuant
to this Agreement shall be conditioned on the submission by you of all expense reports
reasonably required by the Company under any applicable expense reimbursement policy, and shall
be paid to you as soon as administratively possible following receipt of such expense reports,
but in no event later than the last day of the calendar year following the calendar year in
which you incurred the reimbursable expense. Any amount of expenses eligible for reimbursement,
or in-kind benefit provided, during a calendar year shall not affect the amount of expenses
eligible for reimbursement, or in-kind benefit to be provided, during
any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be
subject to liquidation or exchange for any other benefit.
	 
	14.	 	Counterparts
	 
	 	 	This Letter Agreement may be executed in any number of counterparts, which shall together
constitute one agreement. Any party may enter into this Letter Agreement by signing any such
counterpart, but this Letter Agreement shall not be effective until each party has executed at
least one counterpart.





 









 






Hikmet Ersek Austrian Employment Contract

9 November 2009

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We will provide you a copy of the Expatriate Policy under separate cover. If you have any
questions regarding the information in that Policy, please call Eileen Gibson at (636) 866-0701.



Your assignment counselor at WRRI is also available to answer any questions that you may have
regarding your relocation. You will be contacted by WRRI shortly, but for your reference or should
you have any immediate questions, Patrick McCluskey will be your point of contact. He can be
reached at +1.973.397.3919 or pmccluskey@wrri.com




Sincerely,




Western Union Financial Services GmbH




	 	 	 
	/s/ Tim Keane

 

Tim Keane

	 	Date: 9 November 2009
	represented by its sole shareholder,
	 	 
	Western Union Processing Limited
	 	 
	 
	 	 
	The Western Union Company
	 	 
	 
	 	 
	/s/ Grover Wray

 

Grover Wray
	 	 
	 
	Date: 9 November 2009
	 	 





I hereby agree and accept this assignment under the terms and conditions set forth in this Letter
Agreement and the Company’s policies as described in the Expatriate Policy, a copy of which I have
received, read, and understand.




/s/ Hikmet Ersek                         

Hikmet Ersek




Date: 9 November 2009





	 	 	A signed copy of this document (PDF or paper copy) should be sent to Western Union Global
Mobility Department c/o                                          M21B12 or                                
          for relocation services to be
initiated.





 









 





Hikmet Ersek Austrian Employment Contract

9 November 2009

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Exhibit 2

Data Privacy Notice and Consent for Employees





NOTICE


Western
Union Financial Services GmbH (WUFS GmbH), (“Employer”) is a member of the control group
of The Western Union Company, organized and existing under the laws of the State of Delaware,
U.S.A. The Western Union Company is at 12500 East Belford Ave.,
Englewood, Colorado, 80112, U.S.A.
The Western Union Company intends to implement for itself, the Employer and all their subsidiaries
and affiliates (all collectively referred to as the
“Company’’), a uniform Human Resources
(“HR”)
reporting system enabling the Company to collect a set of HR data as
described in Appendix 2 (“HR
data”) with regard to all Company employees worldwide, including the undersigned employee (the
“Employee”). Appendix 2 may be amended, e.g. by revising the categories of personal data,
if necessary for the fulfillment of employment contract obligations of the Employer or for legal
requirements.



This HR
data will be stored in a Human Resource Management System
(“HRMS”), enabling





	(1)	 	consistent group HR reporting throughout the Company’s locations globally;
	 
	(2)	 	accurate consolidation of HR data on a global basis for the purpose of implementing,
administering, and managing the Employee’s participation in the compensation and benefits
plans of the Company (the “Plans”) and tracking incentive and other compensation eligibility
and actual payments;
	 
	(3)	 	compliance with tax, finance, and securities laws as well as laws and orders requiring
disclosure of HR data vis-à-vis authorities;
	 
	(4)	 	compliance training, certifications and related regulatory requirements;
	 
	(5)	 	employee training and certifications;
	 
	(6)	 	reporting and monitoring of health and safety of employees, and development of a risk
management;
	 
	(7)	 	compliance with terms of the Plans;
	 
	(8)	 	administration of all human resource and employment programs;
	 
	(9)	 	consistent administration of the Plans throughout the Company’s international locations; and
	 
	(10)	 	the Company’s parts as listed in Appendix 1
(the “Relevant Companies”) to facilitate the
employment relationship by processing the Employee’s HR data to provide the Employee with his/her
employment or career development including possible relocation; and to facilitate the following:






	 	-	 	payroll administration, administering pension plans and other employee benefits, control of
remuneration comparisons;
	 
	 	-	 	generating of holiday and absence records;
	 
	 	-	 	establishing contact to the next of kin;
	 
	 	-	 	disciplinary and/or grievance proceedings and appraisals;
	 
	 	-	 	statistical analyses regarding performance, conduct, sickness and employment costs;
	 
	 	-	 	establishing equal opportunities;
	 
	 	-	 	general employee training; compliance training and tracking;
	 
	 	-	 	disclosures to prospective employers and/or shareholders as part of a merger, acquisition,
takeover or corporate re-organization;
	 
	 	-	 	detection or prevention of fraud or any offenses;
	 
	 	-	 	the provision of information as required by any governmental authority or other authority;
legal proceedings (including prospective proceedings); obtaining legal advice, or otherwise
establishing, exercising or defending legal rights;
	 
	 	-	 	financial disclosures to creditors or credit reporting agencies authorized by the employee.




The described processing and use of HR data serve to attain all procedures and purposes mentioned
above (collectively the “Purpose”).



The Company reserves the right to amend the companies in the control group identified above and
the Relevant Companies listed in Appendix 1 as required to provide employee services. Any changes
will be made known to the Employee through either the Company’s intranet, the Employer’s
designated data privacy officer, or through other means of information accessible to the
Employee.




 









 







Hikmet Ersek Austrian Employment Contract

9 November 2009

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To facilitate control and uniformity in achieving the Purpose, a HRMS will be utilized. Access to
the Employee’s HR data in the HRMS system to achieve the purpose will be restricted to the
following authorized persons and/or departments of the Relevant Companies: Information Technology
(IT), Human Resources, Health & Safety, Risk Management, Compliance, Legal, Finance, Security,
Audit, TWUC Senior Management, line of superiors of the Employee, Data Protection Officers.



The HR data will only, be transferred to the Relevant Companies and to authorized third parties,
as necessary for business requirements or contractual or statutory obligations including, without
limitation, to accountants, legal service providers, consultants, brokerage houses, banks and
social security organizations, and other authorities (the
“Authorized Third Parties”). The
Employee understands that the Relevant Companies or the Authorized Third Parties may be located in
countries outside of Austria, and that the Relevant Company’s or Authorized Third Party’s country
may have reduced data protection level. The Relevant Companies have, therefore, concluded the
Authorized Third Parties are subject to confidentiality with regard to HR data according to
statutory or contractual obligations.



Employee authorizes the Relevant Companies and the Authorized Third Parties to receive, possess,
use, retain, process and transfer HR data, in electronic or other form, for any Purpose mentioned
above.



Where sensitive personal data (i.e., information on a person’s racial and ethnic origin, political
opinions, religious or philosophical convictions, union membership, health or sexual orientation)
is at all collected, the Relevant Companies will collect, process, and use this data only with the
Employee’s express written consent where legally obliged or permitted to do so in accordance with
Austria’s data privacy or employment laws.



Employee understands that in the context of the Purpose, HR data will be held only insofar and as
long as necessary to properly fulfill the requirements related to the Purpose. Employee
understands that he or she may, at any time, view, request additional information about the
storage and processing, be granted access, and request correction or amendment to render it
accurate of their HR data. The employee has the right of refusal or to withdraw the consents
herein, in particular in case of an amendment to Appendix 1, in any case without cost by
contacting in writing his or her local human resources representative.




CONSENT



The undersigned Employee hereby explicitly and unambiguously consents to the collection,
processing, use and transfer, in electronic communications (i.e. fax, email, other) or other form,
including collection, processing, use and transfer by and to the Relevant Companies listed in
Appendix 1 of the HR data set out in Appendix 2 by and among, as applicable, the Employee’s
Employer, the Relevant Companies and the Authorized Third Parties, for the Purpose described
above. The undersigned Employee also consents to the HR data listed in Appendix 2 being collected,
processed, transferred between the Relevant Companies, used and transferred to the Relevant
Companies and Authorized Third Parties also for the Purpose mentioned above by the HRMS. Employee
consents to Appendix 2 being amended from time to time, if required for the fulfillment of
employment contract obligations or legal obligations, and the Company reserves the right to amend
the Relevant Companies listed in Appendix 1 as required to provide employee services, and that
such amendments of Appendix 1 and/or Appendix 2 are made known to him or her through the Company’s
intranet, Employer’s data protection officer, or through other means of information accessible to
the Employee.




Signed this 9th day of November 2009.




	 	 	 	 	 
	by

	 	/s/ Hikmet Ersek

 

Hikmet Ersek
	 	 






 









 





Hikmet Ersek Austrian Employment Contract

9 November 2009

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Data
Privacy Consent — Appendix 1



HR data will be disclosed among and/or transferred to the following companies:




Data Exporter



Western Union Financial Services GmbH (WUFS GmbH) 

Schubertring 11 

1010 Vienna 

Austria



Data Importers





	 	1)	 	The Western Union Company, a Delaware Corporation(US Head Office)
	 
	 	2)	 	Western Union Financial Services Inc., a Colorado Corporation
	 
	 	3)	 	Western Union LLC, a Colorado Corporation





 









 





Hikmet Ersek Austrian Employment Contract

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Data Privacy Consent — Appendix 2



HR data consists of:




	 	 	 
	DATA ELEMENT	 	Description/Comments
	ID

	 	PS Employee ID (automatically created when new hire data is saved)
	Alternate Employee ID

	 	Employee ID in Payroll System (DATEV) — 5 digits
	Prefix

	 	Name Prefix: Mr., Ms. etc (English titles)
	First Name

	 	Forename
	Last Name

	 	Surname
	Address 1-3

	 	Home address of employee (3 address lines available for Street Name, Number and any additional address info if necessary)
	Postal

	 	Zipcode/Postal Code of employee’s home address
	City

	 	City of employee’s home address
	Country
	 	 
	Phone

	 	Phone Number (drop down available for different phone types — e.g. Home, Cellular, ...) Data provided by employees on voluntary basis
	Gender

	 	Female/Male/Unknown
	Marital Status

	 	Married/Single/Divorced/Separated etc
	Phone

	 	phone number of emergency contact
— voluntary
	National ID Country

	 	indicates format of Social Security Number
	National ID Type

	 	indicates type of Social Security Number (e.g. VSNR, EUVSNR, ...)
	National ID

	 	Social Security Number
	Nationality

	 	Nationality
	Birthdate

	 	exact date of birth (day, month, year)
	Date of Death

	 	possibility to enter in PS — if applicable
	Country

	 	Permit country
	Type

	 	Type of permit (e.g. work permit, residency permit)
	Expiration Date

	 	End date of permit (query can be run on a regular basis to identify expiring permits)
	TWUC Mail Drop

	 	Office address/stop code
	Employee Status

	 	automatically updated from action/reason codes — e.g. active, terminated, leave of absence, maternity etc.
	Original Hire Date

	 	Employment Start Date (= effective date entered on first panel “Personal Data — Name”)
	Rehire Date

	 	Left and come back — new start date
	Acquisition Date

	 	Employment via an acquisition
	Probation Date

	 	Date probation due to end e.g. 6 months post start date
	Company Seniority Date

	 	automatically calculated — date taken for seniority calculation (usually TWUC hire date)
	Service Date

	 	automatically calculated — current length of employment
	Regulatory Region

	 	determines which fields are shown in PS
	Company
	 	 
	Business Unit

	 	Standard BU or International BU
	Location

	 	Place of work (specific location codes available — details saved on location table: address, country, effective date)
	Department

	 	Cost center number (specific department IDs available — details saved on department table: location, company, contact listing — e.g.
EVP, HR-Rep, Finance contact, ... — Shared Services Indicator, Segment Alignment Indicator)
	Department Entry Date

	 	automatically created by effective date of department change (action/reason)
	Shared Services Indicator

	 	pre-set on department table — indicates if employee works for a shared services dept. or not (e.g. HR, Finance, ...)
	Segment Alignment Indicator

	 	pre-set on department table — indicates business unit that employee is supporting (e.g. WUFSI WUI, ...)
	Job Code

	 	includes job title, manager level info (e.g. Non-Manager, Director, VP, ...), salary admin plan, grade, std hrs, regular/temp job, job
function code — e.g. HR, Marketing etc.)
	Job Entry Date

	 	automatically created by effective date of job change






 









 





Hikmet Ersek Austrian Employment Contract

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	DATA ELEMENT	 	Description/Comments
	Regular/Temporary

	 	regular/temporary employee
	Full/Part

	 	full time/part time employee
	Regular Shift

	 	hours of work on shift pattern (Y/N field)
	Standard Hours

	 	pre-set on job code table — contractual hours of work e.g 40 hours (link to job code table)
	FTE

	 	full time equivalent — automatically calculated in PS
	Employee Type

	 	H= hourly paid, S= salaried
	Empl Class

	 	e.g. Consultant, Contractor, Expat,
Trainee, ...
	Pay Group

	 	Payroll code — Fixed for Company
	Labor Agreement Entry Date

(Employment Contract)

	 	date when employment contract was signed (# hire date/effective date of contract) + if employment contract
changes, details of change need to be tracked
(e.g. Legal changes, change of shift, ... — but not changes related to employee — e.g. change of
standard hours) — TO CHECK STATUS OF EMPLOYMENT CONTRACT -
will be saved on Job Labor panel
	Salary Administration Plan

	 	pre-set on job code table — includes number of pay months per year, standard working hours, currency, company code (link from salary plan table to job code
table)
	Grade

	 	pre-set on job code table = salary grade (paygroups); includes currency, salary ranges, salary admin plan — link from salary grade table to job code table
	Grade Entry Date

	 	automatically created by effective date of grade change
	Currency
	 	 
	Compensation Rate

	 	annual base salary
	Compensation Frequency

	 	monthly, weekly, annually — defaulting to annual
	Date last increase

	 	automatically created by effective date of salary change — indicates effective date of last salary increase
	Rating Scale

	 	automatically loaded from Performance Management System — for all emps
	Review Rating

	 	automatically loaded from Performance Management System — performance ratings on individual employee
	Review Date

	 	automatically loaded from Performance Management System
	Comp Pgm

	 	Bonus Plan (e.g. WU-IC ELG for eligible emps, WU-IC-NE for non-eligible emps)
	Target Amount

	 	Bonus Target Amount
	Target Date

	 	Start of plan (i.e. effective date of (new) bonus target — if bonus target changes during the year)
	Job Earnings/Distribution Type

	 	default to “none” — n/a outside USA
	Benefit Program

	 	INT for all international employees
	Work Phone

	 	Full work phone number (incl. country code, city code, tel # and extension)
	Business Title

	 	Job title (possibility to specify job title more closer — e.g. by region
	Supervisor ID

	 	Supervisor’s employee PS 6 digit ED (Supervisor Name is linked to this — shows up next to Supv ID)
	Action

	 	e.g. hire, promotion, termination reasons, pay rate change, maternity
	Reason

	 	e.g. new hire, merit — linked to action
	Date Created

	 	automatically shows date of data entry for action/reason (not always equal to effective date!!!)
	Effective Date

	 	every action/reason needs to have an effective date (e.g. promotion eff. 06/01/2003)
	Termination Date

	 	Date employment ends
	Duration of employment
	 	 
	Disability

	 	Degree of disability acknowledged by competent authority, duration