exv10w4









Exhibit 10.4




THE WESTERN UNION COMPANY

2006 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN

STOCK UNIT AWARD AGREEMENT — TERMS AND CONDITIONS





	1.	 	Pursuant to The Western Union Company 2006 Non-Employee Director Equity Compensation Plan
(the “Plan”), The Western Union Company (the “Company”) hereby grants to you (“Director”) as
of ___ (the “Grant Date”), the number of Unrestricted Stock Units (the “Units”)
relating to shares of the Company’s common stock specified in the attached Stock Unit Award
Notice (which forms part of this Agreement), subject to the conditions and restrictions set
forth in this Agreement and the Plan. Each Unit shall provide for the issuance and transfer
to Director of one share of the Company’s common stock. Upon issuance and transfer of the
shares of common stock subject to the Units, Director shall have all rights incident to
ownership, including but not limited to voting rights and the right to receive dividends.
	 
	2.	 	The terms of the Plan are hereby incorporated in this instrument by reference and made a part
hereof. Any capitalized terms used in this Agreement that are not defined herein
shall have the meaning set forth in the Plan.
	 
	3.	 	The Company, in its sole discretion, may require, prior to the issuance or delivery of any
shares of common stock pursuant to the Units, payment by Director of any Federal, state, local
or other taxes which may be required to be withheld or paid in connection with the Award.
	 
	4.	 	Regardless of any action the Company takes with respect to any or all income tax, social
insurance, payroll tax, payment on account or other tax-related items related to Director’s
participation in the Plan and legally applicable to him or her (“Tax-Related Items”), Director
acknowledges that the ultimate liability for all Tax-Related Items is and remains Director’s
responsibility and may exceed the amount actually withheld by the Company. Director further
acknowledges that the Company (i) makes no representations or undertakings regarding the
treatment of any Tax-Related Items in connection with any aspect of the Units, including, but
not limited to, the grant of the Units, the vesting of the Units, the conversion of the Units
into Shares or the receipt of an equivalent cash payment, the subsequent sale of any Shares
acquired and the receipt of any dividends or dividend equivalents; and (ii) does not commit to
and are under no obligation to structure the terms of the grant or any aspect of the Units to
reduce or eliminate Director’s liability for the Tax-Related Items or achieve any particular
tax result. Further, if you have become subject to tax in more than one jurisdiction between
the Grant Date and the date of any relevant taxable or tax withholding event (“Tax Date”), as
applicable, you acknowledge that the Company may be required to withhold or account for
Tax-Related Items in more than one jurisdiction.
	 
	 	 	Prior to the Tax Date, Director will pay or make adequate arrangements satisfactory to the
Company to satisfy all Tax-Related Items. In this regard, Director authorizes the Company or
its agent, at its discretion, to satisfy the obligations with regard to all Tax-Related Items
by one or a combination of the following: (A) accept a cash payment in U.S. dollars in the
amount of the Tax-Related Items,
(B) withhold whole Shares which would otherwise be delivered to Director having an aggregate
Fair Market Value, determined as of the Tax Date, or withhold an amount of cash from any cash
compensation which would otherwise be payable to Director by the Company or from any equivalent
cash payment received upon vesting of the Units, equal to the amount





 









 





	 	 	necessary to satisfy the
Tax-Related Items, or (C) withhold from proceeds of the sale of Shares acquired upon settlement
of the Units either through a voluntary sale or through a mandatory sale arranged by the
Company (on Director’s behalf pursuant to this authorization).
	 
	 	 	To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related
Items by considering applicable minimum statutory withholding amounts or other applicable
withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in
Shares, for tax purposes, Director is deemed to have been issued the full number of Shares due
to him or her at settlement, notwithstanding that a number of Shares are held back solely for
the purpose of paying the Tax-Related Items due as a result of any aspect of Director’s
participation in the Plan.
	 
	 	 	Finally, Director shall pay to the Company any amount of Tax-Related Items that the Company may
be required to withhold or account for as a result of Director’s participation in the Plan that
cannot be satisfied by the means previously described. The Company may refuse to issue or
deliver the Shares or the proceeds of the sale of Shares to the Director, if Director fails to
comply with his or her obligations in connection with the Tax-Related Items.
	 
	5.	 	Prior to the settlement of the Units, Director will be paid amounts equal to the regular cash
dividends that would have been payable to Director if Director had received and held the
shares of common stock underlying the Units, which payment shall be made as soon as
practicable after the payment of dividends with respect to the Company’s common stock but in
no event later than March 15 of the calendar year immediately following the calendar year in
which such dividends are paid with respect to the Company’s common stock. No amounts will be
paid with respect to record dates for dividends occurring prior the Grant Date. Prior to the
issuance and transfer of the shares of common stock underlying the Units, Director shall not
be a shareholder of record with respect to such shares and shall have no voting rights with
respect to such shares.
	 
	6.	 	The Units may not be sold, assigned, transferred, pledged, or otherwise disposed of, except
by will or the laws of descent and distribution, or otherwise as provided by the Plan. If
Director or anyone claiming under or through Director attempts to make any such sale,
transfer, assignment, pledge or other disposition of the Units in violation of this Paragraph
5, such attempted violation shall be null, void, and without effect.
	 
	7.	 	The terms of this Agreement may be amended from time to time by the Committee in its sole
discretion in any manner that it deems appropriate; provided, however, that no such amendment
shall adversely affect in a material manner any right of Director under this Agreement without
Director’s written consent. The Committee may, in its sole discretion, permit Director to
surrender the Units in order to exercise or realize the rights under other Awards under the
Plan, or in exchange
for the grant of new Awards under the Plan, or require Director to surrender the Units as a
condition precedent of new Awards under the Plan.
	 
	8.	 	Any action taken or decision made by the Company, the Board, or the Committee or its
delegates arising out of or in connection with the construction, administration,
interpretation or effect of the





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	 	 	Plan or this Agreement shall lie within its sole and absolute
discretion, as the case may be, and shall be final, conclusive and binding on Director and all
persons claiming under or through Director. By accepting this grant of Units or other benefit
under the Plan, Director and each person claiming under or through Director shall be
conclusively deemed to have indicated acceptance and ratification of, and consent to, any
action taken under the Plan by the Company, the Board or the Committee or its delegates.
	 
	9.	 	The Company is not providing any tax, legal or financial advice, nor is the Company making
any recommendations regarding Director’s participation in the Plan, or Director’s acquisition
or sale of the Shares underlying the Units. Director is hereby advised to consult with his or
her own personal tax, legal and financial advisors regarding his or her participation in the
Plan before taking any action related to the Plan.
	 
	10.	 	This Award is discretionary, non-binding for future years and there is no promise or
guarantee that such grants will be offered to the Director in future years.
	 
	11.	 	The validity, construction, interpretation, administration and effect of the Plan and this
Agreement and rights relating to the Plan and to this Agreement, shall be governed by the
substantive laws, but not the choice of law rules, of the State of Delaware in the United
States of America, as provided in the Plan. For purposes of litigating any dispute that
arises directly or indirectly under the Units or the Agreement, the parties hereby submit to
and consent to the jurisdiction of the State of Colorado in the United States of America, and
agree that such litigation shall be conducted only in the courts of Arapahoe County in the
State of Colorado in the United States of America, or the federal courts for the United States
of America for the District of Colorado, and no other courts, where this grant is made and/or
to be performed.
	 
	12.	 	If one or more provisions of this Agreement shall be held invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby and the invalid, illegal or unenforceable
provisions shall be deemed null and void; however, to the extent permissible by law, any
provisions which could be deemed null and void shall first be construed, interpreted or
revised retroactively to permit this Agreement to be construed as to foster the intent of this
Agreement and the Plan.
	 
	13.	 	The Company may, in its sole discretion, decide to deliver any documents related to current
or future participation in the Plan by electronic means. Director hereby consents to receive
such documents by electronic delivery and agrees to participate in the Plan through an online
or electronic system established and maintained by the Company or a third party designated by
the Company.
	 
	14.	 	The Company reserves the right to impose other requirements on Director’s participation in
the Plan, on the Units and on any Shares acquired under the Plan, to the extent the Company
determines it is necessary or advisable in order to comply with local law or to facilitate the
administration of the Plan, and to require Director to sign any additional agreements or
undertakings that may be necessary to accomplish the foregoing.




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