exv10w39






Exhibit 10.39




THE WESTERN UNION COMPANY
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD NOTICE




     Pursuant to The Western Union Company 2006 Long-Term Incentive Plan (the “Plan”),
________________ (“Executive”) has been granted the Performance-Based Restricted Stock Unit Award
described below (the “Award”). Certain terms and conditions of the Award are set forth immediately
below in this Award Notice. Other terms and conditions are set forth in the Performance-Based
Restricted Stock Unit Award Agreement which is appended to this Award Notice. The Award Notice and
the Performance-Based Restricted Stock Unit Award Agreement are together the “Agreement” which is
made and entered into between The Western Union Company, a Delaware corporation (“the Company”),
and Executive as of the Grant Date. Capitalized terms not otherwise defined in this Award Notice
are defined in the Plan or the Performance-Based Restricted Stock Unit Award Agreement.



	 	 	 

	Grant Date:

	 	[Insert Date]
	 
	 	 
	Target Award:

	 	___ shares of Common Stock
	 
	 	 
	Maximum Award:

	 	___ shares of Common Stock
	 
	 	 
	Performance Period:

	 	January 1, 2011 – December 31, 2012
	 
	 	 
	Performance Measure:

	 	$1,000,000,000 Combined Consolidated Operating Income
	 
	 	 
	Vesting Date:

	 	Third anniversary of Grant Date






	 	 	 	 	 	 	 	 	 

	 	 	 	 	THE WESTERN UNION COMPANY,	 	 
	 	 	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 






(Section 16 Officers)








 









 








THE WESTERN UNION COMPANY 2006 LONG-TERM INCENTIVE PLAN

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT —

TERMS AND CONDITIONS — SECTION 16 OFFICERS





	1.	 	Pursuant to The Western Union Company 2006 Long-Term Incentive Plan (the “Plan”), The Western
Union Company (the “Company”) hereby grants to you (“Executive”) an award of Restricted Stock
Units (the “Units”), in the amount specified in your Award Notice (which forms part of this
Agreement) as of the Grant Date specified in your Award Notice, related to shares of the
Company’s common stock (“Shares”), subject to the terms and conditions set forth in this
Agreement and the Plan. The terms of the Plan are hereby incorporated in this Agreement by
this reference and made a part hereof. Capitalized terms not defined herein shall have the
same definitions as set forth in the Plan.
	 
	2.	 	Each Unit shall provide for the issuance and transfer to Executive of one Share upon lapse of
the restrictions set forth in paragraph 3 below and subject to the satisfaction of the
Performance Measure during the Performance Period set forth in the Award Notice and the
Committee’s determination of the amount of the Award payable to Executive in accordance with
Exhibit A. Upon issuance and transfer of Shares to Executive following the Restricted Period
(as defined herein), Executive shall have all rights incident to ownership of such Shares,
including but not limited to voting rights and the right to receive dividends.
	 
	3.	 	Subject to other provisions of this Agreement and the terms of the Plan, on the third
anniversary of the Grant Date, subject to the satisfaction of the Performance Measure during
the Performance Period set forth in the Award Notice and the Committee’s determination of the
amount of the Award payable to Executive in accordance with Exhibit A, all restrictions on the
Units shall lapse and the number of Shares subject to the Units determined by the Committee to
be transferred to Executive in accordance with Exhibit A shall be issued and transferred to
Executive. Effective on and after such date, subject to applicable laws and Company policies,
Executive may hold, assign, pledge, sell, or transfer the Shares transferred to Executive in
Executive’s discretion. The three year period in which the Units may be forfeited by
Executive is defined as the “Restricted Period.”
	 
	 	 	Notwithstanding the foregoing provisions in this paragraph 3, you will forfeit all rights to
the Units unless you accept these Terms and Conditions either through on-line electronic
acceptance (if permitted by the Company) or by signing and returning to the Company a copy
of these Terms and Conditions prior to the third anniversary of the Grant Date. Signed
copies of these Terms and Conditions should be sent to the attention of: Western Union Stock
Plan Administration, 12500 E. Belford Avenue, M21B2, Englewood, Colorado 80112. In
addition, notwithstanding any other provision of the Plan or this Agreement, in order for
the restrictions on the Units to lapse, you must execute and return to the
Company or accept electronically an updated restrictive covenant agreement (and exhibits)





(Section 16 Officers)




 









 






	 	 	if
requested by the Company which may contain certain noncompete, nonsolicitation and/or
nondisclosure provisions. Failure to execute or electronically accept such an agreement
prior to the third anniversary of the Grant Date will cause the Units to be forfeited.
	 
	 	 	Prior to the issuance and transfer of Shares, the Units will represent only an unfunded and
unsecured obligation of the Company. Any Shares determined by the Committee to be
transferred to Executive in accordance with Exhibit A shall be issued and transferred to
Executive as soon as administratively practicable after the end of the Restricted Period,
and in no event later than March 15 of the calendar year immediately following the year in
which the Restricted Period ends. If at any time the Company determines, in its discretion,
that the listing, registration or qualification of the Shares upon any securities exchange
or under any state or federal law, or the consent or approval of any governmental authority
is necessary or desirable as a condition to the issuance and transfer of Shares to the
Executive (or his or her estate), such issuance and transfer will not occur unless and until
such listing, registration, qualification, consent or approval will have been effected or
obtained.
	 
	4.	 	Executive may elect to satisfy his or her obligation to advance the amount of any required
income or other withholding taxes (the “Required Tax Payments”) incurred in connection with
the issuance and transfer of the Shares by any of the following means: (1) a cash payment to
the Company, (2) delivery (either actual delivery or by attestation procedures established by
the Company) to the Company of Common Stock having an aggregate Fair Market Value, determined
as of the Tax Date, equal to the amount necessary to satisfy any such obligation,
(3) authorizing the Company to withhold whole shares of Common Stock which would otherwise be
delivered to Executive having an aggregate Fair Market Value, determined as of the Tax Date,
or withhold an amount of cash which would otherwise be payable to Executive, equal to the
amount necessary to satisfy any such obligation, (4) a cash payment to the Company by a
broker-dealer acceptable to the Company to whom Executive has submitted an irrevocable notice
of sale, or (5) any combination of (1) and (2). Shares of Common Stock to be delivered or
withheld may not have an aggregate Fair Market Value in excess of the amount determined by
applying the minimum statutory withholding rate.
	 
	5.	 	The Units may not be sold, assigned, transferred, pledged, or otherwise disposed of, except
by will or the laws of descent and distribution, while subject to restrictions. If Executive
or anyone claiming under or through Executive attempts to make any such sale, transfer,
assignment, pledge or other disposition of Units in violation of this paragraph 5, such
attempted violation shall be null, void, and without effect.
	 
	6.	 	Executive shall forfeit Executive’s right to any unvested Units if Executive’s continuous
employment with the Company or a Subsidiary or Affiliate terminates for any reason during the
Restricted Period (except solely by reason of a period of Related Employment or as set forth
in
paragraphs 7 and 9).





(Section 16 Officers)




 









 






	7.	 	If Executive’s employment with the Company terminates for any reason, other than voluntary
termination by Executive, death, Disability, Retirement or for Cause, and paragraph 9 does not
apply, Executive shall be entitled to a prorated Award. Such prorated Award shall be equal to
the amount of the Award which is actually earned, based upon satisfaction of the Performance
Measure during the Performance Period (as certified by the Committee in writing) and the
Committee’s determination of the amount of the Award payable to Executive in accordance with
Exhibit A, multiplied by a fraction, the numerator of which shall equal the number of days
Executive was employed with the Company during the Restricted Period and the denominator of
which shall equal the number of days in the Restricted Period.
	 
	 	 	If Executive’s employment with the Company terminates by reason of death or Disability, the
Award shall be paid, to the extent earned, based upon satisfaction of the Performance
Measure during the applicable Performance Period (as certified by the Committee in writing)
and the Committee’s determination of the amount of the Award payable to Executive in
accordance with Exhibit A, to Executive or Executive’s executor, administrator, legal
representative, beneficiary or similar person (together, the “Beneficiary”), as the case may
be, as if Executive had remained employed with the Company through the end of the Restricted
Period.
	 
	 	 	If Executive’s employment with the Company terminates by reason of Retirement, Executive
shall be entitled to a prorated Award. Such prorated Award shall be equal to the amount of
the Award which is actually earned, based upon satisfaction of the Performance Measure
during the Performance Period (as certified by the Committee in writing) and the Committee’s
determination of the amount of the Award payable to Executive in accordance with Exhibit A,
multiplied by a fraction, the numerator of which shall equal the number of days Executive
was employed with the Company during the Restricted Period and the denominator of which
shall equal the number of days in the Restricted Period.
	 
	 	 	If Executive’s employment with the Company is terminated voluntarily by Executive (except
for an Eligible Termination Reason described in Section 5(b) of the Severance/Change in
Control Policy applicable to members of the Company’s Executive Committee at the time of a
Change in Control) or is terminated by the Company for Cause, Executive’s Award shall,
except to the extent vested as of the date of termination, be immediately forfeited.
	 
	8.	 	During the Restricted Period, Executive (and any person succeeding to Executive’s rights
pursuant to the Plan) will have no ownership interest or rights in Shares underlying the
Units, including no rights to receive dividends or other distributions made or paid with
respect to such Shares or to exercise voting or other shareholder rights with respect to such
Shares. Executive shall not be entitled to receive dividend equivalents in connection with
this Award.
	 
	9.	 	If Executive is eligible to participate in the Severance/Change in Control Policy applicable
to
members of the Company’s Executive Committee at the time of a Change in Control and
Executive’s employment with the Company, a Subsidiary or an Affiliate terminates for an
eligible reason under such policy during the 24-month period commencing on the effective
date





(Section 16 Officers)




 









 






		 	of the Change in Control, then, subject to the terms of such policy, any remaining
restrictions applicable to the Units shall lapse effective on the date of Executive’s
termination; provided, however, that the Award will vest and be payable only if the
Performance Measure is attained (as certified by the Committee in writing).
	 
	10.	 	The terms of this Agreement may be amended from time to time by the Committee in its sole
discretion in any manner that it deems appropriate; provided, however, that no such amendment
shall adversely affect in a material manner any right of Executive under this Agreement
without Executive’s written consent.
	 
	11.	 	Any action taken or decision made by the Company, the Board, or the Committee or its
delegates arising out of or in connection with the construction, administration,
interpretation or effect of the Plan or this Agreement shall lie within its sole and absolute
discretion, as the case may be, and shall be final, conclusive and binding on Executive and
all persons claiming under or through Executive. By accepting this grant of Units or other
benefit under the Plan, Executive and each person claiming under or through Executive shall be
conclusively deemed to have indicated acceptance and ratification of, and consent to, any
action taken under the Plan by the Company, the Board or the Committee or its delegates.
	 
	12.	 	This grant of Units is discretionary, non-binding for future years and there is no promise or
guarantee that such grants will be offered to Executive in future years.
	 
	13.	 	The validity, construction, interpretation, administration and effect of these Terms and
Conditions and the Plan and rights relating to the Plan and to this Agreement, shall be
governed by the substantive laws, but not the choice of law rules, of the State of Delaware.
	 
	14.	 	If one or more provisions of this Agreement shall be held invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby and the invalid, illegal or unenforceable
provisions shall be deemed null and void; however, to the extent permissible by law, any
provisions which could be deemed null and void shall first be construed, interpreted or
revised retroactively to permit this Agreement to be construed as to foster the intent of this
Agreement and the Plan.
	 
	15.	 	Executive acknowledges that Executive has read the Company’s Clawback Policy. In
consideration of the grant of the Units, Executive agrees to abide by the Company’s Clawback
Policy and any determinations of the Board pursuant to the Clawback Policy. Without limiting
the foregoing, and notwithstanding any provision of this Agreement to the contrary, if the
Board determines that any Incentive Compensation (as defined in the Company’s Clawback Policy)
received by or paid to Executive resulted from any financial result or performance metric that
was impacted by Executive’s misconduct or fraud and that compensation should be recovered
from Executive (such amount being recovered, the “Clawbacked Compensation”), then upon such
determination, the Board may recover such Clawbacked Compensation by (a) cancelling all or
any portion of the unvested Units (the “Clawbacked Portion”) and, in such case, the





(Section 16 Officers)




 









 






	 	 	Clawbacked Portion of the unvested Units shall automatically and without further action of
the Company be cancelled, (b) requiring Executive to deliver to the Company shares of Common
Stock acquired upon the vesting of the Units (to the extent held by Executive), (c)
requiring Executive to repay to the Company any net proceeds resulting from the sale of
shares of Common Stock acquired upon the vesting of the Units or (d) any combination of the
remedies set forth in clauses (a), (b) or (c). The foregoing remedies are in addition to
and separate from any other relief available to the Company due to Executive’s misconduct or
fraud. Any determination by the Board with respect to the foregoing shall be final,
conclusive and binding upon Executive and all persons claiming through Executive.
	 
	16.	 	To the extent any amounts under this Agreement are payable by reference to Executive’s
“termination of employment,” such term shall be deemed to refer to Executive’s “separation
from service,” within the meaning of Section 409A of the Code. Notwithstanding any other
provision in this Agreement, if Executive is a “specified employee,” as defined in Section
409A of the Code, as of the date of Executive’s 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 Executive’s
separation from service and (iii) under the terms of this Agreement would be payable prior to
the six-month anniversary of Executive’s 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 Executive’s death.





	 	 	 	 	 	 	 	 	 	 	 

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

	 	Signature:
	 	 	 	Printed Name:	 	 	 	 
	 

	 	 	 	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Date:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 





(Section 16 Officers)




 









 





EXHIBIT A




(Section 16 Officers)