exv10w11






Exhibit 10.11




THE WESTERN UNION COMPANY

SEVERANCE/CHANGE IN CONTROL POLICY

(Executive Committee Level)

Amended and Restated Effective February 24, 2011





	1.	 	Purpose
	 
	 	 	This severance/change in control policy (the “Policy”) is maintained by The Western Union
Company, a Delaware corporation (“Western Union”), to enable Western Union to offer a form
of income protection to its Eligible Executives in the event their employment with the
Company is involuntarily terminated other than for Cause or, in the event of a Change in
Control, if their employment terminates involuntarily other than for Cause or for Good
Reason during the twenty-four months following the Change in Control.
	 
	 	 	This Policy shall constitute a “welfare plan” within the meaning of Section 3(1) of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and shall be construed
in a manner consistent with such intent.
	 
	2.	 	Effective Date
	 
	 	 	This Policy was originally adopted as of September 29, 2006 (the “Effective Date”). The
Policy is hereby amended and restated effective February 24, 2011.
	 
	3.	 	Definitions
	 
	 	 	Base Salary means the Eligible Executive’s current annualized rate of base cash
compensation as paid on each regularly scheduled payday for the Eligible Executive’s regular
work schedule as of his or her Termination Date, including any before-tax contributions that
are deducted for Company benefit plan purposes. Base Salary shall not include taxable or
nontaxable fringe benefits or awards, vacation, performance awards, bonus, commission or
other incentive pay, or any payments which are not made on each regular payday, regardless
of how such payments may be characterized.
	 
	 	 	Board means the Board of Directors of Western Union.
	 
	 	 	Cause means the willful and continued failure by an Eligible Executive to
substantially perform the duties assigned by the Company (other than a failure resulting
from Disability), the willful engagement by an Eligible Executive in conduct which is
demonstrably injurious to the Company (monetarily or otherwise), any act of dishonesty, the
commission of a felony, the continued failure by an Eligible Executive to meet performance
standards, an Eligible Executive’s excessive absenteeism or a significant violation by an
Eligible Executive of any statutory or common law duty of loyalty to the Company.
	 
	 	 	Change in Control means






	 	(a)	 	the acquisition by any individual, entity or group (a “Person”), including any
“person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, of
beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange
Act, of 35% or more of either (i) the then outstanding shares of common stock of
Western Union (the “Outstanding Common Stock”) or (ii) the combined voting power of the
then outstanding securities of Western Union entitled to vote generally in the election
of directors (the “Outstanding Voting Securities”); excluding, however, the following:
(A) any acquisition directly from Western
Union (excluding any acquisition resulting from the exercise of an exercise,
conversion or exchange privilege unless the security being so exercised, converted or
exchanged was acquired directly from Western Union), (B) any acquisition by Western
Union, (C) any acquisition by an employee benefit plan (or related trust) sponsored
or maintained by Western Union or any




 









 







THE WESTERN UNION COMPANY

SEVERANCE/CHANGE IN CONTROL POLICY

(Executive Committee Level)





	 	 	 	corporation controlled by Western Union or (D) any acquisition by any corporation
pursuant to a transaction which complies with clauses (i), (ii), and (iii) of
subsection (c) of this definition; provided further, that for purposes of clause (B),
if any Person (other than Western Union or any employee benefit plan (or related trust)
sponsored or maintained by Western Union or any corporation controlled by Western
Union) shall become the beneficial owner of 35% or more of the Outstanding Common Stock
or 35% or more of the Outstanding Voting Securities by reason of an acquisition by
Western Union, and such Person shall, after such acquisition by Western Union, become
the beneficial owner of any additional shares of the Outstanding Common Stock or any
additional Outstanding Voting Securities and such beneficial ownership is publicly
announced, such additional beneficial ownership shall constitute a Change in Control;
	 
	 	(b)	 	the cessation of individuals who constitute the Board (the “Incumbent Board”)
as of the date this Policy is adopted by the Committee, to constitute at least a
majority of such Incumbent Board; provided that any individual who becomes a director
of Western Union subsequent to the date this Policy is adopted by the Committee whose
election, or nomination for election by Western Union’s stockholders, was approved by
the vote of at least a majority of the directors then comprising the Incumbent Board
shall be deemed a member of the Incumbent Board; and provided further, that any
individual who was initially elected as a director of Western Union as a result of an
actual or threatened solicitation by a Person other than the Board for the purpose of
opposing a solicitation by any other Person with respect to the election or removal of
directors, or any other actual or threatened solicitation of proxies or consents by or
on behalf of any Person other than the Board shall not be deemed a member of the
Incumbent Board;
	 
	 	(c)	 	the consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of Western Union (a “Corporate
Transaction”); excluding, however, a Corporate Transaction pursuant to which (i) all or
substantially all of the individuals or entities who are the beneficial owners,
respectively, of the Outstanding Common Stock and the Outstanding Voting Securities
immediately prior to such Corporate Transaction will beneficially own, directly or
indirectly, more than 50% of, respectively, the outstanding shares of common stock, and
the combined voting power of the outstanding securities entitled to vote generally in
the election of directors, as the case may be, of the corporation resulting from such
Corporate Transaction (including, without limitation, a corporation which as a result
of such transaction owns Western Union or all or substantially all of Western Union’s
assets either directly or indirectly) in substantially the same proportions relative to
each other as their ownership, immediately prior to such Corporate Transaction, of the
Outstanding Common Stock and the Outstanding Voting Securities, as the case may be,
(ii) no Person (other than Western Union; any employee benefit plan (or related trust)
sponsored or maintained by
Western Union or any corporation controlled by Western Union; the corporation
resulting from such Corporate Transaction; and any Person which beneficially owned,
immediately prior to such Corporate Transaction, directly or indirectly, 35% or more
of the Outstanding Common Stock or the Outstanding Voting Securities, as the case may
be) will beneficially own, directly or indirectly, 35% or more of, respectively, the
outstanding shares of common stock of the corporation resulting from such Corporate
Transaction or the combined voting power of the outstanding securities of such
corporation entitled to vote generally in the election of directors and (iii)
individuals who were members of the Incumbent Board will constitute at least a
majority of the members of the board of directors of the corporation resulting from
such Corporate Transaction; or




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THE WESTERN UNION COMPANY

SEVERANCE/CHANGE IN CONTROL POLICY

(Executive Committee Level)





	 	(d)	 	the consummation of a plan of complete liquidation or dissolution of Western Union.






Committee means the Compensation and Benefits Committee of the Board or its delegate
or successor.




Company means Western Union, including any of its 50% or more owned or controlled
subsidiaries or any successor (whether direct or indirect, by purchase, merger,
consolidation, reorganization or otherwise, including, without limitation, any successor due
to a Change in Control) to substantially all of the business or assets of Western Union,
except that for purposes of Section 16, the definition of Change in Control, and other
provisions where the context so requires, Company means Western Union or any such successor.




Disability means the inability of the Eligible Executive to substantially perform
such Eligible Executive’s duties and responsibilities due to a physical or mental condition
(i) that would entitle such Eligible Executive to benefits under the Company’s long-term
disability plan under which he or she is covered or, if the Committee deems it relevant, any
disability rights provided as a matter of local law or (ii) if such Eligible Executive is
not eligible for long-term disability benefits under any plan sponsored by the Company, that
would, as determined by the Committee, entitle such Eligible Executive to benefits under the
Company’s long-term disability plan if the Eligible Executive were eligible therefor.




Eligible Executive means, effective prior to October 1, 2008, an individual who is
designated by Western Union as an insider for purposes of Section 16 of the Exchange Act and
who is a member of Western Union’s Executive Committee on the earlier of his or her
Termination Date or the date of a Change in Control. Effective October 1, 2008, Eligible
Executive means an individual who is designated by Western Union as an insider for purposes
of Section 16 of the Exchange Act and who is the Chief Executive Officer of Western Union or
is an Executive Vice President of Western Union who reports directly to the Chief Executive
Officer on the earlier of his or her Termination Date or the date of a Change in Control,
provided that individuals who were Eligible Executives as defined under this Policy as of
September 30, 2008 shall remain eligible for this Policy (other than individuals who have
waived their eligibility for this Policy in writing).




Exchange Act means the Securities Exchange Act of 1934, as amended.




Good Reason means any one or more of the following: (i) action by the Company
resulting in a material diminution of the Eligible Executive’s titles or positions with the
Company, (ii) a reduction in the Eligible Executive’s Base Salary or bonus opportunity, or
(iii) action by the Company to require an increase of more than fifty (50) miles in the
Eligible Executive’s commute to the Eligible Executive’s current principal work location
without the executive’s consent. Within 30 days after the Eligible Executive becomes aware
of one or more actions or inactions described in the preceding sentence, the Eligible
Executive shall deliver written notice to the Company of the action(s) or inaction(s) (the
“Good Reason Notice”). The Company shall have 30 days after the Good Reason Notice is
delivered to cure the particular action(s) or inaction(s). If the Company so effects a
cure, the Good Reason Notice will be deemed rescinded and of no further force and effect.




Severance Benefits means the benefits payable to an Eligible Executive pursuant to
this Policy, other than the Change in Control benefits payable pursuant to Sections
7(c)(ii)(b) and 8 hereof.



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THE WESTERN UNION COMPANY

SEVERANCE/CHANGE IN CONTROL POLICY

(Executive Committee Level)





Severance Period means with respect to Western Union’s Chief Executive Officer, the
36 consecutive month period commencing on the executive’s Termination Date, and with respect
to all other Eligible Executives, the 24 consecutive month period commencing on the Eligible
Executive’s Termination Date. Notwithstanding the foregoing, solely for purposes of
determining the period during which cash severance pay under Section 7(a)(i) is payable to
an Eligible Executive hired on or after February 24, 2011 who has been employed by the
Company for less than 24 months as of the Termination Date, Severance Period shall mean the
number of months of severance pay the Eligible Executive is entitled to receive under the
second paragraph of Section 7(a)(i).




Termination Date means the date on which the Eligible Executive’s employment with
the Company terminates for a reason set forth under Section 5.




	4.	 	Eligibility
	 
	 	 	All Eligible Executives hired prior to February 24, 2011 who have been on the Company’s payroll for at least three months are
eligible to receive benefits according to the terms of this Policy. Eligible Executives hired prior to February 24, 2011 are
not eligible for any benefits under this Policy during the first three months of their employment. All Eligible Executives hired on or after February 24, 2011 are eligible to receive benefits according to the terms of this Policy upon the commencement of their
employment.
	 
	5.	 	Eligible Termination Reasons






	 	(a)	 	Prior to the occurrence of a Change in Control, action by the Company to
involuntarily terminate the employment of an Eligible Executive with the Company, but
not including a separation from service on account of death, Disability or for Cause.
	 
	 	(b)	 	After the occurrence of a Change in Control, (i) action by the Company to
involuntarily terminate the employment of an Eligible Executive with the Company, but
not including a separation from service on account of death, Disability or for Cause,
or (ii) voluntary separation from service from the Company by an Eligible Executive for
Good Reason during the twenty-four (24) month period commencing on the date of the
Change in Control.






	 	 	An Eligible Executive shall not be entitled to any benefits under this Policy upon a
separation from service for an eligible termination reason under this Section 5 if the
Eligible Executive becomes employed by any subsidiary or affiliate of Western Union (as
determined under Internal Revenue Code
(“Code”) Section 414(b) or (c), but substituting a 50 percent ownership level for the 80
percent ownership level therein) immediately following his or her termination of employment
from the Company by which the Eligible Executive is employed.
	 
	6.	 	Non-Eligible Termination Reasons
	 
	 	 	A non-eligible termination reason is any reason for an Eligible Executive’s separation from
service by or from the Company that is not an eligible termination reason described in
Section 5.
	 
	7.	 	Severance and Change in Control Benefits. The provisions of this Section 7 are
subject, without limitation, to the provisions of Section 9 hereof.






	 	(a)	 	Post-Termination Payments. If an Eligible Executive’s employment with
the Company is terminated after the Effective Date for any reason set forth in Section
5, the Company shall pay to the Eligible Executive the following amounts in accordance
with Section 10:




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THE WESTERN UNION COMPANY

SEVERANCE/CHANGE IN CONTROL POLICY

(Executive Committee Level)





	 	(i)	 	Severance Pay. An amount equal to 2 multiplied by the
sum of (1) 100% of the Eligible Executive’s Base Salary and (2) the percentage
of the Eligible Executive’s Base Salary established as the target bonus for the
Eligible Executive under the Company’s Senior Executive Annual Incentive Plan
(or the bonus plan then applicable to the Eligible Executive), for the year in
which the Termination Date occurs. If an Eligible Executive’s target bonus for
the year in which the Termination Date occurs has not been established at the
time an amount is payable under this subsection 7(a)(i), then such amount shall
be calculated using the Eligible Executive’s annual target bonus for the
immediately preceding year, or, if no such prior year target bonus exists with
respect to the Eligible Executive, the prior year target bonus established for a
similarly situated Eligible Executive, as determined by the Committee. (The
reference to the Eligible Executive’s target bonus for the year in which the
Termination Date occurs in this subsection 7(a)(i) is solely for purposes of
calculating the Eligible Executive’s severance pay, and shall not give the
Executive any right to be paid an amount for the year in which the Termination
Date occurs under the Company’s Senior Executive Annual Incentive Plan (or the
bonus plan then applicable to the Eligible Executive)).
	 
	 	 	 	Notwithstanding the foregoing, in the case of an Eligible Executive hired
on or after February 24, 2011 who, as of the Termination Date, has been
employed by the Company for less than 24 months, the amount of severance pay
otherwise payable under the foregoing provisions of this subsection shall be
reduced. Such reduced severance pay shall be determined by dividing the
amount calculated under the first sentence of this subsection 7(a)(i) by 24
(or by 36, if the Eligible Executive is Western Union’s Chief Executive
Officer) to determine the Eligible Executive’s monthly severance pay. If the
Eligible Executive has been employed by the Company for 12 months or less as
of the Termination Date, the Eligible Executive shall be eligible to receive
12 months of severance pay. If the Eligible Executive has been employed by
the Company for more than 12 months but less than 24 months as of the
Termination Date, the Eligible Executive shall
be eligible to receive one month of severance pay for each completed month of
employment with the Company.
	 
	 	(ii)	 	Bonus for Year of Termination. Subject to the
Committee’s certification that the applicable performance goals for the year in
which the Termination Date occurs have been achieved, an amount equal to the
lesser of (1) the maximum bonus which could have been paid to the Eligible
Executive under the Company’s Senior Executive Annual Incentive Plan (or the
bonus plan then applicable to the Eligible Executive) for the year in which the
Termination Date occurs based on actual performance for such year and (2) a
prorated amount (equal to the product of (A) the Eligible Executive’s target
bonus for the year in which the Termination Date occurs and (B) the ratio of
the number of days the Eligible Executive was employed by the Company during
such year up to and including the Termination Date to 365) of the Eligible
Executive’s target bonus under the Company’s Senior Executive Annual Incentive
Plan (or the bonus plan then applicable to the Eligible Executive) for the year
in which the Termination Date occurs.




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THE WESTERN UNION COMPANY

SEVERANCE/CHANGE IN CONTROL POLICY

(Executive Committee Level)





	 	(b)	 	Continued Benefits Coverage. If an Eligible Executive’s employment
with the Company terminates after the Effective Date for any reason set forth in
Section 5, the Eligible Executive and his or her eligible dependents shall be given the
opportunity to elect continued group health coverage under the Consolidated Omnibus
Budget Reconciliation Act of 1986, as amended (“COBRA”) with respect to all group
health plans that are subject to COBRA in which the Eligible Executive and his or her
dependents were participating immediately prior to such termination. Provided that the
Eligible Executive (and/or his or her dependents) timely elects such coverage, the
Company shall pay to the Eligible Executive, as an additional Severance Benefit, a lump
sum approximately equal to the difference in cost between COBRA premiums and active
employee premiums for 18 months of COBRA coverage as calculated by the Company in its
discretion as of the Termination Date, which payment shall constitute taxable income to
the Eligible Executive and which shall be paid in a lump sum in accordance with Section
10.
	 
	 	 	 	An Eligible Executive shall not be entitled to receive any perquisites after the
Termination Date. The Eligible Executive’s continued group health coverage under
this subsection shall cease as of the date the Eligible Executive becomes eligible to
receive such benefits under a subsequent employer’s benefit program, to the extent
permitted under COBRA. Eligible Executives receiving Severance Benefits under this
Policy are not eligible to continue contributions to the Company’s qualified
retirement plans or nonqualified deferred compensation program.
	 
	 	(c)	 	Long-Term Incentive Awards






	 	(i)	 	Non-Change in Control.






	 	a.	 	Long-Term Incentive Awards Granted On and After
February 17, 2009. Effective for awards granted on and after
February 17, 2009 under The Western Union Company 2006 Long-Term
Incentive Plan (or a successor plan) (the “LTIP”) to an individual who is
an Eligible Executive on the date the award is granted, if the
Eligible Executive’s employment with the Company is terminated for an
eligible termination reason described in Section 5(a), then the unvested
portion of awards held by the Eligible Executive that are eligible to
become fully vested and exercisable or payable contingent upon the
Eligible Executive’s continued employment and the passage of time (whether
or not the Company or the Eligible Executive have attained any specified
performance goals) (“Time Vested Awards”), other than awards classified by
the Committee at the time of grant as “Career Shares” (if applicable to
the Eligible Executive) and awards that provide for a deferral of
compensation within the meaning of Code Section 409A, shall vest on a
prorated basis effective on the Eligible Executive’s Termination Date.
Such prorated vesting shall be calculated on a grant-by-grant basis by
multiplying the unvested portion of each such award by a fraction, the
numerator of which is the number of days that have elapsed between the
grant date and the Eligible Executive’s Termination Date and the
denominator of which is the number of days between the grant date and the
date the award would have become fully vested had the Eligible Executive
not terminated his or her employment. Solely for awards granted prior to
February 24, 2011which are subject to a graduated vesting schedule, the
foregoing calculation shall be performed as if each vesting tranche of the
award




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THE WESTERN UNION COMPANY

SEVERANCE/CHANGE IN CONTROL POLICY

(Executive Committee Level)





	 	 	 	was a separate grant. Fractions of a share resulting from the
calculations shall be rounded to the nearest whole share. The vested
portion of any nonqualified stock option and stock appreciation right
awards held by an Eligible Executive on his or her Termination Date (and
which were granted while an Eligible Executive), including any portion
that had previously become vested and the prorated portion that vests
effective on the Eligible Executive’s Termination Date in accordance with
this subsection, shall be exercisable until the end of the Eligible
Executive’s Severance Period (or, if earlier, the expiration of the
original term of the award) but not thereafter. Notwithstanding the
foregoing, if, at the time of an Eligible Executive’s termination of
employment, the Eligible Executive has satisfied the applicable age or age
and service requirement for “Retirement” under the LTIP, the
following rules shall apply: (i) all outstanding nonqualified stock
options held by the Eligible Executive which were granted prior to February 24, 2011 shall continue to vest in accordance with the terms of
the applicable award agreement, and to the extent vested,
shall be exercisable in accordance with their terms until the
date which is four years after the Eligible Executive’s
Termination Date (or, if earlier, the expiration of the original term
of the award) but not thereafter, and (ii) all outstanding nonqualified
stock options or stock appreciation rights held by the Eligible Executive
which were granted on or after February 24, 2011 shall vest, to the extent
not already vested, on a prorated basis (calculated in the manner
described above in this subsection for awards granted on or after February 24, 2011) effective on the Eligible Executive’s Termination Date, and all
such vested nonqualified stock options and stock appreciation rights shall
be exercisable in accordance with their terms until the earlier of
(A) the date which is two years after the Eligible Executive’s Termination
Date or the end of the Eligible Executive’s Severance Period (if the
award was granted while an Eligible Executive), whichever is later, or (B)
the expiration of the original term of the award.
	 
	 	 	 	If an Eligible Executive’s employment with the Company is terminated
during a performance period for an eligible termination reason described
in Section 5(a), any cash Performance Grants (as defined in the LTIP)
awarded to the Eligible Executive under the LTIP (if applicable) with
respect to such performance period shall be payable on a prorated basis
based upon actual performance results at the end of the applicable
performance period as determined by the Committee in its sole discretion,
and shall be paid at the time specified in the applicable award (and if
applicable, deferral) agreement. Such prorated payment shall be
calculated on a grant-by-grant basis by multiplying the Performance Grant
award the Eligible Executive would have received had the Eligible
Executive remained employed (based upon actual performance results at the
end of the applicable performance period as determined by the Committee)
by a fraction, the numerator of which shall equal the number of days such
Participant was employed with the Company during the Performance Period
and the denominator of which is the number of days in the performance
period. All other outstanding awards granted to the Eligible Executive
under the LTIP on and after February 17, 2009, and any Time Vested Awards
that provide for a deferral of compensation within the meaning of Code
Section 409A,




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THE WESTERN UNION COMPANY

SEVERANCE/CHANGE IN CONTROL POLICY

(Executive Committee Level)




	 	 	 	shall be payable, if at all, in accordance with the terms of
the LTIP and the applicable award (and, if applicable, deferral)
agreements.






	 	b.	 	Long-Term Incentive Awards Granted Prior to
February 17, 2009. Effective for awards granted prior to February
17, 2009 under the LTIP to an individual who is an Eligible Executive on
the date the award is granted, if the Eligible Executive’s employment
with the Company is terminated for an eligible termination reason
described in Section 5(a), all outstanding nonqualified stock options
held by the Eligible Executive shall (1) if, at the time of an
Eligible Executive’s termination of employment, the Eligible Executive
has satisfied the applicable age or age and service requirement for
“Retirement” under the LTIP, continue to vest in accordance with the
terms of the applicable award agreement, and to the extent
vested, shall be exercisable in accordance with their terms
until the date which is four years after the effective date of
the Eligible Executive’s termination of employment (or, if
earlier, the expiration of the original term of the award) but not
thereafter or (2) in all other cases, continue to vest solely on account
of the passage of time during the Eligible Executive’s Severance Period
and, to the extent vested, shall be exercisable in accordance with their
terms until the end of the Eligible Executive’s Severance Period (or, if
earlier, the expiration of the original term of the award) but not
thereafter. All Stock Awards (as defined in the LTIP) held by an
Eligible Executive (and which were granted while an Eligible Executive)
whose employment with the Company is terminated for an eligible
termination reason described in Section 5(a) shall vest on a prorated
basis effective on the Eligible Executive’s Termination Date. Such
prorated vesting shall be calculated on a grant-by-grant basis by
multiplying the number of unvested shares subject to each Stock Award by
a fraction, the numerator of which is the number of days that have
elapsed between the grant date and the Eligible Executive’s Termination
Date and the denominator of which is the
number of days between the grant date and the date the shares would have
become fully vested had the Eligible Executive not terminated his or her
employment. Fractions of a share resulting from the calculations shall be
rounded to the nearest whole share.






	 	(ii)	 	Change in Control.






	 	a.	 	Long-Term Incentive Awards Granted On and After
February 17, 2009. Effective for awards granted on and after
February 17, 2009 under the LTIP to an individual who is an Eligible
Executive on the date the award is granted, if the Eligible Executive’s
employment with the Company terminates for an eligible termination reason
described in Section 5(b) during the 24-month period commencing on the
effective date of a Change in Control, then Time Vested Awards held by
the Eligible Executive (including but not limited to grants of
nonqualified stock options, stock appreciation rights, restricted stock
awards, and restricted stock unit awards), other than awards that provide
for a deferral of compensation within the meaning of Code Section 409A,
shall become fully vested and exercisable or payable effective on the
Eligible Executive’s Termination Date. In the event this subsection
applies, nonqualified stock options and stock appreciation rights granted






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THE WESTERN UNION COMPANY

SEVERANCE/CHANGE IN CONTROL POLICY

(Executive Committee Level)




	 	 	 	to an Eligible Executive (while an Eligible Executive) shall be
exercisable until the later of (1) the date specified in the applicable
award agreement or (2) the end of the Eligible Executive’s Severance
Period (or, if earlier, the expiration of the original term of the award)
but not thereafter. If an Eligible Executive’s employment with the
Company terminates for an eligible termination reason described in
Section 5(b) after the 24-month period commencing on the effective date
of a Change in Control, then the unvested portion of Time Vested Awards
held by the Eligible Executive (which were granted while an Eligible
Executive), other than awards that provide for a deferral of compensation
within the meaning of Code Section 409A, shall vest on a prorated basis
effective on the Eligible Executive’s Termination Date, and such prorated
vesting shall be calculated in the manner described in Section 7(c)(i)a
above. The vested portion of any nonqualified stock option and stock
appreciation right awards held by such an Eligible Executive on his or
her Termination Date (and which were granted while an Eligible
Executive), including any portion that had previously become vested and
the prorated portion that vests effective on the Eligible Executive’s
Termination Date in accordance with this subsection, shall be exercisable
until the later of (1) the date specified in the applicable award
agreement or (2) the end of the Eligible Executive’s Severance Period
(or, if earlier, the expiration of the original term of the award) but
not thereafter.






	 	 	 	In the event of a Change in Control, any cash Performance Grants awarded
to an Eligible Executive under the LTIP (if applicable) shall be converted
into restricted cash (representing only a contingent, unfunded and
unsecured obligation of the Company) as of the effective date of
the Change in Control, such conversion to be based upon target performance
if less than 50% of the performance period has elapsed as of the effective
date of the Change in Control, or based upon actual performance results as
determined by the Committee in its sole discretion if 50% or
more of the performance period has elapsed as of the effective date of the
Change in Control. If the Eligible Executive’s employment with the
Company terminates for an eligible termination reason described in Section
5(b) during the 24-month period commencing on the effective date of a
Change in Control, then such restricted cash shall be paid to the Eligible
Executive in a lump sum within 30 days following the six month anniversary
of the Eligible Executive’s separation from service (or, if different, on
the date specified in the applicable award and, if applicable, deferral
agreement). In the event of a Change in Control, all other outstanding
awards granted to the Eligible Executive under the LTIP, and any awards
that provide for a deferral of compensation within the meaning of Code
Section 409A, shall be payable, if at all, in accordance with the terms of
the LTIP and the applicable award (and, if applicable, deferral)
agreements.
	 
	 	b.	 	Long-Term Incentive Awards Granted Prior to
February 17, 2009. In the event of a Change in Control, all
outstanding awards granted prior to February 17, 2009 under the LTIP to
an individual who is an Eligible Executive on the date the award is
granted shall become fully vested and exercisable or payable as of the
effective date of the Change in Control. In the event this subsection
applies, if the Eligible Executive’s employment with the Company
terminates for an eligible termination reason described in Section 5(b)
during the 24-month period beginning on the effective date of the Change
in Control, then nonqualified stock options granted to




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THE WESTERN UNION COMPANY

SEVERANCE/CHANGE IN CONTROL POLICY

(Executive Committee Level)




	 	 	 	the Eligible
Executive (while an Eligible Executive) shall remain exercisable until
the later of (1) the date specified in the applicable award agreement or
(2) the end of the Eligible Executive’s Severance Period (or, if earlier,
the expiration of the original term of the award) but not thereafter.






	 	(d)	 	Legal Fees. Effective for Termination Dates occurring on or after the
date of a Change in Control, if after exhausting the administrative remedies provided
for in Section 20 herein, an Eligible Executive commences litigation regarding a bona
fide claim for damages or other relief arising as a result of a claim for benefits
under the Policy, and as a result thereof, whether by judgment or settlement, becomes
entitled to receive benefits in an amount greater than prior to such litigation, the
Company shall reimburse the reasonable legal fees and related expenses that are
incurred by the Eligible Executive in connection with such litigation. Any such
reimbursement shall be paid as soon as practicable following the resolution of the
litigation, and in no event later than March 15 of the calendar year following the
calendar year in which the resolution of such litigation occurs.






	8.	 	Certain Additional Payments






	 	(a)	 	In the event it is determined that any payments or benefits provided by the
Company to or on behalf of an Eligible Executive who first became an Eligible Executive
before April 30, 2009 (whether pursuant to the terms of this Policy or otherwise) (any
such payments or benefits being referred to in this Section as “Payments”), but
determined without taking into account any additional payments required under this
Section, would be subject to the excise tax imposed by Code Section 4999, or any
interest or penalties are incurred by the Eligible Executive with respect to such excise
tax (such excise tax, together with any such interest and penalties, collectively
referred to herein as the “Excise Tax”), then the Eligible Executive shall
be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount so
that after payment by the Eligible Executive of all federal, state and local taxes
(including any interest or penalties imposed with respect to such taxes), including,
without limitation, any federal, state or local income taxes (and any interest and
penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up
Payment, the Eligible Executive retains an amount of the Gross-Up Payment equal to
the Excise Tax imposed upon the Payments. Notwithstanding the foregoing, if it is
determined that the Eligible Executive otherwise would be entitled to a Gross-Up
Payment, but that the Payments to the Eligible Executive do not exceed 110% of the
amount which is one dollar less than the smallest amount that would give rise to any
Excise Tax (the “Reduced Amount”), then no Gross-Up Payment shall be made to the
Eligible Executive and the Payments shall be reduced to the Reduced Amount. In such
event, the reduction will occur in the following order: (i) reduction of cash
payments; (ii) cancellation of accelerated vesting of equity awards; and (iii)
reduction of other employee benefits. If acceleration of vesting of compensation from
an Eligible Executive’s equity awards is to be reduced, such acceleration of vesting
shall be cancelled in the reverse order of the date of grant unless the Eligible
Executive elects in writing a different order for cancellation. Any Gross-Up Payment
made pursuant to this Section 8(a) shall be made to the Eligible Executive no later
than December 31 of the year following the year in which any Excise Tax is remitted
to the taxing authority. No Gross-Up Payment shall be made pursuant to this Section
8(a) to any Eligible Executive who first becomes an Eligible Executive on or after
April 30, 2009, and, in addition, Payments to such an Eligible Executive shall be reduced to the Reduced Amount (in the order described above), if such reduction would provide the Eligible Executive a greater net after-tax amount (after taking into account federal, state, local and social security taxes).  




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THE WESTERN UNION COMPANY

SEVERANCE/CHANGE IN CONTROL POLICY

(Executive Committee Level)





	 	(b)	 	Subject to the provisions of Section 8(c), all determinations required to be made
under this Section, including whether and when a Gross-Up Payment is required and the
amount of such Gross-Up Payment and the assumptions to be used in arriving at such
determination, shall be made by the independent registered public accounting firm
engaged by the Company for general audit purposes as of the day prior to the effective
date of the Change in Control (the “Accounting Firm”). In the event that the Accounting
Firm is serving as accountant or auditor for the individual, entity or group effecting
the Change in Control, the Company shall appoint another nationally recognized
independent registered public accounting firm to make the determinations required
hereunder (which accounting firm shall then be referred to as the Accounting Firm
hereunder). The Accounting Firm shall provide its calculations, together with detailed
supporting documentation, to the Company and the Eligible Executive within fifteen (15)
calendar days after the date on which the Eligible Employee’s right to Payment is
triggered (if requested at that time by the Company or the Eligible Executive) or such
other time as agreed between the Company and the Eligible Executive. All fees and
expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up
Payment, as determined pursuant to this Section 8, shall be paid by the Company to the
Eligible Executive within five business days of the receipt of the Accounting Firm’s
determination. If the Accounting Firm determines that no Excise Tax is payable by the
Eligible Executive, it shall furnish the Eligible Executive with a written opinion that
no Excise Tax will be imposed. Any good faith determination by the Accounting Firm shall
be binding upon the Company and the Eligible Executive. As a result of the uncertainty
in the application of Code Section 4999 at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have
been made by the Company should have been made (“Underpayment”), consistent with the
calculations required to be made hereunder. In the event that the Company exhausts its
remedies pursuant to Section 8(c) and the Eligible Executive thereafter is required to
make a payment of any Excise Tax, the Accounting Firm
shall determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the benefit of the
Eligible Executive. If the related Excise Taxes have been remitted to the taxing
authority by the Eligible Executive, the Company shall reimburse the Eligible
Executive for the Underpayment no later than December 31 of the year following the
year in which the Excise Taxes were remitted to the taxing authority.
	 
	 	(c)	 	The Eligible Executive shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the Company
of the Gross-Up Payment. Such notification shall be given as soon as practicable, but
no later than 10 business days after the Eligible Executive is informed in writing of
such claim, and shall apprise the Company of the nature of such claim and the date on
which such claim is requested to be paid. The Eligible Executive shall not pay such
claim prior to the expiration of the 30-day period following the date on which the
Eligible Executive gives such notice to the Company (or such shorter period ending on
the date that any payment of taxes with respect to such claim is due). If the Company
notifies the Eligible Executive in writing prior to the expiration of such period that
it desires to contest such claim, the Eligible Executive shall:






	 	(i)	 	give the Company any information reasonably requested by the
Company relating to such claim;
	 
	 	(ii)	 	take such action in connection with contesting such claim as the
Company shall reasonably request in writing from time to time, including,
without limitation, accepting





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THE WESTERN UNION COMPANY

SEVERANCE/CHANGE IN CONTROL POLICY

(Executive Committee Level)




	 	 	 	legal representation with respect to such claim by
an attorney reasonably selected by the Company;






	 	(iii)	 	cooperate with the Company in good faith in order effectively to
contest such claim; and
	 
	 	(iv)	 	permit the Company to participate in any proceedings relating to such claim;






provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred by the Eligible
Executive in connection with such contest and shall indemnify and hold the Eligible
Executive harmless, on an after-tax basis, for any Excise Tax or federal, state or
local income tax (including interest and penalties with respect thereto) imposed as a
result of such representation and payment of costs and expenses. Without limitation
on the foregoing provisions of this Section 8(c), the Company shall control all
proceedings taken in connection with such contest and, at its sole option, may pursue
or forgo any and all administrative appeals, proceedings, hearings and conferences
with the taxing authority in respect of such claim and may, at its sole option,
either direct the Eligible Executive to pay the tax claimed and sue for a refund or
contest the claim in any permissible manner, and the Eligible Executive agrees to
prosecute such contest to a determination before any administrative tribunal, in a
court of initial jurisdiction and in one or more appellate courts, as the Company
shall determine; provided further, that if the Company directs the Eligible Executive
to pay such claim and sue for a refund, the Company shall advance the amount of such
payment to the Eligible Executive on an interest-free basis and shall indemnify and
hold the Eligible Executive harmless, on an after-tax basis, from any
Excise Tax or federal, state or local income tax (including interest or penalties
with respect thereto) imposed with respect to such advance or with respect to any
imputed income with respect to such advance; and provided further, that any extension
of the statute of limitations relating to payment of taxes for the taxable year of
the Eligible Executive with respect to which such contested amount is claimed to be
due is limited solely to such contested amount. Furthermore, the Company’s control
of the contest shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder and the Eligible Executive shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue Service
or any other taxing authority. Any payment or cost owed to the Eligible Executive
pursuant to this Section 8(c) shall be made no later than December 31 of the year
following the year in which the related taxes are remitted to the taxing authority
or, if no taxes are paid, the end of the taxable year following the year in which
such contest is finally resolved.




	 	(d)	 	If, after the receipt by the Eligible Executive of an amount advanced by the
Company pursuant to Section 8(c), the Eligible Executive becomes entitled to receive,
and receives, any refund with respect to such claim, the Eligible Executive shall
(subject to the Company’s complying with the requirements of Section 8(c)) promptly pay
to the Company the amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto). If, after the receipt by the Eligible
Executive of an amount advanced by the Company pursuant to Section 8(c), a
determination is made that the Eligible Executive shall not be entitled to any refund
with respect to such claim and the Company does not notify the Eligible Executive in
writing of its intent to contest such denial of refund prior to the expiration of 30
days after such determination, then such advance shall be forgiven and shall not be
required to be repaid and




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THE WESTERN UNION COMPANY

SEVERANCE/CHANGE IN CONTROL POLICY

(Executive Committee Level)




	 	 	 	the amount of such advance shall offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid.






	9.	 	Requirement of Release and Restrictive Covenant
	 
	 	 	The provision of Severance Benefits under this Policy is conditioned upon the Eligible
Executive timely signing an Agreement and Release (in a form satisfactory to the Company)
which will include restrictive covenants and a comprehensive release of all claims. In this
Agreement and Release, the Eligible Executive will be asked to release the Company and its
directors, officers, employees and agents from any and all claims the Eligible Executive may
have against them, including but not limited to any contract, tort, or wage and hour claims,
and any claims under Title VII, the ADEA, the ADA, ERISA, and other federal, state, local or
foreign laws. Under the Agreement and Release, the Eligible Executive must also 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 the same functions or job duties that the Eligible
Executive 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 any other non-solicitation, noncompete,
nondisclosure, or confidentiality agreements the Eligible Executive may have executed while
employed by Company. No Severance Benefits will commence under this Policy prior to the
eighth day following the date on which the Company has received the Eligible Executive’s
fully executed Agreement and Release.
	 
	10.	 	Method of Payment of Severance Benefits Under Sections 7(a) and 7(b)






	 	(a)	 	Severance Benefits payable hereunder to an Eligible Executive pursuant to
Section 7(a)(i) of this Policy on account of a separation from service for an eligible
termination reason under Section 5(a) shall be paid in substantially equal installments
consistent with the Company’s payroll practice during the Eligible Executive’s
Severance Period and shall be paid in full no later than the end of such period. The
bonus for the year in which the Termination Date occurs payable hereunder to an
Eligible Executive pursuant to Section 7(a)(ii) of this Policy on account of a
separation from service for an eligible termination reason under Section 5(a) shall be
paid to the Eligible Executive in a lump sum cash payment at the same time as bonus
payments for such year are paid to other executives under the Company’s Senior
Executive Annual Incentive Plan (or other bonus plan applicable to the Eligible
Executive for such year). The cash payment referenced in Section 7(b) of this Policy
shall be made in a lump sum on or as soon as practicable after the first date on which
the Eligible Executive begins to receive severance payments in accordance with the
first sentence of this Section 10(a), and in no event later than March 15 of the
calendar year following the calendar year in which the Eligible Executive’s separation
from service occurs.
	 
	 	(b)	 	Severance Benefits payable hereunder to an Eligible Executive pursuant to
Sections 7(a) and 7(b) of this Policy on account of a separation from service for an
eligible termination reason under Section 5(b) shall be paid, if the Change in Control
which makes Section 5(b) applicable constitutes a “change in control event” under
Treasury Regulation §1.409A-3(i)(5), in a lump sum within 30 days following the
Eligible Executive’s separation from service, and, if such




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THE WESTERN UNION COMPANY

SEVERANCE/CHANGE IN CONTROL POLICY

(Executive Committee Level)





	 	 	 	Change in Control does not
constitute a “change in control event” under Treasury Regulation §1.409A-3(i)(5), in
the manner set forth in Section 10(a). In determining the amount of the lump sum, Section 7(a)(ii) shall be applied without regard to clause (1) and without regard to the requirement in Section 7(a)(ii) that the Committee certify that the applicable performance goals for the year in which the Termination Date occurs have been achieved.






	 	(c)	 	If an Eligible Executive dies after becoming eligible for Severance Benefits
and executing an Agreement and Release but before full receipt of Severance Benefits,
the remaining Severance Benefits, if any, will be paid to the Eligible Executive’s
estate in one lump sum upon the Eligible Executive’s death. If an Eligible Executive
dies after becoming eligible for Severance Benefits but prior to executing an Agreement
and Release, his or her estate or representative may not execute an Agreement and
Release and no Severance Benefits will be paid under this Policy. All payments will be
net of amounts withheld with respect to taxes, offsets, or other obligations.






	11.	 	Offsets 






	 	(a)	 	Non-duplication of Benefits. The Company may, in its discretion and to
the extent permitted under applicable law, offset against the Eligible Executive’s
Severance Benefits under this Policy any other severance, termination, or similar
benefits payable to the Eligible Executive by the Company, including, but not limited
to any amounts paid under any employment agreement or other individual contractual
arrangement, amounts paid pursuant to federal, state, or local workers’ notification or
office closing requirements, or statutory severance benefits or payments made on
account of notice periods during which the Eligible Executive is released from further
duties as provided pursuant to the law of any country or political subdivision thereof.
	 
	 	(b)	 	Debts and Property. The Company also may, in its discretion and to the
extent permitted under applicable law, offset against the Eligible Executive’s
Severance Benefits under this Policy the value of unreturned property and any
outstanding loan, debt or other amount the Eligible Executive owes to the Company. The
entire amount of any offset taken pursuant to this Section 11(b) shall not exceed
$5,000 in any taxable year, and the offset shall be taken at the same time and in the
same amount as such amount would have been otherwise due from the Eligible Executive.
	 
	 	(c)	 	Overpayment. The Company may recover any overpayment of Severance
Benefits made to an Eligible Executive or an Eligible Executive’s estate under this
Policy or, to the extent permitted by applicable law, offset any other overpayment made
to the Eligible Executive against any Severance Benefits or other amount the Company
owes the Eligible Executive or the Eligible Executive’s estate.






	12.	 	Outplacement
	 
	 	 	In the Committee’s sole and absolute discretion, Eligible Executives who are eligible for
Severance Benefits under the Policy also may be eligible for outplacement services selected
by the Company. Eligibility for and the scope of any outplacement services will be
determined in the sole discretion of the Committee. Under no circumstances shall any
Eligible Executive be eligible to receive a cash payment or any other benefit in lieu of
outplacement services.
	 
	 	 	Any outplacement services provided under this Section 12 must be provided to the Eligible
Employee no later than December 31 of the second calendar year following the calendar year
in which the Termination Date occurs.




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THE WESTERN UNION COMPANY

SEVERANCE/CHANGE IN CONTROL POLICY

(Executive Committee Level)










	13.	 	Re-employment and Other Employment
	 
	 	 	In the event an Eligible Executive is re-employed by the Company prior to the commencement
of or within the Severance Period, the payment of any Severance Benefits payable with
respect to the prior termination immediately will cease and such Severance Benefits shall no
longer be payable under this Policy.
	 
	 	 	Subject to Section 9 of this Policy, if an Eligible Executive obtains employment (other than
with the Company) while receiving Severance Benefits, the Eligible Executive shall continue
to receive any remaining cash Severance Benefits in accordance with the payment schedule
then in effect, but, except as otherwise required under applicable law, he or she will no
longer be eligible to receive continued benefits under Section 7(b) of this Policy as of the
date the Eligible Executive becomes eligible to receive such benefits under a subsequent
employer’s benefit programs.
	 
	14.	 	Funding
	 
	 	 	This Policy is not funded, and payment of benefits hereunder shall be made solely from the
general assets of the Company. An Eligible Executive entitled to benefits hereunder shall
have only the rights of a general creditor of the Company.
	 
	15.	 	Administration

	 
	 	 	This Policy shall be administered by the Committee, which as the Named Fiduciary shall have
the absolute discretion and exclusive right to interpret, construe and administer the Policy
and to make final determinations on all questions arising under the Policy, including but
not limited to questions concerning eligibility for, the amount of and receipt of Policy
benefits. All decisions of the Committee will be conclusive, final and binding upon the
parties. Notwithstanding the foregoing, upon the occurrence of a Change in Control,
determinations of the Committee hereunder shall be subject to de novo judicial review.
	 
	16.	 	Amendment or Termination of the Policy
	 
	 	 	Western Union reserves the right to amend or terminate this Policy at any time in its sole
discretion, provided, however, that during the period commencing upon the earliest of (a)
the signing of a definitive agreement that, if consummated, would result in a Change in
Control, (b) the filing of a tender offer with the Securities and Exchange Commission that,
if accepted, would result in a Change in Control, or (c) the election of a director to the
Board who is not a member of the Incumbent Board (each, a “Triggering Event”) and ending
upon the earlier of (x) the date on which the Committee in its sole discretion determines
that the Triggering Event will not actually result in a Change in Control, or (y) the
36-month anniversary of the Change in Control, the Company shall not amend or terminate this
Policy as it applies to an Eligible Executive without the consent of such affected Eligible
Executive. Notwithstanding the foregoing, this Policy may be amended at any time, without
the consent of any Eligible Executive, as necessary or desirable to comply with the
requirements, or avoid the application, of Code Section 409A.
	 
	17.	 	Limitation on Individually Negotiated Severance Arrangements 




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THE WESTERN UNION COMPANY

SEVERANCE/CHANGE IN CONTROL POLICY

(Executive Committee Level)




	 	 	As of the Effective Date, this Policy is intended to be the sole source of severance and
change in control benefits for Eligible Executives. Absent prior Board approval, no
individual agreement shall be entered into with any Eligible Executive or any person being
considered for promotion or hire as an Eligible Executive which would provide severance or
change in control-type benefits.






	18.	 	Section 409A
	 
	 	 	Notwithstanding any provision of this Policy, the Policy will be construed, administered or
deemed amended as necessary to comply with the requirements of Code Section 409A to avoid
taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. The
Committee, in its sole discretion shall determine the requirements of Code Section 409A
applicable to the Policy and shall interpret the terms of the Policy consistently therewith.
Under no circumstances, however, shall the Company or any affiliate or any of its or their
employees, officers, directors, service providers or agents have any liability to any person
for any taxes, penalties or interest due on amounts paid or payable under the Policy,
including any taxes, penalties or interest imposed under Code Section 409A. The payments to
Eligible Executives pursuant to this Policy are also intended to be exempt from Code Section
409A to the maximum extent possible, first, to the extent such payments are scheduled to be
paid and are in fact paid during the short-term deferral period, as short-term deferrals
pursuant to Treasury regulation §1.409A-1(b)(4), and then under the separation pay exemption
pursuant to Treasury regulation §1.409A-1(b)(9)(iii), and for this purpose each payment
shall be considered a separate payment such that the determination of whether a payment
qualifies as a short-term deferral
shall be made without regard to whether other payments so qualify and the determination of
whether a payment qualifies under the separation pay exemption shall be made without regard
to any payments which qualify as short-term deferrals. To the extent any amounts under this
Policy are payable by reference to an Eligible Executive’s “termination of employment,” such
term shall be deemed to refer to the Eligible Executive’s “separation from service,” within
the meaning of Code Section 409A. Notwithstanding any other provision in this Policy, if an
Eligible Executive is a “specified employee,” as defined in Section 409A of the Code, as of
the date of the Eligible Executive’s separation from service, then to the extent any amount
payable under this Policy (i) constitutes the payment of nonqualified deferred compensation,
within the meaning of Code Section 409A, (ii) is payable upon the Eligible Executive’s
separation from service and (iii) under the terms of this Policy would be payable prior to
the six-month anniversary of the Eligible 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 the Eligible Executive’s death.
	 
	19.	 	Miscellaneous
	 
	 	 	No Eligible Executive shall vest in any entitlement to or eligibility for benefits under
this Policy until he or she has satisfied all requirements for eligibility and the
conditions required to receive the benefits specified in this Policy have been satisfied.
No interest shall accrue on any benefit to which an Eligible Executive may be entitled under
this Policy. No benefits hereunder, whether or not in pay status, shall be subject to any
pledge or assignment, and no creditor may attach or garnish any Eligible Executive’s Policy
benefits. This Policy does not create any contract of employment or right to employment for
any period of time. Employment with the Company is at-will, and may be terminated by either
the Company or the Eligible Executive at any time for any reason.
	 
	20.	 	Review Procedure





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THE WESTERN UNION COMPANY

SEVERANCE/CHANGE IN CONTROL POLICY

(Executive Committee Level)




	 	 	Executives eligible to receive benefits under this Policy will be notified of such
eligibility as soon as administratively practicable after the event occurs which gives rise
to the provision of Policy benefits. If an executive who believes he or she is eligible to
receive Policy benefits does not receive such notice or disagrees with the amount of
benefits set forth in such notice, or if an executive is informed that he or she is not
eligible for benefits under this Policy, the executive (or his or her legal representative)
may file a written claim for benefits with the Company’s senior human resources executive or
such other officer or body designated by the Committee for this purpose. The written claim
must include the facts supporting the claim, the amount claimed, and the executive’s name
and mailing address.
	 
	 	 	If the claim is denied in part or in full, the Company’s senior human resources executive
(or other designated officer or body) will notify the executive by mail no later than 90
days after receipt of the written claim. If special circumstances require an extension of
time for processing the claim, the executive will be notified in writing before the end of
the initial 90-day period. If the claim is denied, the notice of denial will state the
specific reasons for the denial, the provisions of the Policy on which the denial is based,
a description of any additional information or material required by the Committee to
consider the claim (if applicable), as well as an explanation as to why such information or
material is necessary, an explanation of the Policy’s review procedures and the time limits
applicable to such procedures, as well as a statement of the executive’s right to bring a
civil action under ERISA Section 502(a) in the event of an adverse determination upon
review.
	 
	 	 	An executive (or his or her legal representative) may appeal a denial by filing a written
appeal with the Committee. The written appeal must be received no later than 60 days after
the executive or legal representative received the notice of denial. During the same 60-day
period, the executive or legal representative may have reasonable access to relevant
documents, records, or other information and may submit written comments and supporting
documents, records and other materials to the Committee. A document, record, or other
information shall be considered relevant to the claim if such document, record, or other
information (i) was relied upon in making the benefit determination, (ii) was submitted,
considered, or generated in the course of making the benefit determination, without regard
to whether such document, record, or other information was relied upon in making the benefit
determination, or (iii) demonstrates compliance with the administrative processes and
safeguards designed to ensure and verify that benefit claim determinations are made in
accordance with the Policy and that, where appropriate, the Policy provisions have been
applied consistently with respect to similarly situated executives or designated
beneficiaries.
	 
	 	 	The Committee will review the appeal and notify the executive or legal representative by
mail of its final decision within 60 days. If special circumstances require and extension of
time for processing the claim, the executive will be notified in writing before the end of
the initial 60-day period. If the claim is denied, the notice of denial will state the
reason for the denial, references to the specific Sections of the Policy on which the denial
is based, a statement that the executive may receive, upon request and free of charge,
copies of all documents and information relevant to the appeal, a description of the
Policy’s claims and appeals procedures, and a statement of the executive’s right to bring an
action under Section 502 of ERISA.





Rights Under the Employee Retirement Income Security Act (ERISA)





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THE WESTERN UNION COMPANY

SEVERANCE/CHANGE IN CONTROL POLICY

(Executive Committee Level)






As a participant in the Policy, an Eligible Executive is entitled to certain rights and
protections under ERISA which provides that all Policy participants shall be entitled to:




Receive Information About The Policy And Benefits




The executive may examine, without charge, at the Policy administrator’s office and at other
specified locations such as worksites, all documents governing the policy and a copy of the
latest annual report (Form 5500 Series) filed with the U.S. Department of Labor and
available at the Public Disclosure Room of the Employee Benefits Security Administration.




The executive may obtain, upon written request to the Policy administrator, copies of
documents governing the operation of the Policy including copies of the latest annual report
(Form 5500 Series). The Policy administrator may make a reasonable charge for the copies.




The executive may receive a summary of the Policy’s annual financial report. The Policy
administrator is required by law to furnish each participant with a copy of this summary
annual report.




Prudent Actions by Policy Fiduciaries 




In addition to creating rights for Policy participants, ERISA imposes duties upon the people
who are responsible for the operation of the Policy. The people who operate the Policy,
called “fiduciaries” of the Policy, have a duty to do so prudently and in the interest of
the Policy participants and beneficiaries. No one, including an executive’s employer or any
other person, may fire an executive or otherwise discriminate against an executive in any
way to prevent such executive from obtaining a welfare benefit or exercising his or her
rights under ERISA.




Enforcement of Rights




If an executive’s claim for benefits is denied or ignored, in whole or in part, the
executive has a right to know why this was done, to obtain copies of documents relating to
the decision without charge, and to appeal any denial, all within certain time schedules.




Under ERISA, there are steps that can be taken to enforce the above rights. For example, if
an executive requests a copy of Policy documents or the latest annual report from the Policy
and does not receive them within 30 days, the executive may file suit in a Federal court.
In such a case, the court may require the Policy administrator to provide the materials, and
pay the executive up to $110 a day until the executive receives the materials, unless the
materials were not sent because of reasons beyond the control of the Policy administrator.
If an executive has a claim for benefits which is denied or ignored, in whole or in part, he
or she may file suit in a state or Federal Court. If it should happen that the fiduciaries
misuse Policy money, or if an executive is discriminated against for asserting his or her
rights, the executive may seek assistance from the U.S. Department of Labor, or may file a
suit in a Federal court. The court will decide who should pay court costs and legal fees.
If the executive is successful the court may order the person the executive has sued to pay
these costs and fees. If the executive loses, the court may order the executive to pay
these costs and fees, for example, if it finds the executive’s claim is frivolous.




Assistance With Questions



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THE WESTERN UNION COMPANY

SEVERANCE/CHANGE IN CONTROL POLICY

(Executive Committee Level)




An executive who has questions about the Policy should contact the Policy administrator. If
an executive has any questions about this statement or about his or her rights under ERISA,
or if the executive needs assistance in obtaining documents from the Policy administrator,
he or she should contact the nearest office of the Employee Benefits Security
Administration, U.S. Department of Labor, listed in a telephone directory or the Division of
Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S.
Department of Labor, 200 Constitution Avenue, NW, Washington, D.C. 20210. The executive may
also obtain certain publications about his or her rights and responsibilities under ERISA by
calling the publication’s hotline of the Employee Benefits Security Administration.




ADDITIONAL INFORMATION




The details on the following chart are provided for the Eligible Executive’s information and
possible use.



	 	 	 	 	 	 	 
	 	 	Name of Policy	 	Type of Policy	 	Policy Year:
	 	 
	 

	 	The Western Union Company Severance/	 	 	 	 
	 

	 	Change in Control Policy
	 	Welfare
	 	1/1 — 12/31
	 

	 	(Executive Committee Level)	 	 	 	 





Type of Policy Administration



Self-Administered



Policy Sponsor



The Western Union Company

12500 E. Belford Avenue

Englewood, CO 80112



Policy Administrator



Compensation and Benefits Committee of the Board of Directors

c/o The Western Union Company

Office of the General Counsel

12500 E. Belford Avenue

Englewood, CO 80112



Agent for Service of Legal Process



The Western Union Company

Office of the General Counsel

12500 E. Belford Avenue

Englewood, CO 80112



In addition, service of legal process may be made upon the Policy administrator.




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THE WESTERN UNION COMPANY

SEVERANCE/CHANGE IN CONTROL POLICY

(Executive Committee Level)




Identification Number (Policy Sponsor)



20-4531180



Identification Number (Policy)



506





THIS DESCRIPTION OF THE WESTERN UNION COMPANY SEVERANCE/CHANGE IN CONTROL POLICY FOR EXECUTIVE
COMMITTEE-LEVEL PARTICIPANTS SERVES AS THE OFFICIAL POLICY DOCUMENT AND AS THE LEGAL
SUMMARY PLAN DESCRIPTION.




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