exv10w29






Exhibit 10.29




THE WESTERN UNION COMPANY 2006 LONG-TERM INCENTIVE PLAN

NONQUALIFIED STOCK OPTION GRANT — TERMS AND CONDITIONS

SECTION 16 OFFICERS (U.S.)





	1.	 	These Terms and Conditions form part of your Stock Option Agreement (the “Agreement”)
pursuant to which you have been granted a Nonqualified Stock Option (“Stock Option”) under The
Western Union Company 2006 Long-Term Incentive Plan (the “Plan”). A copy of the Plan is
enclosed for your convenience. The terms of the Plan are hereby incorporated in this
Agreement by reference and made a part hereof. Any capitalized terms used in this Agreement
that are not defined herein shall have the meaning set forth in the Plan.
	 
	2.	 	The number of common shares of The Western Union Company (the “Company”) subject to the Stock
Option, the grant date of the Stock Option and the option exercise price are all specified in
the attached Award Notice (which forms part of the Agreement).
	 
	3.	 	Subject to the other provisions of this Agreement and the terms of the Plan, you will “vest”
in, or have the right to exercise, this Stock Option as follows:






	 	(a)	 	On or after the first anniversary and until the tenth anniversary of the grant
date, you may exercise this Stock Option for up to one-fourth (25%) of the total number
of shares covered hereby;
	 
	 	(b)	 	On or after the second anniversary and until the tenth anniversary of the grant
date, you may exercise this Stock Option for up to one-half (50%) of
the total number of shares covered hereby;
	 
	 	(c)	 	On or after the third anniversary and until the tenth anniversary of the grant
date, you may exercise this Stock Option for up to three-fourths (75%) of the total
number of shares covered hereby;
	 
	 	(d)	 	On or after the fourth anniversary and until the tenth anniversary of the grant
date, you may exercise this Stock Option with respect to the total number of shares
covered hereby;
	 
	 	(e)	 	No part of this Stock Option may be exercised after the tenth anniversary of the
grant date listed in the attached Award Notice.






	4.	 	This Stock Option may not be exercised, in whole or in part, unless the following conditions
are met:






	 	(a)	 	You have accepted 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. 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.
	 
	 	(b)	 	Legal counsel for the Company must be satisfied at the time of exercise that the
issuance of shares upon exercise will comply with applicable U.S. federal, state, local
and foreign laws.
	 
	 	(c)	 	You pay the exercise price as follows: (i) by giving notice to the Company or its
designee of the number of whole shares of Common Stock to be purchased and by making
payment therefor in full (or arranging for such payment to the Company’s satisfaction)
either (A) in cash, (B) by delivery (either actual delivery or by attestation procedures
established by the
Company) of Mature Shares having an aggregate Fair Market Value, determined as of the





Section 16 Officers (U.S.) 









 





	 	 	 	date of exercise, equal to the aggregate purchase price payable by reason of such
exercise, (C) except as may be prohibited by applicable law, in cash by a
broker-dealer acceptable to the Company and to whom you have submitted an irrevocable
notice of exercise (i.e., also known as “cashless exercise”) or (D) by a combination
of (A) and (B) and (ii) by executing such documents as the Company may reasonably
request.
	 
	 	(d)	 	You must, at all times during the period beginning with the grant date of this
Stock Option and ending on the date of such exercise, have been employed by the Company,
a Subsidiary or an Affiliate or have been engaged in a period of Related Employment,
with certain exceptions noted below. Service on the Board after receipt of a Stock
Option shall not be considered a termination of employment.
	 
	 	(e)	 	You have executed and returned to the Company or accepted electronically an
updated restrictive covenant agreement (and exhibits) if requested by the Company which
may contain certain noncompete, nonsolicitation and/or nondisclosure provisions. While
a court may sever any provision in the restrictive covenant agreement, you agree by
executing or electronically accepting the restrictive covenant agreement that you will
forfeit this Stock Option, whether vested or not, if you do not abide by the restrictive
covenant agreement as written.
	 
	 	(f)	 	You pay all applicable taxes, withholding obligations, securities fees, or other
costs, charges, or fees associated with the exercise. You may elect to satisfy your
obligation to pay all applicable taxes, withholding obligations, securities fees, or
other costs, charges, or fees by any of the following means: (A) a cash payment to the
Company, (B) 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, (C) authorizing the Company to withhold whole shares of Common Stock which
would otherwise be delivered having an aggregate Fair Market Value, determined as of the
Tax Date, or withhold an amount of cash which would otherwise be payable to you, equal
to the amount necessary to satisfy any such obligations, (D) except as may be prohibited
by applicable law, a cash payment by a broker-dealer acceptable to the Company to whom
you have submitted an irrevocable notice of exercise, or (E) any combination of (A) and
(B). 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. You (or any beneficiary or person entitled to act on your behalf)
shall provide the Company with any forms, documents or other information reasonably
required by the Company.






	5.	 	Absent a period of Related Employment or service on the Board subsequent to the grant date,
if you terminate employment or cease providing services to the Company, a Subsidiary or an
Affiliate while holding this Stock Option, your right to exercise the Stock Option and the
time during which you may exercise the Stock Option depends on the reason for your
termination.






	 	(a)	 	Disability. If your employment with or service to the Company, a
Subsidiary or an Affiliate terminates by reason of Disability, this Stock Option shall
become fully vested and exercisable and may thereafter be exercised by you (or your
legal representative or similar person) until the date which is one year after the
effective date of your termination of employment or service, or if earlier, the
expiration date of the term of this Stock Option.
	 
	 	(b)	 	Retirement. If your employment with or service to the Company, a
Subsidiary or an Affiliate terminates by reason of Retirement, this Stock Option, to the
extent not already vested, shall




Section 16 Officers (U.S.) 









 






	 	 	 	vest on a prorated basis on the effective date of your
termination of employment or service. Such prorated vesting shall be calculated by
multiplying the number of shares covered by the unvested portion of this Stock Option by
a fraction, the numerator of which is the number of days that have elapsed between the
grant date and the effective date of your termination of employment or service and the
denominator of which is the number of days between the grant date and the fourth
anniversary of the grant date. The unvested portion of this Stock Option that does not
become vested under such calculation shall be forfeited effective on your termination
date and shall be canceled by the Company. The vested portion of this Stock Option,
including any portion that had previously become vested and the prorated portion that
vests effective on your termination date in accordance with the above calculation may be
exercised by you (or your legal representative or similar person) until the date which
is two years after the effective date of your termination of employment or service, or
if earlier, the expiration date of the term of this Stock Option.
	 
	 	(c)	 	Death. If your employment with or service to the Company, a Subsidiary or
an Affiliate terminates by reason of death, this Stock Option shall become fully vested
and exercisable and may thereafter be exercised by your executor, administrator, legal
representative, beneficiary or similar person until the date which is one year after the
date of death, or if earlier, the expiration date of the term of this Stock Option.
	 
	 	(d)	 	Involuntary Termination Without Cause. Except to the extent paragraph 7
applies, if your employment with or service to the Company, a Subsidiary or an Affiliate
is terminated involuntarily and without Cause and you are an eligible participant in the
Severance/Change in Control Policy applicable to members of the Company’s Executive
Committee, subject to the terms of such policy, the unvested portion of this Stock
Option shall vest on a prorated basis effective on your termination date. Such prorated
vesting shall be calculated by multiplying the number of shares covered by the unvested
portion of this Stock Option by a fraction, the numerator of which is the number of days
that have elapsed between the grant date and the effective date of your termination of
employment or service and the denominator of which is the number of days between the
grant date and the fourth anniversary of the grant date. The unvested portion of this
Stock Option that does not become vested under such calculation shall be forfeited
effective on your termination date and shall be canceled by the Company. The vested
portion of this Stock Option, including any portion that had previously become vested
and the prorated portion that vests effective on your termination date in accordance
with the above calculation, may be exercised by you (or your legal representative or
similar person) until the end of your severance period under such Policy or, if earlier,
the expiration date of the term of this Stock Option. If your employment with or
service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and
without Cause and you are not an eligible participant in the Severance/Change in Control
Policy applicable to members of the Company’s Executive Committee on the date of such
termination, this Stock Option shall cease to vest, and to the extent already vested,
may thereafter be exercised by you (or your legal representative or similar person)
until the date which is three months after such involuntary termination, or if earlier,
the expiration date of the term of this Stock Option. Notwithstanding the foregoing,
if, at the time of your termination of employment, you have satisfied the applicable age
or age and service requirement for “Retirement” under the Plan, the provisions of
paragraph 5(b) above, rather than this paragraph 5(d), shall be applicable to this Stock
Option.
	 
	 	(e)	 	Termination for Cause. If your employment with or service to the Company,
a Subsidiary or an Affiliate is terminated for Cause, this Stock Option shall cease to
vest, and to the extent




Section 16 Officers (U.S.) 









 






	 	 	 	already vested, may thereafter be exercised by you (or your
legal representative or similar person) until the close of the New York Stock Exchange
(if open) on the date of your termination of employment or service. If the New York
Stock Exchange is closed at the time of your termination of employment, this Stock
Option shall be forfeited at the time your employment is terminated and shall be
canceled by the Company.
	 
	 	(f)	 	Other Termination. If your employment with or service to the Company, a
Subsidiary or an Affiliate terminates for any reason other than Disability, Retirement,
death, involuntary termination without Cause or termination for Cause, this Stock Option
shall cease to vest, and to the extent already vested, may thereafter be exercised by
you (or your legal representative or similar person) until the close of the New York
Stock Exchange (if open) on the date which is the thirtieth (30th) day
following your termination of employment or service, or if earlier, the expiration date
of the term of this Stock Option. If the New York Stock Exchange is closed on the
thirtieth (30th) day following your termination of employment or service,
then your unexpired Stock Option may be exercised until the close of the New York Stock
Exchange on the next following day on which the New York Stock Exchange is open, after
which time this Stock Option shall be forfeited and canceled by the Company.
	 
	 	(g)	 	Death Following Termination of Employment or Service. If you die during
the applicable Post-Termination Exercise Period, this Stock Option will be exercisable
only to the extent that the Stock Option is exercisable on the date of your death and
may thereafter be exercised by your executor, administrator, legal representative,
beneficiary or similar person until the date which is one year after the date of your
death, or if earlier, the expiration date of the term of this Stock Option.






	6.	 	So long as you continue to be a member of the Executive Committee of the Company, you may
transfer this Stock Option to a Family Member or Family Entity without consideration;
provided, however, in the case of a transfer of this Stock Option to a limited liability
company or a partnership which is a Family Entity, such transfer may be for consideration
consisting solely of an entity interest in the limited liability company or partnership to
which the transfer is made. Any transfer of this Stock Option shall be in a form acceptable
to the Committee, shall be signed by you and shall be effective only upon written
acknowledgement by the Committee of its receipt and acceptance of such notice. If this Stock
Option is transferred to a Family Member or Family Entity, the Stock Option may not thereafter
be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of by such Family
Member or Family Entity except by will or the laws of descent and distribution. The Committee
has delegated its responsibilities under this paragraph 6 to the Company’s General Counsel.
	 
	7.	 	If you are an eligible participant 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 your
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 of the Change in
Control, then this Stock Option shall immediately become fully vested and exercisable
effective on the date of your termination and may thereafter be exercised by you (or your
legal representative or similar person) until the end of your severance period under such
policy or, if earlier, the expiration date of the term of this Stock Option.
	 
	8.	 	The Board or Committee may amend or terminate the Plan and the Committee may amend (or its
delegate may amend) these Terms and Conditions. No amendment may impair your rights as an
option holder without your consent. The determination of such impairment shall be made by the
Committee in its sole discretion.




Section 16 Officers (U.S.) 









 






	9.	 	The Committee (or its delegate) administers the Plan and has discretion to interpret the Plan
and this Agreement. Any decision or interpretation rendered by the Committee or its delegate
shall be final, conclusive and binding on you and all persons claiming under or through you.
By accepting this grant or other benefit under the Plan, you and each person claiming under or
through you shall be conclusively deemed to have indicated acceptance and ratification of, and
consent to, any action taken under the Plan by the Committee or its delegate.
	 
	10.	 	The validity, construction, interpretation, administration and effect of the Plan and this
Agreement shall be governed by the substantive laws, but not the choice of law rules, of the
State of Delaware.
	 
	11.	 	You acknowledge that you have read the Company’s Clawback Policy. In consideration of the
grant of this Stock Option, you agree 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 you resulted from any financial result or performance metric that was impacted by your
misconduct or fraud and that compensation should be recovered from you (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 this Stock Option (the
“Clawbacked Portion”) and, in such case, you shall cease to be entitled to exercise the
Clawbacked Portion of this Stock Option and the Clawbacked Portion of this Stock Option shall
automatically and without further action of the Company be cancelled, (b) requiring you to
deliver to the Company shares of Common Stock acquired upon the exercise of this Stock Option
(to the extent held by you), (c) requiring you to repay to the Company any profit resulting
from the sale of shares of Common Stock acquired upon the exercise of this Stock Option 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 your
misconduct or fraud. Any determination by the Board with respect to the foregoing shall be
final, conclusive and binding upon you and all persons claiming through you.





	 	 	 	 	 	 	 	 	 	 	 
	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 (U.S.)