THE WESTERN UNION COMPANY Incentive Award Acceptance Agreement
| 2010 Incentive Awards | Exhibit 10.34 |
Pursuant to The Western Union Company Senior Executive Annual Incentive Plan (the “Plan”),
(“the Participant”) has been identified as eligible to participate in the Plan for
the Performance Period set forth below and has been determined to be eligible to receive the
Incentive Award described below. Certain terms and conditions of the Incentive Award are set forth
immediately below in this Incentive Award Acceptance Agreement. Other terms and conditions are set
forth in the Incentive Award Agreement which is appended to this Incentive Award Acceptance
Agreement. The Incentive Award Acceptance Agreement and the Incentive Award Agreement are together
the “Agreement” which is made and entered into between The Western Union Company, a Delaware
corporation (“the Company”), and the Participant as of the beginning of the Performance Period set
forth below. Capitalized terms not otherwise defined in this Incentive Award Acceptance Agreement
are defined in the Plan or the Incentive Award Agreement.
Maximum Award:
|
___% of the Incentive Pool | |
Target Award:
|
[ ] | |
Performance Period:
|
January 1, 2010 – December 31, 2010 | |
Incentive Pool:
|
3.0% of Operating Income for fiscal year 2010 | |
Vesting Date:
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December 31, 2010 |
The Participant acknowledges receipt of copies of the Incentive Award Agreement, The Western
Union Company Severance/Change in Control Policy (Executive Committee Level) (the “Severance/Change
in Control Policy”), The Western Union Company Clawback Policy (the “Clawback Policy”) and the Plan
(which are incorporated by reference and made a part hereof) and this Incentive Award Acceptance
Agreement and agrees to abide by all of the terms and conditions of the Incentive Award Agreement,
the Severance/Change in Control Policy, the Clawback Policy and the Plan.
In witness whereof, the parties have executed the Agreement as of ___, 2010.
| THE WESTERN UNION COMPANY, | ||||||||
| a Delaware corporation | ||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
Agreed and Accepted:
| 2010 Incentive Awards |
Pursuant to the provisions of The Western Union Company Senior Executive Annual Incentive Plan
(the “Plan”), (the “Participant”), has been identified as eligible
to participate in the Plan for the Performance Period set forth in the Incentive Award Acceptance
Agreement and has been determined to be eligible to receive an Incentive Award (the “Award”), upon
and subject to the restrictions, terms and conditions set forth in the Incentive Award Acceptance
Agreement, the Plan and below. Capitalized terms not defined herein shall have the meanings
specified in the Plan.
1. Award Subject to Acceptance of Agreement. The Award shall be null and void unless
the Participant shall accept this Agreement by executing the Incentive Award Acceptance Agreement
and returning it to the Company at such time as shall be satisfactory to the Company.
2. Service Vesting Requirement. Except as otherwise determined by the Committee, if
the Participant’s employment in his current position with the Company terminates for any reason
prior to the date set forth in the Incentive Award Acceptance Agreement (the “Vesting Date”), the
Participant shall not be entitled to receive the Incentive Award.
3. Committee Discretion. Notwithstanding anything herein to the contrary, in all
cases, the Committee shall have the sole and absolute discretion, taking into account such factors
as the Committee deems appropriate, to determine the amount of the Award payable to the Participant
(not to exceed the maximum award set forth in the Incentive Award Acceptance Agreement) or to
decide that no payment shall be made.
4. Payment. If the Committee certifies that the applicable Performance Measures have
been achieved and has determined the amount and approved the payment of the Award to the
Participant, the Participant shall receive, during the period beginning on January 1 and ending on
March 15 (March 31, in the case of a Participant who is not a United States taxpayer) of the
calendar year immediately following the year in which the Vesting Date occurs, a lump sum cash
payment from the Company in an amount equal to the Award determined by the Committee, subject to
the deduction of taxes and other amounts pursuant to the Plan, unless the Participant is eligible
to and elects to defer a permissible portion of the Award into The Western Union Company
Supplemental Incentive Savings Plan (“SISP”) by an election made no later than 6 months prior to
end of the performance period. All payments under this Agreement are intended to be exempt from
Section 409A of the Code as “short-term deferrals,” within the meaning of Treasury regulations
promulgated under Section 409A of the Code.
5. Withholding. All payments under this Agreement are subject to withholding of any
federal, state, local or other income, social insurance, payroll or other tax-related items which
may be required to be withheld or paid in connection with such award.
6. Award Confers No Rights to Continued Employment. In no event shall the
Participant’s eligibility for the Award or its acceptance by the Participant give or be deemed to
give the Participant any right to continued employment by the Company, or any Subsidiary or
Affiliate of the Company.
7. Nontransferability of Award. The Award and any rights thereunder shall not be
sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by
operation of law or otherwise) or be subject to execution, attachment or similar process.
8. Agreement Subject to the Plan. This Agreement is subject to the provisions of the
Plan, the Severance/Change in Control Policy and the Clawback Policy and shall be interpreted in
accordance therewith. The Participant hereby acknowledges receipt of a copy of the Plan, the
Severance/Change in Control Policy and the Clawback Policy.
9. Meaning of Certain Terms. As used herein, employment by the Company shall include
employment by a Subsidiary or an Affiliate of the Company.
10. Administration. The authority to administer and interpret this Agreement shall be
vested in the Committee, and the Committee shall have all the powers with respect to this Agreement
as it has with respect to the Plan. Any interpretation, determination or other action made or
taken by the Committee regarding the Plan or this Agreement shall be final, binding and conclusive.
11. Amendment and Termination. The Committee may at any time amend or terminate the
Plan. The Committee may, in its sole discretion, reduce or eliminate the Award at any time and for
any reason.
12. Special 409A Provisions. Notwithstanding any other provision of this Agreement to
the contrary, if any payment hereunder is subject to section 409A of the Code and if such payment
is to be paid on account of the Participant’s separation from service (within the meaning of
section 409A of the Code), if the Participant is a specified employee (within the meaning of
section 409A(a)(2)(B) of the Code), and if any such payment otherwise is required to be made prior
to the first day of the seventh month following the Participant’s separation from service, such
payment shall be delayed until the first day of the seventh month following the Participant’s
separation from service. To the extent that any payments or benefits under this Agreement are
subject to section 409A of the Code and are paid or provided on account of the Participant’s
termination of employment, the determination as to whether the Participant has had a termination of
employment (or separation from service) shall be made in accordance with section 409A and the
guidance issued thereunder.
13. Governing Law. This Agreement, the Award and all determinations made and actions
taken pursuant hereto and thereto, to the extent not otherwise governed by the laws of the United
States, shall be governed by the laws of the State of Delaware and construed in accordance
therewith without giving effect to the conflicts of laws principles.
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14. Statute of Limitations. Any action, claim or lawsuit relating to this Agreement
must be filed no more than 6 months after the date of the event that is the subject of the action,
claim or lawsuit. The Participant voluntarily waives any statute of limitations to the contrary.
15. Clawback Policy. 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 the Participant resulted from any financial result or performance
metric that was impacted by the Participant’s misconduct or fraud and that compensation should be
recovered from the Participant (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 Award (the “Clawbacked Portion”) and, in such case, the Participant shall not
be entitled to receive the Clawbacked Portion of the Award and the Clawbacked Portion of the Award
shall automatically and without further action of the Company be cancelled, (b) requiring the
Participant to repay to the Company any portion of the Clawbacked Portion of the Award the
Participant has already received or (c) any combination of the remedies set forth in clauses (a) or
(b). The foregoing remedies are in addition to and separate from any other relief available to
the Company due to the Participant’s misconduct or fraud. Any determination by the Board with
respect to the foregoing shall be final, conclusive and binding upon the Participant and all
persons claiming through the Participant.
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