Exhibit 10.35
THE WESTERN UNION COMPANY
2024 LONG-TERM INCENTIVE PLAN
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
TERMS AND CONDITIONS
In accordance with the terms of The Western Union Company 2024 Long-Term Incentive Plan (the "Plan"), pursuant to action of the Compensation and Benefits Committee of the Board of Directors of The Western Union Company (the “Company”), the Company hereby grants to you (the "Employee"), subject to the terms and conditions set forth in this Performance-Based Restricted Stock Unit Award Agreement (including Annexes A, B, C and D hereto and all documents incorporated herein by reference) (the “Agreement”), an award of Performance-Based Restricted Stock Units (the “Units"), as set forth below. Each Unit corresponds to one share of Common Stock (“Share”). Prior to the issuance and transfer of Shares following vesting, the Units will represent only an unfunded and unsecured obligation of the Company. Until the settlement of the Units in Shares, you have only the rights of a general unsecured creditor of the Company and not as a stockholder with respect to the Shares underlying your Units.
Target Number of [ ]
Units Granted:
Grant Date: [ ]
Vesting Commencement
Date: [ ]
Restriction Period: Except as otherwise provided in the Plan, the Agreement or any severance policy applicable to Employee or any other agreement between the Company or any of its Subsidiaries or Affiliates (collectively, “Western Union”) and Employee, the Units shall vest [ ] (the “Vesting Date”), subject to the Committee’s determination of the number of Units that shall vest in accordance with Annex D, and if, and only if, Employee is, and has been, continuously (except for any absence for vacation, leave, etc. in accordance with Western Union’s policies): (A) employed by Western Union, (B) serving as a Non-Employee Director or (C) providing services to Western Union as an advisor or consultant, in each case, from the date of this Agreement through and including the Vesting Date. The period prior to the vesting of the Units shall be referred to as the “Restriction Period.”
Settlement Date: Each vested Unit will convert to one Share and will be delivered as soon as administratively practicable after the end of the Restriction Period, and in
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no event later than March 15th following the expiration of the Restriction Period (the “Settlement Date”), subject to Paragraph 13 of Annex A. Subject to Section 409A of the Code, if at any time the Company determines, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any foreign, state or federal law, or the consent or approval of any governmental authority is necessary or desirable as a condition to the issuance and transfer of Shares to Employee (or Employee’s estate), such issuance and transfer will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained.
Dividend Equivalent Right: Each Unit shall include a right to dividend equivalents payable in cash. Any such additional cash payment shall be subject to the same vesting conditions and payment terms set forth herein as the Shares to which they relate.
UNITS ARE SUBJECT TO FORFEITURE AS PROVIDED IN THIS AGREEMENT AND THE PLAN.
Further terms and conditions of the Performance-Based Restricted Stock Unit Award are set forth in Annexes A, B, C and D hereto, which are integral parts of this Agreement. Capitalized terms not defined herein shall have the same definitions as set forth in the Plan. All terms, provisions, and conditions applicable to the Performance-Based Restricted Stock Unit Award set forth in the Plan and not set forth herein are hereby incorporated by reference herein. To the extent any provision hereof is inconsistent with a provision of the Plan, the provisions of the Plan will govern. A copy of the Plan is available at the Fidelity Stock Plan Services, LLC (“Fidelity”) website at NetBenefits.com. By accepting this Performance-Based Restricted Stock Unit Award as provided in the following paragraph, the Employee hereby acknowledges the receipt of a copy of this Agreement, including Annexes A, B, C and D, and a copy of the Prospectus and agrees to be bound by all the terms and provisions hereof and thereof.
By accepting your Performance-Based Restricted Stock Unit Award electronically on the Fidelity website, you acknowledge your acceptance of, and agreement to be bound by, this Agreement and the Plan. Your acceptance of the terms and conditions of this Agreement and the Plan through the Fidelity website is a condition to your receipt of Shares. You must log on to Fidelity’s website and accept the terms and conditions of this Agreement and the Plan within 90 calendar days of the Grant Date. If you do not accept the terms and conditions of this Agreement and the Plan within such time, this Performance-Based Restricted Stock Unit Award will be forfeited and cancelled by the Company without any payment to Employee.
Attachment: Annexes A, B, C and D
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ANNEX A
TO
THE WESTERN UNION COMPANY
2024 LONG-TERM INCENTIVE PLAN
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
Further Terms and Conditions of Performance-Based Restricted Stock Unit Award. It is understood and agreed that the award of Units evidenced by the Agreement to which this is annexed is subject to the following additional terms and conditions:
Employee acknowledges that the ultimate liability for all Required Tax Payments legally due by Employee is and remains Employee’s responsibility and may exceed the amount actually withheld by the Company and/or Employee’s employer (the “Employer”). Employee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Required Tax Payments in connection with any aspect of the Units, including the grant of the Units, the vesting of the Units, the conversion of the Units into Shares, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to structure the terms of the grant or any aspect of the Units to reduce or eliminate Employee’s tax liability.
Shares to be delivered or withheld may not have a Fair Market Value in excess of the amount determined by applying the maximum individual statutory tax rate in the Employee’s jurisdiction; provided that the Committee shall be permitted to limit the number of Shares so delivered or withheld to a lesser number if necessary, as determined by the Committee, to avoid adverse accounting consequences or for administrative convenience; provided, however, that if a fraction of a Share would be required to satisfy the maximum individual
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statutory rate in the Employee’s jurisdiction, then the number of Shares to be delivered or withheld may be rounded up to the next nearest whole Share. If the obligation for Required Tax Payments is satisfied by withholding in Shares, for tax purposes, Employee is deemed to have been issued the full number of Shares due to Employee at vesting, notwithstanding that a number of Shares are held back solely for the purpose of paying the Required Tax Payments due as a result of any aspect of Employee’s participation in the Plan. Finally, Employee shall pay to the Company or the Employer any amount of Required Tax Payments that the Company or the Employer may be required to withhold as a result of Employee’s receipt of the Units, the vesting of the Units, or the conversion of the vested Units to Shares that cannot be satisfied by the means previously described. No share of Common Stock or certificate representing a share of Common Stock shall be issued or delivered until the Required Tax Payments have been satisfied in full.
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Following the Settlement Date, Employee shall have all rights incident to ownership of such Shares, including but not limited to voting rights, the right to receive dividends, and subject to applicable laws and Company policies, the right to hold, assign, pledge, sell, or transfer such Shares transferred to Employee in Employee’s discretion.
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The Company reserves the right to impose other requirements on Employee’s participation in the Plan, on the grant of Units and on any Shares acquired under the Plan to the extent the Company determines it is necessary or advisable in order to comply with any applicable law or facilitate the administration of the Plan. Employee agrees to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Employee acknowledges that the laws of the country in which Employee is working at the time of grant, vesting or the sale of Shares received pursuant to this Performance-Based Restricted Stock Unit Award (including any rules or regulations governing securities, foreign exchange, tax, labor, or other matters) may subject Employee to additional procedural or regulatory requirements that Employee is and will be solely responsible for and must fulfill.
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Nothing contained in this Agreement is intended to limit Employee’s ability to (i) report possible violations of law or regulation to, or file a charge or complaint with, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, Congress, any Inspector General, or any other federal, state or local governmental agency or commission (“Government Agencies”), (ii) communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company or (iii) under applicable United States federal law to (A) disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law or (B) disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.
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Accordingly, Employee agrees that, for twelve (12) months from Employee’s termination date, Employee will not solicit, contact, call upon, or attempt to communicate with any Restricted Client, Prospective Client, Restricted Key Account, or Prospective Key Account for the purpose of providing any Restricted Business services.
Accordingly, both during employment with Western Union and for twelve (12) months from the Employee’s termination date, Employee will not recruit, or attempt to recruit, any other worker of Western Union (i) whom Employee managed, reported to, or who reported to Employee, (ii) with whom Employee had business-related interaction, or (iii) about whom Employee learned Trade Secrets or Confidential Information, in each case during Employee’s last twenty-four (24) months of employment with Western Union.
“Client” means any person, firm or company (including, without limitation, consumers, clients and customers) to whom Western Union provides any of its goods or services;
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“Confidential Information” means any data or information and documentation, other than Trade Secrets, which is valuable to Western Union and not generally known to the public, including but not limited to:
a) Financial information, including but not limited to earnings, assets, debts, prices, fee structures, volumes of purchases or sales, or other financial data, whether relating to the Western Union generally, or to particular products, services, geographic areas, or time periods;
b) Supply and service information, including but not limited to information concerning the goods and services utilized or purchased by Western Union, the names and addresses of Key Accounts and suppliers, terms of Key Account and supplier service contracts, or of particular transactions, or information about Prospective Key Accounts or potential suppliers, to the extent that such information is not generally known to the public, and to the extent that the combination of Key Accounts or suppliers or use of particular Key Accounts or suppliers, though generally known or available, yields advantages to Western Union the details of which are not generally known; and
c) Data or information of Western Union’s Clients, suppliers, or employees that Western Union is prohibited by law, contract or Western Union policy from disclosing. By way of example such information includes but is not limited to:
(1) Product specifications, marketing strategies, pricing, sales volumes, discounts;
(2) Nonpublic personal information regarding consumers, including but not limited to names, addresses, credit card numbers, financial transactions, and account balances;
(3) Personnel information, including but not limited to other employees’ personal or medical histories, compensation or other terms of employment, actual or proposed promotions, hiring, resignations, disciplinary actions, terminations or reasons therefore, training methods, performance skills, qualifications, and abilities, or other employee information (nothing in this provision, however, is intended to prohibit Employee from disclosing to others information about Employee’s own compensation or the Employee’s working conditions); and
(4) Customer information, which is not protected by a separate confidentiality agreement, including but not limited to any compilations of past, existing or prospective customers, agreements between customers and Western Union, status of customer accounts or credit, the identity of customer representatives responsible for entering into contracts with Western Union, specific customer needs and requirements, or related information about actual or prospective customers or other nonpublic consumer information;
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“Key Account” means any person, firm or company (including, without limitation, agents) in conjunction with whom Western Union provides any of its goods or services;
“Prospective Client” means any person, firm or company who has been engaged in negotiations with a view to contracting with Western Union for Western Union’s goods or services, in relation to which Employee was in possession of, accessed, or developed Trade Secrets at any time during the last twenty-four (24) months of Employee’s employment with Western Union;
“Prospective Key Account” means any person, firm or company (including, without limitation, agents) who has been engaged in negotiations with a view to contracting or otherwise working in conjunction with Western Union in relation to the provision of any of Western Union’s goods or services, in relation to which Employee was in possession of, accessed, or developed Trade Secrets in the course of Employee’s employment at any time during the last twenty-four (24) months of Employee’s employment with Western Union;
“Relevant Period” means the period of 12 months immediately prior to the termination date;
“Restricted Business” means the business or businesses (or part thereof) carried on by Western Union in or with which Employee has been materially involved or concerned in the course of Employee’s employment at any time during the Relevant Period;
“Restricted Client” means any Client with respect to whom Employee was in possession of, accessed, or developed Trade Secrets in the course of Employee’s employment at any time during the last twenty-four (24) months of Employee’s employment with Western Union;
“Restricted Key Account” means any Key Account with respect to whom Employee was in possession of, accessed, or developed Trade Secrets, in the course of Employee’s employment at any time during the last twenty-four (24) months of Employee’s employment with Western Union;
“Trade Secrets” includes but is not limited to the following:
a) any data or information that is competitively sensitive or commercially valuable, and not generally known to the public, including, but not limited to, products planning information, marketing strategies, marketing results, forecasts or strategies, plans, finance, operations, reports, data, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of Western Union, and its customers, clients, and suppliers; and
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b) any scientific or technical information, design, process, procedure, formula, or improvement, computer software, object code, source code, specifications, inventions, systems information, whether or not patentable or copyrightable.
Employee understands, acknowledges, and agrees that in the event of a breach or threatened breach of any of the covenants contained in this Agreement, the Company shall suffer irreparable injury for which there is no adequate remedy at law, and the Company will therefore be entitled to temporary, preliminary, and/or permanent injunctive relief, without bond or other security from the courts, enjoining additional breaches and threatened breaches. Employee further acknowledges that the Company also shall have the right to seek a remedy at law as well as or in lieu of equitable relief in the event of any such breach and the terms and conditions of Paragraph 14 of this Agreement shall not supersede, replace or otherwise limit any non-solicitation covenant contained in any employment contract between the Employee and Western Union.
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ANNEX B
THE WESTERN UNION COMPANY
2024 LONG-TERM INCENTIVE PLAN
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
ADDITIONAL TERMS AND PROVISIONS
FOR U.S. EMPLOYEES
Terms and Conditions
This Annex includes special terms and conditions applicable to Employee if he or she resides in the United States. These terms and conditions are in addition to or, if so indicated, in place of, the terms and conditions set forth in the Agreement. Unless otherwise provided below, capitalized terms used but not defined herein shall have the same meanings assigned to them in the Plan and the Agreement.
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provided that Employee may hold an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company (whether or not it is listed or dealt in on a recognized stock exchange).
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A. If Employee violates any of Employee’s Non-Competition obligations in Paragraph 3 of Annex B, the Compensation and Benefits Committee of The Western Union Company Board of Directors or its designee may, to the extent permitted by applicable law, with respect to awards granted under the Plan or any successor plan on or after February 23, 2022:
1. cancel the Employee’s outstanding awards that remain unexercised or subject to a performance or vesting condition; and
2. recover from the Employee any gain realized on the vesting or exercise of an award of restricted stock, restricted stock units, performance-based restricted stock units, an option, or any other award granted under the Plan or any successor plan, in each case, that were exercised or vested during the 12-month period preceding the termination date.
B. If an Employee fails to comply with any of Employee’s obligations in Paragraph 3 of Annex B, Employee agrees to repay the Company, upon demand by the Company, the amounts set out in clause (A)2 of this Paragraph 4 of Annex B, and the Company shall be entitled, to the extent and in the manner permitted by Section 409A of the Internal Revenue Code of 1986, as amended, to set-off the amount of any such repayment obligation against any amount owed, from any source, to the Employee by the Company.
C. The remedy provided pursuant to this Paragraph 4 of Annex B shall be without prejudice to the Company’s right to recover any losses resulting from a violation of Paragraph 3 of Annex B and the Company reserves the right to pursue whatever other remedies the Company may have, at law or equity, for violation of the terms of Paragraph 3 of Annex B.
“Relevant Area” means the geographic area that is the same or substantially similar to the geographic area that Employee serviced while employed by Western Union in the course of Employee’s employment at any time during the Relevant Period;
“Relevant Period” means the period of 12 months immediately prior to the termination date;
“Restricted Activities” means acting as an employee, principal, agent, partner, shareholder, contractor, director, consultant, investor or otherwise in the Relevant Area for a Restricted Company and performing, advising, engaged in, or involved with the same or substantially the same functions or job duties that Employee performed for the Company without the prior written approval of the Company;
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“Restricted Company” means those companies and entities which (i) compete, or (ii) are planning to compete with the Restricted Business, including (without limitation) the following companies and their respective affiliates and subsidiaries:
BanCoppel
Block, Inc.
Coinbase Global, Inc.
Euronet Worldwide, Inc.
Grupa Elektra
IDT Corporation (including BOSS Money)
MaxiTransfers, LLC
MoneyGram International, Inc.
Nu Holdings Ltd.
PayPal, Inc. (including Xoom)
Remitly, Inc.
Revolut Group Holdings Ltd.
Ria Money Transfer
Viamericas Corporation
Wise plc
WorldRemit Ltd.
XE Corporation
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ANNEX C
THE WESTERN UNION COMPANY
2024 LONG-TERM INCENTIVE PLAN
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
ADDITIONAL TERMS AND PROVISIONS
FOR NON-U.S. EMPLOYEES
Terms and Conditions
This Annex includes special terms and conditions applicable to Employee if he or she resides in one of the countries listed below. These terms and conditions are in addition to or, if so indicated, in place of, the terms and conditions set forth in the Agreement. Unless otherwise provided below, capitalized terms used but not defined herein shall have the same meanings assigned to them in the Plan and the Agreement.
Notifications
This Annex also includes country-specific information of which Employee should be aware with respect to his or her participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2026. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Employee does not rely on the information noted herein as the only source of information relating to the consequences of his or her participation in the Plan because the information may be out of date at the time that he or she vests in the Units and Shares are issued to him or her or the Shares issued upon vesting of the Units are sold.
In addition, the information is general in nature and may not apply to Employee’s particular situation, and the Company is not in a position to assure Employee of any particular result. Accordingly, Employee is advised to seek appropriate professional advice as to how the relevant laws in his or her country may apply to his or her particular situation. Finally, please note that if Employee is a citizen or resident of a country other than the country in which he or she is currently working, or transfers employment after grant, the information contained in this Annex may not be applicable.
ALL COUNTRIES
Data Privacy
Employee acknowledges the collection, use and transfer, in electronic or other form, of Employee’s Personal Data by and among, as applicable, Western Union and the stock plan provider (e.g., Fidelity) for the purpose of implementing, administering and managing Employee’s participation in the Plan. Such Personal Data includes, but is not limited to, Employee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Units or other entitlement to Shares
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awarded, canceled, exercised, vested, unvested or outstanding in Employee’s favor, and any other personal data that may be required for the purpose of implementing, administering and managing the Plan (“Personal Data”).
For more information about how the Company processes Personal Data, Employees can consult the Global Employee and Contractor Data Privacy Notice which is available in the Privacy and Data Governance team’s policy library, which can be reached in the Simon/Onspring application in Okta, by visiting the Privacy and Data Governance page on We@WesternUnion, or by contacting wuprivacy@westernunion.com.
Language
Employee acknowledges that Employee is proficient in the English language, or has consulted with an advisor who is proficient in the English language, so as to enable Employee to understand the provisions of the Agreement and the Plan. If Employee has received the Agreement or any other document or communication related to the Plan or the Units in a language other than English and the meaning in the translation is different than in the English version, the terms expressed in the English version will govern, unless otherwise required by applicable law.
ITALY
Plan Document Acknowledgment. In accepting the Units, Employee acknowledges that he or she has received a copy of the Plan and the Agreement and has reviewed the Plan and the Agreement, including this Annex C, in their entirety and fully understand and accept all provisions of the Plan and the Agreement, including this Annex C.
In addition, Employee further acknowledges that he or she has read and specifically and expressly approve without limitation the Data Privacy section of this Annex C and the following clauses in Annex A of the Agreement: Paragraph 1, Paragraph 7, Paragraph 9, Paragraph 10 and Paragraph 12.
Notifications
Foreign Asset/Account Reporting Information. To the extent that Employee holds investments abroad or foreign financial assets that may generate taxable income in Italy (such as Shares acquire under the Plan) during the calendar year, Employee is required to report them on Employee’s annual tax return (UNICO Form, RW Schedule), or on a special form if no tax return is due and pay the foreign financial assets tax. The tax is assessed at the end of the calendar year or on the last day the assets are held (in such case, or when assets are acquired during the course of the year, the tax is levied in proportion to the number of days the assets are held over the calendar year). No tax payment duties arise if the amount of the foreign financial assets tax calculated on all financial assets held abroad does not exceed a certain threshold.
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ANNEX D
THE WESTERN UNION COMPANY
2024 LONG-TERM INCENTIVE PLAN
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
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