Effective Date of Annual Grant. In each year the effective date for the annual grant of equity to the Company’s executive officers by the Compensation Committee of the Board (or any successor committee) shall be the date the Options and Restricted Stock Units are granted; provided that in any year in which the Compensation Committee does not grant equity to any of the Company’s executive officers in connection with the annual compensation review process, then the third trading day after the release of the Company’s financial results for the first quarter of such year shall be the date the Options and Restricted Stock Units are granted.

Annual Incentive Award. “Annual Incentive Award” shall mean the annual incentive compensation (including for this purpose any long term performance share awards, restricted stock, stock options or any other equity based award) paid or payable or granted during the applicable fiscal year or any award to the extent specified by the Committee in the relevant award agreement or any other equity based awards in each case paid or payable or granted in lieu of annual non-equity incentive compensation for that fiscal year; provided further that, # the grant date fair value of any equity based award granted as annual incentive compensation shall be included in the computation of the annual incentive amounts paid or granted in any applicable fiscal year based upon the grant date fair value of such award for accounting purposes and # any dividend equivalents paid or payable with respect to such an equity based award shall not be considered annual incentive compensation.

and the performance-based equity award Executive would have become entitled to receive under the Equity Award Plan for such year if Executive’s employment had continued to the annual grant date.

Beginning with the February 2023 annual equity grant, you will be eligible for annual awards under Western Union’s 2015 Long-Term Incentive Plan (such Plan and any successor or replacement plan, the “LTIP”) in such form(s) as are approved by the Compensation Committee (most recently, annual equity grants to senior executives consisted of time-vested restricted stock units and performance-based restricted stock units), with an aggregate target grant date fair value of $2,150,000 (as calculated by the Company).

A material reduction by the Company in either # your annual base salary in effect immediately prior to the Change in Control and as such base salary thereafter may have been increased, # your annual incentive (as specified below), or # your annual equity awards (as specified below). For this purpose, a reduction of $10,000 in amount or value, on an annualized basis, of your base salary or annual equity awards value, or of these two elements in the aggregate, will be deemed "material" (other changes may be material in the particular circumstances). A material reduction in your annual incentive will have occurred if the amount actually paid or payable to you for any year, all or part of which is in the Protected Period (including the year in which the Change in Control occurs), is reduced to a level less than 80% of your annual incentive actually paid for performance in the latest full fiscal year before the Change in Control, including the grant date fair value of any equity-based awards granted as a payment of your annual incentive. A material reduction in your annual equity awards will be based on the extent to which the aggregate grant date fair value of equity awards in a given fiscal year during the Protected Period is reduced from the grant date fair values of the annual equity awards granted to you from the Company before the Change in Control (these grants may have occurred in the same fiscal year as the Change in Control). Annual equity awards shall be deemed to have a value determined in a manner consistent with the Company's (or then parent company's) internal valuation method for such awards used at the time of grant. It shall not constitute a material reduction in the annual equity awards for the Company to change the form of such awards to either equity of the surviving parent corporation or cash, provided the value thereof is not materially reduced; or

Cash in Lieu of Equity. With respect to the Annual Grant and the IC Grant, an Outside Director or the Independent Chairperson of the Board may elect to receive an amount equal to the Annual Grant and the IC Grant in the form of cash payment which vests and will be paid in full on the earlier of # the one-year anniversary of the grant date or # the next annual meeting of stockholders; provided, however, that all vesting will cease if the director ceases to provide services to the Company, unless the Board determines otherwise prior to the cessation of such services. In order to receive cash in lieu of equity for the Annual Grant and the IC Grant, an Outside Director or the Independent Chairperson of the Board must have satisfied the stock ownership requirements set forth in the Company’s Stock Ownership Guidelines Policy and have been serving as a director for at least five years. The Outside Director or Independent Chairperson must notify the Company no later than the date of the Annual Meeting for the year in which the election is made in order to receive the Annual Grant and the IC Grant in the form of cash compensation. The Initial Grant is not subject to cash payment.

“Equity Grant Amount” means for each calendar quarter of service from October 1, 2008 through September 30, 2010, $23,750; for service from October 1, 2010 through December 31, 2011, $27,500; for service from January 1, 2012 through December 31, 2012, $28,750; for service from January 1, 2013 through December 31, 2013, $30,000; for service from January 1, 2014 through September 30, 2015, $31,250; for service from October 1, 2015 through June 30, 2017, $35,000; for service from July 1, 2017 through September 30, 2021, $36,250; for service from October 1, 2021 through March 31, 2023, $40,000; and for service from April 1, 2023 through April 9, 2023, a prorated quarterly grant based on the then-current full quarterly grant of $40,000, with a grant date of April 10, 2023. For service on or after April 10, 2023 (the date of the Annual Meeting in 2023), “Equity Grant Amount” means for each service year, from Annual Meeting until Annual Meeting, a grant for the full year of service of $160,000; with Directors elected other than at an Annual Meeting receiving a prorated annual grant.

ANNUAL EQUITY GRANT: Unless as otherwise established by the Board, the Equity Grant to Participants shall be made on the first day of the first open trading window next following the Company’s earnings release associated with the annual meeting of the Company’s stockholders (“Grant Date”); provided, however, if a Participant first becomes a Director on a date other than the Grant Date, the date of the Participant’s initial Equity Grant shall be the date on which such Participant commences service as a Director. Each Participant shall be granted only one (1) Equity Grant in each calendar year. Fifty percent (50%) of the value of the Equity Grant shall be in the form of non-qualified stock options (“Options”), and 50% of the value of the Equity Grant shall be in the form of restricted stock units (“RSUs”). Options granted hereunder shall be for a number of shares of Common Stock determined by dividing # fifty percent (50%) of the value of the Equity Grant by # the fair market value of each Option on the Grant Date, as determined in accordance with generally accepted accounting principles using Black-Scholes valuation methodology, rounded to the nearest lot of 10 Options. The number of shares of Common Stock to be subject to the RSUs granted hereunder shall be equal to the quotient obtained by dividing # fifty percent (50%) of the value of the Equity Grant by # the Fair Market Value (as defined in the Omnibus Equity Plan) of Common Stock on the Grant Date, rounded to the nearest lot of 10 RSUs. Unless otherwise determined by the Board, the Equity Grant shall vest, if at all, subject to the Participants’ service from the Grant Date, # with respect to Options, through the earlier of # the third (3rd) anniversary of the Grant Date, or # the third (3rd) annual meeting of the Company’s stockholders following the Grant Date, and # with respect to RSUs, through the one-year anniversary of the Grant Date. The Equity Grant made under this Plan shall be issued under the Omnibus Equity Plan and shall be subject in all respects to the terms and conditions of that Plan.

Equity. At any time during a Cash Dominion Event, within # Business Day of the date of the issuance by any Loan Party of any shares of its or their Stock or of the receipt by any Loan Party of any capital contribution in excess of $500,000 in the aggregate during the term of this Agreement (or in excess of $0 at any time while an Event of Default exists), such Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f) in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by such Person in connection with such issuance or such capital contribution (other than # in the event that such Borrower or any its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Stock to such Borrowers or any of its Subsidiaries, as applicable, # the issuance of Stock of Parent to directors, officers and employees of Parent pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, and # the issuance of Stock of Parent in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition). The provisions of this Section 2.4(e)(v) shall not be deemed to be implied consent to any such issuance or capital contribution otherwise prohibited by the terms and conditions of this Agreement.

Equity. Executive may be eligible to receive equity awards under the applicable equity incentive plan of the Parent Company then in effect, as determined by the Board of Directors of the Parent Company or an appropriate committee thereof.