Common use of Code Section 409A Clause in Contracts

Code Section 409A. Notwithstanding any provision of this Release to the contrary, this Release will be construed, administered or deemed amended as necessary to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of 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 Executive’s death.

Code Section 409A. Notwithstanding any provision of this Release Although the Company does not guarantee to the contraryExecutive any particular tax treatment relating to the payments made or benefits provided to the Executive in connection with the Executive’s employment with the Company, it is intended that this Release will be construed, administered or deemed amended as necessary to Agreement comply with the requirements provisions of Section 409A of the Internal Revenue Code of 1986, as amended amended, and all regulations, guidance and other interpretive authority issued thereunder (the “Code”) to avoid taxation under Code Section 409A(a)(1) 409A”), or be exempt therefrom, and this Agreement shall be construed and applied in a manner consistent with this intent. However, notwithstanding anything herein to the extent subject contrary, in no event whatsoever shall the Company or any of its affiliates be liable for any tax, additional tax, interest or penalty that may be imposed on the Executive pursuant to Code Section 409A. However, under no circumstances shall the Company, Western Union, 409A or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under damages for failing to comply with Code Section 409A. The payments to Executive pursuant to this Release are 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s employment must constitute a “separation from service,” within under Code Section 409A for purposes of any provision of this Agreement providing for the meaning payment of any amounts or benefits upon or following a termination of employment; provided, further, that in the event the period during which the Executive is entitled to consider (and revoke, if applicable) this Agreement spans two calendar years, then any payment that otherwise would have been payable during the first calendar year will in no case be made until the later of (a) the end of the revocation period (assuming the Executive does not revoke this Agreement prior to the end of such period) and (b) the first business day of the second calendar year (regardless of whether the Executive has used the full time period allowed for consideration of this Agreement), as and to the extent required for purposes of Code Section 409A; and provided, further, that the Company shall have the right to offset against such severance pay any then-existing documented and bona fide monetary debts the Executive owes to the Company or any of its subsidiaries, but only to the extent permissible under Code Section 409A. Notwithstanding any other provision in this Releaseherein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent that the reimbursement of any amount payable expenses or the provision of any in-kind benefits under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Agreement is subject to Code Section 409A, (i) reimbursement of any such expense shall be made by no later than December 31 of the calendar year immediately following the calendar year in which such expense is incurred; (ii) is payable upon Executive’s separation from service any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Each and every payment under this Agreement shall be treated as a right to receive a series of separate payments under this Agreement shall be treated as a right to receive a series of separate payments under the terms Treasury Regulation Section 1.409A-2(b)(2)(iii). Whenever a payment under this Agreement specifies a payment period with reference to a number of this Release would be payable prior to days, the six-month anniversary actual date of Executive’s separation from service, such payment within the specified period shall be delayed until within the earlier to occur of (a) the six-month anniversary sole discretion of the separation from service or (b) the date of Executive’s deathCompany.

Code Section 409A. Notwithstanding any provision (a) The intent of the parties is that payments and benefits under this Release to the contrary, this Release will be construed, administered or deemed amended as necessary to Agreement comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to be exempt from Code Section 409A and, accordingly, to the maximum extent possiblepermitted, firstthis Agreement shall be interpreted to be in compliance therewith, provided, however that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A. (b) Notwithstanding anything to the extent such payments are scheduled contrary in this Agreement, if the Executive is deemed on the Termination Date to be paid and are in fact paid during a “specified employee” within the short-meaning of that term deferral period, as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4under Code Section 409A(a)(2)(B), 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 with regard to any payments which qualify as shortpayment or the provision of any benefit that is considered “non-term deferrals. To the extent any amounts qualified deferred compensation” under this Release are Code Section 409A payable by reference to Executive’s “termination on account of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s a “separation from service,” within such payment or benefit shall not be made or provided until the meaning date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death, to the extent required under Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A Upon the expiration of the Codeforegoing delay period, as all payments and benefits delayed pursuant to this Section 11(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the date of Executive’s separation from service, then to normal payment dates specified for them herein. (c) To the extent any amount payable that reimbursements or other in-kind benefits under this Release (i) constitutes the payment of Agreement constitute “nonqualified deferred compensation, within the meaning ” for purposes of Code Section 409A, (iiA) is payable upon Executive’s separation from service and (iii) under the terms of this Release would all such expenses or other reimbursements hereunder shall be payable made on or prior to the sixlast day of the taxable year following the taxable year in which such expenses were incurred by Executive, (B) any right to such reimbursement or in-month anniversary kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Code Section 409A, Executive’s separation from service, such payment right to receive any installment payments pursuant to this Agreement shall be delayed until treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the earlier to occur actual date of (a) payment within the six-month anniversary specified period shall be within the sole discretion of the separation from service or Company. (be) Notwithstanding any other provision of this Agreement to the date contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Executive’s death.Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Code Section 409A. Notwithstanding (a) This Agreement is intended to comply with, or otherwise be exempt from, Section 409A. The Company and the Executive agree that they will execute any and all amendments to this Agreement permitted under applicable law as they mutually agree in good faith may be necessary to ensure compliance with the distribution provisions of Section 409A or as otherwise needed to ensure that this Agreement complies with Section 409A. (b) Section 10(a) shall not be construed as a guarantee by the Company of any particular tax effect to the Executive under this Agreement, however. The Company shall not be liable to the Executive for any payment made under this Agreement that is determined to result in an additional tax, penalty, or interest under Section 409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A. (c) For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (d) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive as specified under this Release Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the contraryfollowing conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, this Release will be construed, administered or deemed amended as necessary except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to comply with the requirements of in Section 409A 105(b) of the Internal Revenue Code Code; (2) the reimbursement of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 an eligible expense shall be made without regard no later than the end of the year after the year in which such expense was incurred; and (3) the right to whether other payments so qualify and the determination reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (e) “Termination of whether a payment qualifies under the separation pay exemption shall be made without regard to employment,” “resignation,” or words of similar import used in this Agreement mean, for purposes of any payments which qualify as short-term deferrals. To the extent any amounts under this Release Agreement that are payable by reference payments of deferred compensation subject to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Section 409A, the Executive’s “separation from service,” within (as determined in accordance with regulations promulgated under Section 409A using the meaning of Code Section 409A. default rule under such regulations) (“Separation from Service”). (f) Notwithstanding any other provision anything to the contrary in this ReleaseAgreement, including but not limited to Sections 5(a), 5(b), 5(c), 5(d) and 6, (i) any amounts and benefits payable hereunder which constitute deferred compensation subject to Section 409A and would otherwise be payable or provided to the Executive under this Agreement prior to the date which is six (6) months after the Executive’s Separation from Service shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), or provided on the first business day after the date that is six (6) months following the Executive’s Separation from Service, or, if earlier, upon the Executive’s death, and (ii) if the Executive is incurs a “specified employee,” as defined in Section 409A Separation from Service prior to his Date of the CodeTermination, as of the date of Executive’s separation his Separation from service, then Service shall be deemed to be his Date of Termination (or equivalent term) for purposes of determining the extent any amount payable date of payment or the payment commencement date under this Release Agreement. Notwithstanding clause (i) constitutes the payment of nonqualified deferred compensationthis subparagraph above, if any amount of employment taxes, within the meaning of Code regulations promulgated under Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be are payable prior to the six-month anniversary of the Executive’s separation Separation from serviceService, with respect to any deferred compensation amount, the Company shall utilize and be deemed to have paid a portion of an such deferred compensation to the extent necessary for the payment shall be delayed until of such employment taxes. If payment of any portion of the earlier Executive’s restricted stock units is deferred pursuant to occur of (a) the six-month anniversary deferral provision in clause (i) above, then (in lieu of the separation from service or (bpayment of Interest) such restricted stock units shall be treated during such six-month period, and adjusted for investment performance in the date of Executive’s deathsame manner, as outstanding restricted stock units.

Code Section 409A. Notwithstanding (i) To the extent applicable, it is intended that this Agreement and any provision of this Release to the contrary, this Release will be construed, administered or deemed amended as necessary to payment made hereunder shall comply with the requirements of Section section 409A of the Code or any exemption or exclusion therefrom, and any related regulations or other guidance promulgated with respect to such section by the Internal Revenue Service ("Code section 409A") and shall in all respects be administered in accordance with Code section 409A. Any provision that would cause this Agreement or any payment hereof to fail to satisfy Code section 409A shall have no force or effect until amended to comply with Code section 409A in the least restrictive manner necessary and without any diminution in the value of 1986the payments to the Employee, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) which amendment may be retroactive to the extent subject to permitted by Code Section section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under Notwithstanding anything in this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to be exempt from Code Section 409A Agreement to the maximum extent possible, firstcontrary, to the extent that any amount or benefit that would constitute "nonqualified deferred compensation" under Code section 409A would otherwise be payable or distributable hereunder by reason of the Employee's termination of employment, such payments are scheduled amount or benefit will not be payable or distributable to the Employee by reason of such circumstance unless (i) the circumstances giving rise to such termination of employment meet any description or definition of "separation from service" in Code section 409A or (ii) the payment or distribution of such amount or benefit would be paid and are in fact paid during exempt from the application of Code section 409A by reason of the short-term deferral periodexemption or otherwise. If this provision prevents the payment or distribution of any amount or benefit, 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 such payment shall be considered a separate payment such that the determination of whether a payment qualifies as a short-term deferral or distribution shall be made without regard to whether other payments so qualify on the date, if any, on which an event occurs that constitutes a Code section 409A-compliant "separation from service." (ii) All reimbursements and the determination of whether a payment qualifies in‑kind benefits provided under the separation pay exemption this Agreement shall be made or provided in accordance with the requirements of Code section 409A, including, without regard limitation, that [a] in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fee and expenses were incurred, [b] the amount of in‑kind benefits that the Company is obligated to pay or provide in any payments which qualify as short-term deferrals. given calendar year shall not affect the in‑kind benefits that the Company is obligated to pay or provide in any other calendar year; and [c] the Employee's right to have the Company pay or provide such reimbursements and in‑kind benefits may not be liquidated or exchanged for any other benefit. (iii) To the extent the Employee is a "specified employee," as defined in section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance promulgated thereunder and any amounts elections made by the Company in accordance therewith, notwithstanding the timing of payment provided in any other section of this Agreement, no payment, distribution or benefit under this Release are payable by reference to Executive’s “termination Agreement that constitutes a distribution of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” nonqualified deferred compensation (within the meaning of Code Section 409A. Notwithstanding any other provision in this ReleaseTreasury Regulation section 1.409A-1(b)) upon the Employee's "separation from service" (within the meaning of Treasury Regulation section 1.409A-1(h)), if Executive is a “specified employee,” as defined in Section 409A of after taking into account all available exemptions, that would otherwise by payable during the Code, as of six‑month period after the date of Executive’s Employee's separation from service, then to will not be made during such six‑month period, and any such payment, distribution or benefit will instead be paid on the extent any amount payable under this Release first business day after such six‑month period (i) constitutes the payment of nonqualified deferred compensation"Delayed Payment Date"); provided, within however, that if the meaning of Code Section 409A, (ii) is payable upon Executive’s Employee dies following a separation from service and (iii) under but before the terms of this Release would Delayed Payment Date, such amounts shall be payable prior paid to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary personal representative of the separation from service or Employee's estate within thirty (b30) days following the date of Executive’s Employee's death.

Code Section 409A. Payments made pursuant to this Plan and the Agreement are intended to qualify for an exemption from or comply with Section 409A. Notwithstanding any provision of this Release in the Agreement, the Company reserves the right, to the contraryextent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Release will Agreement to ensure that all RSUs granted to Participants who are United States taxpayers are made in such a manner that either qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Plan or the RSUs shall be construed, administered exempt from or deemed amended as necessary to comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any RSUs granted thereunder. If this Agreement fails to meet the requirements of Section 409A 409A, neither the Company nor any of its affiliates shall have any liability for any tax, penalty or interest imposed on the Internal Revenue Code of 1986Participant by Section 409A, as amended (and the “Code”) to avoid taxation under Code Section 409A(a)(1) to Participant shall have no recourse against the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates Company or any of their employeesits affiliates for payment of any such tax, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties penalty or interest imposed under Code by Section 409A. The Notwithstanding anything to the contrary in this Agreement, these provisions shall apply to any payments and benefits otherwise payable to Executive pursuant or provided to the Participant under this Release are intended to Agreement. For purposes of Section 409A, each “payment” (as defined by Section 409A) made under this Agreement shall be considered a “separate payment.” In addition, for purposes of Section 409A, payments shall be deemed exempt from Code the definition of deferred compensation under Section 409A to the maximum fullest extent possible, first, to possible under (i) 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 deferral” exemption of Treasury regulation §Regulation § 1.409A-1(b)(4), and then under the (ii) (with respect to amounts paid as 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 no later than the determination of whether a payment qualifies as a short-term deferral shall be made without regard to whether other payments so qualify and second calendar year following the determination of whether a payment qualifies under calendar year containing 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to ExecutiveParticipant’s “separation from service,” (as defined for purposes of Section 409A)) the “two years/two-times” involuntary separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference. For purposes of making a payment under this Agreement, if any amount is payable as a result of a Substantial Corporate Change, such event must also constitute a “change in ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive If the Participant is a “specified employee,” as defined in Section 409A (and as applied according to procedures of the Code, Company and its affiliates) as of his separation from service, to the date extent any payment under this Agreement constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A), and such payment is payable by reason of Executive’s a separation from service, then to the extent any amount payable required by Section 409A, no payments due under this Release Agreement may be made until the earlier of: (i) constitutes the payment first day of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under seventh month following the terms of this Release would be payable prior to the six-month anniversary of ExecutiveParticipant’s separation from service, such payment shall be delayed until the earlier to occur of or (aii) the Participant’s date of death; provided, however, that any payments delayed during this six-month anniversary period shall be paid in the aggregate in a lump sum, without interest, on the first day of the seventh month following the Participant’s separation from service or (b) the date of Executive’s deathservice.

Code Section 409A. Notwithstanding any provision The intent of the parties is that payments and benefits under this Release to the contraryAgreement comply with, this Release will or be construedexempt from, administered or deemed amended as necessary to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended amended, and the regulations and guidance promulgated thereunder (the collectively, “CodeCode Section 409A”) and, accordingly, to avoid taxation under the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Notwithstanding any provision of this Agreement to the contrary, in the event that Executive is a “specified employee” within the meaning of Code Section 409A(a)(1409A (as determined in accordance with the methodology established by Employer as in effect on the date of termination of Executive’s employment) to the extent (a “specified employee”), any payments or benefits that are considered non-qualified deferred compensation subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or 409A payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 Agreement on account of 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employmentservice” such terms during the six (6) month period immediately following the separation from service shall instead be deemed to refer to paid on the first business day after the date that is six (6) months following Executive’s “separation from service,” within the meaning of Code Section 409A or, if earlier, upon Executive’s death. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation. References to termination of employment and similar terms in Paragraph 6 of this Agreement shall mean a “separation from service” within the meaning of Code Section 409A. Notwithstanding With regard to any other provision in this Releaseherein that provides for reimbursement of costs and expenses or in-kind benefits that are considered non-qualified deferred compensation subject to Code Section 409A, if Executive is a “specified employee,” except as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) is payable upon Executive’s separation from service the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year and (iii) under such payments shall be made on or before the terms of this Release would be payable prior to the six-month anniversary last day of Executive’s separation from service, such payment shall be delayed until taxable year following the earlier to occur of (a) taxable year in which the six-month anniversary of the separation from service or (b) the date of Executive’s deathexpense occurred.

Code Section 409A. (a) Notwithstanding any provision to the contrary in this Letter Agreement, a termination of your employment will not be deemed to have occurred for purposes of any provision of this Release to Letter Agreement providing for the contrary, this Release will be construed, administered or deemed amended as necessary to comply with the requirements payment of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 Release are payable by reference to Executive’s “or benefits upon or following a termination of employment” or “separation from employment” employment unless such terms shall be deemed to refer to Executive’s termination is also a “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A) and, (ii) is payable upon Executive’s for purposes of any such provision of this Letter Agreement, references to a “termination” or “termination of employment” will mean separation from service service. If you are deemed on the date of termination of your employment to be a “specified employee”, within the meaning of that term under Section 409A(a)(2)(B) of the Code and (iii) under using the terms identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of this Release would any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A, such payment or benefit will not be payable made or provided prior to the earlier of (i) the expiration of the six-month anniversary period measured from the date of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary of the your separation from service or (bii) the date of Executive’s your death. On the first day of the seventh month following the date of your separation from service or, if earlier, on the date of your death, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Letter Agreement will be paid or provided in accordance with the normal payment dates specified for them herein in each case without interest. (b) If you (or your representative) inform the Company that any provision of this Letter Agreement would cause you to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company will consider in good faith reforming such provision, after consulting with and receiving your approval (which will not be unreasonably withheld); provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to you of the applicable provision without violating the provisions of Code Section 409A. (c) The parties agree that this Letter Agreement shall be interpreted to comply with Code Section 409A and all provisions of this Letter Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In no event will the Company be liable for any additional tax, interest or penalties that may be imposed on you by Code Section 409A or any damages for failing to comply with Code Section 409A or the provisions of this Section 7. (d) Any reimbursement of costs and expenses provided for under this Letter Agreement shall be made no later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. (e) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. (f) With regard to any installment payments provided for herein, each installment thereof shall be deemed a separate payment for purposes of Code Section 409A. (g) Whenever a payment under this Letter Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (h) To the extent that this Letter Agreement provides for your indemnification by the Company and/or the payment or advancement of costs and expenses associated with indemnification, any such amounts shall be paid or advanced to you only in a manner and to the extent that such amounts are exempt from the application of Code Section 409A in accordance with the provisions of Treasury Regulation 1.409A-1(b)(10).

Code Section 409A. Notwithstanding (i) If any provision of this Release Agreement (or of any award of compensation, including equity compensation or benefits) would cause you to incur any additional tax or interest under Section 409A of the contraryCode or any regulations or Treasury guidance promulgated thereunder, this Release will be construedthe Company shall, administered or deemed amended as necessary after consulting with you, reform such provision to comply with Section 409A of the requirements Code; provided, that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to you of the applicable provision without violating the provisions of Section 409A of the Internal Revenue Code. (ii) Notwithstanding any provision to the contrary in this Agreement, if the date of any payment or the commencement of any installment payments payable under this Agreement must be delayed for six months in order to meet the requirements of Section 409A(a)(2)(B) of the Code applicable to “specified employees”, then any such payment or payments shall not be made or provided (subject to the last sentence hereof) prior to the earlier of 1986, (A) the expiration of the six month period measured from the date of your “separation from service” (as amended such term is defined in Treasury Regulations issued under Code Section 409A) or (B) the date of your death (the “CodeDelay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 11(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to avoid taxation you in a lump sum, and any remaining payments due under Code Section 409A(a)(1this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the extent payment of any amounts or benefits subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, 409A upon or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 following 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” employment unless such terms shall be deemed to refer to Executive’s termination is also a “separation from service,” within the meaning of Code Section 409A. Notwithstanding 409A and, for purposes of any other such provision in of this ReleaseAgreement, if Executive is references to a “specified employeetermination,” as defined in Section 409A “termination of the Code, as of the date of Executive’s employment” or like terms shall mean “separation from service.” (iv) (a) All expenses or other reimbursements as provided herein shall be payable in accordance with the Company’s policies in effect from time to time, then but in any event shall be made on or prior to the extent last day of the taxable year following the taxable year in which such expenses were incurred by you (b) no such reimbursement or expenses eligible for reimbursement in any amount payable under this Release taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year and (ic) constitutes the payment of nonqualified deferred compensation, within the meaning right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. (v) For purposes of Code Section 409A, your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of Executive’s separation from servicee.g., such “payment shall be delayed until the earlier to occur of made within thirty (a30) the six-month anniversary of the separation from service or (b) days following the date of Executive’s deathtermination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

Code Section 409A. Notwithstanding any provision of this Release to (a) This Agreement and the contrary, this Release will be construed, administered or deemed amended as necessary amounts payable hereunder are intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and guidance promulgated thereunder (the “CodeSection 409A”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Unionin both form and operation, or their subsidiaries or Affiliates or any an exemption therefrom, and shall be interpreted in accordance with such intent. Any provision that would cause this Agreement to fail to satisfy Section 409A (if applicable) shall have no effect until amended to comply with Section 409A. (b) The payment of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or each amount payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms Agreement shall be deemed to refer to Executive’s a separate “separation from service,payment” within for purposes of Section 409A. (c) Notwithstanding the meaning of Code Section 409A. Notwithstanding any other provision in this Releaseforegoing, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable hereunder is subject to taxes, penalties and/or interest under Section 409A, the Executive shall be solely liable for the payment of any such taxes, penalties and/or interest. (d) All reimbursements and in kind benefits provided under this Release Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirements that (i) constitutes any reimbursement is for expenses incurred during the payment Executive’s lifetime (or during a shorter period of nonqualified deferred compensation, within the meaning of Code Section 409A, time specified in this Agreement); (ii) is payable upon Executive’s separation from service and the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (iii) under the terms reimbursement of this Release would an eligible expense will be payable prior to made no later than 2 ½ months after the six-month anniversary end of Executive’s separation from service, such payment shall be delayed until the earlier to occur of calendar year in which the expense is incurred; and (aiv) the six-month anniversary of the separation from service right to reimbursement or (b) the date of Executive’s deathin kind benefits is not subject to liquidation or exchange for another benefit.

Code Section 409A. Notwithstanding any provision (a) The intent of the Parties is that payments and benefits under this Release to the contrary, this Release will be construed, administered or deemed amended as necessary to Agreement comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (together with the regulations and guidance promulgated thereunder, “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However409A”), under no circumstances shall the Companyand, Western Unionaccordingly, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to be exempt from Code Section 409A to the maximum extent possiblepermitted, first, to the extent such payments are scheduled this Agreement shall be interpreted 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 deferralscompliance therewith. To the extent that any amounts under this Release are payable provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by reference to Executive’s “Code Section 409A. (b) A termination of employment” or “separation from employment” such terms employment shall not be deemed to refer to Executive’s have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits constituting deferred compensation under Code Section 409A upon or following a termination of employment unless such termination of employment is also a “separation from service,” within the meaning of Code Section 409A. Notwithstanding 409A and, for purposes of any other such provision in of this ReleaseAgreement, if references to a termination of employment or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” as defined in Section 409A such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the Code, as of six (6) month period measured from the date of Executive’s such “separation from service” of the Executive, then and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 11(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the extent Executive in a lump sum, and any amount payable remaining payments and benefits due under this Release Agreement shall be paid or provided in accordance with the normal payment dates specified herein. (ic) constitutes All expenses or other reimbursements under this Agreement shall be made as soon as practicable and in any event on or prior to the payment last day of nonqualified deferred compensationthe taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, within such reimbursements shall be paid no later than March 15th of the meaning calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (d) For purposes of Code Section 409A, (ii) is payable upon the Executive’s separation from service right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (iii) under the terms of this Release would be payable prior to the six-month anniversary of Executive’s separation from servicee.g., such “payment shall be delayed until made within sixty (60) days”), the earlier to occur actual date of (a) payment within the six-month anniversary specified period shall be within the sole discretion of the separation from service Company. (e) In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or (b) the date of Executive’s deathotherwise.

Code Section 409A. Notwithstanding any provision of this Release anything to the contrarycontrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A of the Code and the final regulations and any other guidance promulgated thereunder (“Section 409A”) at the time of her termination, and the severance payable to Employee, if any, pursuant to this Release Agreement, when considered together with any other severance payments or separation benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) will not and could not under any circumstances, regardless of when such termination occurs, be paid in full by the fifteenth day of the third month of the Company’s fiscal year following Employee’s termination, then only that portion of the Deferred Compensation Separation Benefits which do not exceed the Section 409A Limit (as defined below) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each such payment or benefit. For these purposes, each severance payment is hereby designated as a separate payment and will not collectively be treated as a single payment. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit shall accrue and, to the extent such portion of the Deferred Compensation Separation Benefits would otherwise have been payable within the first six (6) months following Employee’s termination of employment, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be construed, administered payable in accordance with the payment schedule applicable to each payment or deemed amended as necessary benefit. This provision is intended to comply with the requirements of Section 409A so that none of the Internal Revenue Code of 1986, as amended (the “Code”) severance payments and benefits to avoid taxation under Code Section 409A(a)(1) be provided hereunder will be subject to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest additional tax imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms any ambiguities herein will be interpreted to so comply. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of this Release would be payable any additional tax or income recognition prior to the six-month anniversary of Executive’s separation from service, such actual 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 Executive’s death.Employee under Section 409A.

Code Section 409A. Notwithstanding any provision of anything in this Release Agreement to the contrary, the receipt of any benefits under this Release will Agreement as a result of a termination of employment shall be construed, administered or deemed amended as necessary subject to comply with the requirements of Section 409A satisfaction of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 condition precedent that the determination of whether Participant undergo 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding Treas. Reg. § 1.409A-1(h) or any other provision in this Releasesuccessor thereto. In addition, if Executive a Participant is deemed to be a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of that term under Code Section 409A409A(a)(2)(B), (ii) then with regard to any payment or the provisions of any benefit that is payable upon Executive’s separation from service and (iii) under the terms of this Release would required to be payable delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six-month anniversary period measured from the date of Executive’s the Participant's “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), such payment shall be delayed until the earlier to occur of (a) the six-month anniversary of the separation from service or (bii) the date of Executive’s death.the Participant's death (the “Delay Period”). Within 10 days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS ACCEPTED BY THE PARTICIPANT NOT LATER THAN 30 DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT. 

Code Section 409A. Notwithstanding any provision (a) The intent of the parties is that payments and benefits under this Release to the contrary, this Release will be construed, administered or deemed amended as necessary to Agreement comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (together with the regulations and guidance promulgated thereunder, “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However409A”), under no circumstances shall the Companyand, Western Unionaccordingly, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to be exempt from Code Section 409A to the maximum extent possiblepermitted, first, to the extent such payments are scheduled this Agreement shall be interpreted 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 deferralscompliance therewith. To the extent that any amounts under this Release are payable provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by reference to Executive’s “Code Section 409A. (b) A termination of employment” or “separation from employment” such terms employment shall not be deemed to refer to Executive’s have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits constituting deferred compensation under Code Section 409A upon or following a termination of employment unless such termination of employment is also a “separation from service,” within the meaning of Code Section 409A. Notwithstanding 409A and, for purposes of any other such provision in of this ReleaseAgreement, if references to a termination of employment or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” as defined in Section 409A such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the Code, as of six (6)-month period measured from the date of Executive’s such “separation from service” of the Executive, then and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 9(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the extent Executive in a lump sum, and any amount payable remaining payments and benefits due under this Release Agreement shall be paid or provided in accordance with the normal payment dates specified herein. (ic) constitutes All expenses or other reimbursements under this Agreement shall be made on or prior to the payment last day of nonqualified deferred compensationthe taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, within such reimbursements shall be paid no later than March 15th of the meaning calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (d) For purposes of Code Section 409A, (ii) is payable upon the Executive’s separation from service right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (iii) under the terms of this Release would be payable prior to the six-month anniversary of Executive’s separation from servicee.g., such “payment shall be delayed until made within sixty (60) days”), the earlier to occur actual date of (a) payment within the six-month anniversary specified period shall be within the sole discretion of the separation from service Company. (e) In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or (b) the date of Executive’s deathotherwise.

Code Section 409A. Notwithstanding any provision of a. The parties agree that this Release to the contrary, this Release will Agreement shall be construed, administered or deemed amended as necessary interpreted to comply with the requirements of or be exempt from Section 409A of the Internal Revenue Code of 19861986 and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), as amended (and all provisions of this Agreement shall be construed in a manner consistent with the “Code”) to avoid taxation requirements for avoiding taxes or penalties under Code Section 409A(a)(1) 409A. In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. b. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the extent payment of any amounts or benefits subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, 409A upon or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 following 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” employment unless such terms shall be deemed to refer to Executive’s termination is also a “separation from service,” within the meaning of Code Section 409A. Notwithstanding 409A and, for purposes of any other such provision in of this ReleaseAgreement, if references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of that term under Code Section 409A409A(a)(2)(B), (ii) then with regard to any payment or the provision of any benefit that is otherwise considered deferred compensation under Code Section 409A payable upon Executive’s separation from service and (iii) under the terms on account of this Release would be payable prior to the six-month anniversary of Executive’s a “separation from service, ,” such payment or benefit shall be delayed until made or provided at the date which is the earlier to occur of (ai) the six-month anniversary expiration of the six (6)-month period measured from the date of such “separation from service or service” of Executive, and (bii) the date of Executive’s deathdeath (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 5(b) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. c. Notwithstanding anything to the contrary contained in this Agreement, all reimbursements for costs and expenses under this Agreement shall be paid in no event later than the end of the calendar year following the calendar year in which Executive incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) all such expenses or reimbursements shall be made in any event on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursements or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year, provided, however, that the foregoing clause (iii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. d. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.

Code Section 409A. (1) You and the Firm agree that, with respect to any payments or benefits described in Section 8 that constitute a deferral of compensation which is subject to Section 409A of the Code, you and the Firm will use their respective best efforts to ensure that the termination of your employment shall mean a “separation from service” within the meaning of Section 409A of the Code and the regulations promulgated thereunder, including Treasury Regulation Section 1.409A-1(h) (a “Separation from Service”). Notwithstanding any provision of this Release to the contrarycontrary in this Agreement, if you are deemed by the Firm at the time of your Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which you are entitled under this Release Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of your benefits shall not be provided to you prior to the earlier of (A) the expiration of the six-month period measured from the date of your Separation from Service with the Firm or (B) the date of your death. Upon the first business day following the expiration of the applicable Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 8(f) shall be paid in a lump sum to you (or your estate or beneficiaries) and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (2) In addition, to the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, such reimbursements shall be paid to you no later than December 31 of the year following the year in which the cost was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and your right to reimbursement under this Agreement will not be construedsubject to liquidation or exchange for another benefit. (3) Additionally, administered in the event that following the date hereof the Firm or deemed amended as you reasonably determines that any compensation or benefits payable under this agreement may be subject to Section 409A of the Code, the Firm and you shall work together to adopt such amendments to this agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Internal Revenue Code and related Department of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of 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 Executive’s deathguidance.

Code Section 409A. Notwithstanding any provision of 17.1 The payments and benefits provided under this Release Agreement are intended to the contrary, this Release will be construed, administered or deemed amended as necessary to comply with the requirements of satisfy Code Section 409A and any ambiguous provision shall be construed in a manner that is compliant with or exempt from the application of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to provisions of this Release are intended to Agreement shall be exempt from interpreted in a manner consistent with this intent. For purposes of Code Section 409A to the maximum extent possible409A, 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 amount or benefit due under this Agreement shall be considered a separate payment such that the determination and Employee’s entitlement to a series 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 or benefits under this Release are payable by reference Agreement is to Executive’s be treated as an entitlement to a series of separate payments. 17.2 Notwithstanding anything to the contrary contained herein, in the event Employee is a “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,specified employee” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A of the Code, 409A(a)(2)(B)(i) as of his Separation from Service and is entitled to receive any payment or benefit hereunder upon such Separation from Service that is subject to Code Section 409A, such payment or benefit may not be made earlier than six months following the date of ExecutiveEmployee’s separation Separation from serviceService if required by Code Section 409A, then in which case, any accumulated postponed payment or benefit shall be paid or provided in a lump sum within 10 days after the end of the six-month period. If Employee dies during the six-month period, any postponed amount shall be paid to the extent any amount payable personal representative of his estate within 30 days after the date of his death. 17.3 Any reimbursement or in-kind benefit provided under this Release (i) Agreement which constitutes the payment a “deferral of nonqualified deferred compensation, ” within the meaning of Treasury Regulation Section 1.409A-1(b) shall be made or provided in accordance with the requirements of Code Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) is payable upon Executive’s separation from service and the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, (iii) under the terms reimbursement of this Release would an eligible expense will be payable prior to made no later than the six-month anniversary last day of Executive’s separation from servicethe taxable year following the taxable year in which the expense is incurred, such payment shall be delayed until the earlier to occur of and (aiv) the sixright to reimbursement or in-month anniversary of the separation from service kind benefits is not subject to liquidation or (b) the date of Executive’s deathexchange for another benefit.

Code Section 409A. Notwithstanding any provision of This Agreement (and the benefits and payments provided for under this Release Agreement) are intended to the contrary, this Release will be construed, administered exempt from or deemed amended as necessary to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended amended, and the regulations and other guidance issued thereunder (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However409A”), and this Agreement shall be interpreted and administered in a manner consistent with that intention; provided, however, that under no circumstances shall the Company, Western UnionCompany or a Subsidiary be liable for any additional tax or other sanction imposed upon the Grantee, or their subsidiaries other damage suffered by the Grantee, on account of this Agreement (or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive the benefits and payments provided for any taxes, penalties or interest due on amounts paid or payable under this ReleaseAgreement) being subject to and not in compliance with Code Section 409A. For purposes of this Agreement, including any taxes, penalties or interest imposed if necessary to avoid the imposition of additional taxes upon the Grantee under Code Section 409A. The payments 409A, the Grantee’s employment will not be considered to Executive pursuant to this Release are intended to be exempt from Code Section 409A to have terminated until and if the maximum extent possibleGrantee has experienced, first, to in respect of the extent such payments are scheduled to be paid and are in fact paid during the short-term deferral periodCompany or a Subsidiary (or successor thereto), as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4)applicable, 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Treasury Regulation section 1.409A-1(h). Where Common Stock is required by this Agreement to be issued to the Grantee (and where dividend equivalent amounts are required to be paid to the Grantee) within a 15 day period following an applicable vesting date, the Company shall determine when during that 15 day period the Common Stock will be issued and the dividend equivalent amount will be paid to the Grantee. If and to the extent necessary to avoid the imposition of additional taxes upon the Grantee under Code Section 409A. Notwithstanding any other provision in this Release409A, if Executive the Grantee is entitled to receive Common Stock or dividend equivalent amounts upon or as a result of the Grantee’s separation from service, and if the Grantee is a “specified employee,” as defined in Section 409A (within the meaning of the Code, as of Treasury Regulation section 1.409A-1(i)) on the date of Executive’s his or her separation from service, then notwithstanding any other provision of this Agreement to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensationcontrary, within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service such Common Stock shall be issued and (iii) under the terms of this Release would such dividend equivalent amounts shall be payable prior paid to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until Grantee no earlier than the earlier earliest to occur of (ai) the day next following the date that is the six-month anniversary of the date of the Grantee’s separation from service service, or (bii) the date of Executivethe Grantee’s death.

Code Section 409A. Notwithstanding The parties agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A of the Code (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In no event whatsoever will Company be liable for any additional tax, interest or penalties that may be imposed on Employee under Code Section 409A or any damages for failing to comply with Code Section 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Release to Agreement providing for the contrary, this Release will be construed, administered payment of any amounts or deemed amended as necessary to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the benefits considered “Code”) to avoid taxation nonqualified deferred compensation” under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, 409A upon or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 following 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” employment unless such terms shall be deemed to refer to Executive’s termination is also a “separation from service,” within the meaning of Code Section 409A. Notwithstanding 409A and, for purposes of any other such provision in of this ReleaseAgreement, if Executive references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” as defined in Section 409A such payment or benefit shall be made or provided on the date which is the earlier of (i) the expiration of the Code, as of six (6)-month period measured from the date of Executive’s such “separation from service” of Employee, then and (ii) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 9(a) (whether they would have otherwise been payable in a single sum or in installments in the extent absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Employee in a lump sum, and any amount payable remaining payments and benefits due under this Release (i) constitutes Agreement shall be paid or provided in accordance with the normal payment of nonqualified deferred compensation, within the meaning dates specified for them herein. For purposes of Code Section 409A, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of Executive’s separation from servicee.g., such “payment shall be delayed until the earlier to occur of made within thirty (a30) the six-month anniversary of the separation from service or (b) days following the date of Executive’s deathtermination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

Code Section 409A. (a) Notwithstanding any provision to the contrary in this Letter Agreement, a termination of your employment will not be deemed to have occurred for purposes of any provision of this Release to Letter Agreement providing for the contrary, this Release will be construed, administered or deemed amended as necessary to comply with the requirements payment of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 Release are payable by reference to Executive’s “or benefits upon or following a termination of employment” or “separation from employment” employment unless such terms shall be deemed to refer to Executive’s termination is also a “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A) and, (ii) is payable upon Executive’s for purposes of any such provision of this Letter Agreement, references to a “termination” or “termination of employment” will mean separation from service service. If you are deemed on the date of termination of your employment to be a “specified employee”, within the meaning of that term under Section 409A(a)(2)(B) of the Code and (iii) under using the terms identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of this Release would any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A, such payment or benefit will not be payable made or provided prior to the earlier of (i) the expiration of the six-month anniversary period measured from the date of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary of the your separation from service or (bii) the date of Executive’s your death. On the first day of the seventh month following the date of your separation from service or, if earlier, on the date of your death, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Letter Agreement will be paid or provided in accordance with the normal payment dates specified for them herein in each case without interest. (b) If you (or your representative) inform the Company that any provision of this Letter Agreement would cause you to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company will consider in good faith reforming such provision, after consulting with and receiving your approval (which will not be unreasonably withheld); provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to you of the applicable provision without violating the provisions of Code Section 409A. (c) The parties agree that this Letter Agreement shall be interpreted to be exempt from or comply with Code Section 409A and all provisions of this Letter Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In no event will the Company be liable for any additional tax, interest or penalties that may be imposed on you by Code Section 409A or any damages for failing to comply with Code Section 409A or the provisions of this Section 7. (d) Any reimbursement of costs and expenses provided for under this Letter Agreement shall be made no later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. (e) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. (f) With regard to any installment payments provided for herein, each installment thereof shall be deemed a separate payment for purposes of Code Section 409A. (g) Whenever a payment under this Letter Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (h) With respect to the provisions of this Letter Agreement providing for your indemnification by the Company and/or the payment or advancement of costs and expenses associated with indemnification, any such amounts shall be paid or advanced to you only in a manner and to the extent that such amounts are exempt from the application of Code Section 409A in accordance with the provisions of Treasury Regulation 1.409A-1(b)(10).

Code Section 409A. Notwithstanding anything contained in this Agreement to the contrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earliest, Employee’s death). Such deferral shall only be -effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Release Agreement needs to the contrary, this Release will be construed, administered or deemed amended as necessary revised to comply with satisfy the requirements of Section 409A of the Internal Revenue Code of 1986Code, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) then such provision shall be modified or restricted to the extent subject and in the manner necessary to be in compliance with such requirements of the Code Section 409A. However, under no circumstances shall and any such modification will attempt to maintain the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable same economic results as were intended under this Release, including any taxes, penalties or interest imposed Agreement. Each payment under Code Section 409A. The payments to Executive pursuant to this Release are Agreement is 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, treated 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 one of a series of separate payment such that the determination for purposes 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of 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 Executive’s deathsimilar at successor provisions).

Code Section 409A. Notwithstanding any provision of (a) Anything in this Release Agreement to the contrarycontrary notwithstanding, this Release will be construed, administered or deemed amended as necessary to comply with if at the requirements of Section 409A time of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 Release are payable by reference to ExecutiveEMPLOYEE’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” service within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A of the Code, as TBOP’s stock is publicly traded on an established securities market or otherwise and TBOP determines that the EMPLOYEE is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the date of Executive’s separation from serviceCode, then to the extent any amount payable payment or benefit that the EMPLOYEE becomes entitled to under this Release (i) constitutes Agreement on account of the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon ExecutiveEMPLOYEE’s separation from service and (iii) under the terms of this Release would be payable prior considered deferred compensation subject to the six-month anniversary 20% additional tax imposed pursuant to Section 409A(a) of Executivethe IRC as a result of the application of Section 409A(a)(2)(B)(i) of the IRC, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i) six months and one day after the EMPLOYEE’s separation from service, such or (ii) the EMPLOYEE’s death. The first installment payment shall be delayed until the earlier to occur of (a) include a catch-up payment covering amounts that would otherwise have been paid during the six-month anniversary period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the date of separation from service or occurs, from such date of separation from service until the payment. To the extent that the foregoing applies to the provision of any ongoing medical benefits to the EMPLOYEE that would not be required to be delayed if the premiums therefore were paid by the EMPLOYEE, the EMPLOYEE shall pay the full costs of premiums for such medical benefits during the six-month period and TBOP shall pay the EMPLOYEE an amount equal to the amount of such premiums paid by the EMPLOYEE during the six-month period within ten (10) days after the conclusion of such period. (b) Solely for purposes of Section 409A of the date IRC, each installment payment of Executiveseverance is considered a separate payment. (c) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by TBOP or incurred by the EMPLOYEE during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (d) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the IRC, and to the extent that such payment or benefit is payable upon the EMPLOYEE’s deathtermination of employment, then such payments or benefits shall be payable only upon the EMPLOYEE’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation § 1.409A-l(h).

Code Section 409A. (a) Notwithstanding any other provision of this Release Agreement to the contrary, the Parties to this Release Agreement intend that this Agreement will be construedsatisfy the applicable requirements, administered or deemed amended as necessary to comply with the requirements if any, of Code Section 409A in a manner that will preclude the imposition of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or additional taxes and interest imposed under Code Section 409A. The Parties agree that this Agreement will be read or amended (as determined by Bio-Techne in its sole discretion) to the extent necessary to comply with Code Section 409A, as amended from time to time, and the notices and other guidance of general applicability issued thereunder. For purposes of Section 409A, each payment made under this Agreement will be treated as a separate payment. In no event may Employee, directly or indirectly, designate the calendar year of payment. (b) All reimbursements provided under this Agreement will be made or provided in accordance with the requirements of Code Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit. (c) Further, if any of the payments described in this Agreement are subject to Executive pursuant to this Release are intended to be exempt from the requirements of 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 shortBio-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 Techne determines 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive Employee is a “specified employee,” as defined in Code Section 409A of the Code, as of the date of ExecutiveEmployee’s termination of employment (which will have the same meaning as “separation from service” as defined in Code Section 409A), then all or a portion of such payments will not be paid or commence earlier than the first day of the seventh month following the date of Employee’s termination of employment, but only to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of such delay is required for compliance with Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of 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 Executive’s death.409A.

Code Section 409A. Notwithstanding any provision of The Parties intend that this Release to Agreement and the contrary, this Release payments made hereunder will be construedexempt from, administered or deemed amended as necessary to comply with with, the requirements of Section 409A of the Internal Revenue Code and the regulations and other guidance thereunder and any state law of 1986similar effect (collectively, as amended (the “CodeSection 409A”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 this Agreement will be interpreted and applied to the greatest extent possible in a manner that is consistent with the requirements for avoiding taxes or penalties under Section 409A. In the separation pay exemption pursuant event that the Officer is determined to Treasury regulation §1.409A-1(b)(9)(iiibe a “specified employee” (as defined under Section 409A), and for this purpose each any payment shall be considered a separate payment such that the determination of whether a payment qualifies as a short-term deferral shall to be made without regard to whether other payments so qualify the Officer upon a separation from service which is deferred compensation subject to Section 409A (and the determination of whether a payment qualifies under the separation pay exemption shall not otherwise exempt from Section 409A) may not be made without regard to any payments which qualify as short-term deferralsbefore the date that is six months after the Officer’s separation from service (or death, if earlier). To the extent that the Officer is or becomes subject to this six-month delay rule, all payments of deferred compensation subject to Section 409A (and not otherwise exempt from Section 409A) that would have been made to the Officer during the six months following his separation from service, if any, will be accumulated and paid to the Officer on the date that is six months and one day following his separation from service, and any amounts under remaining payments due will be made in their ordinary course as described in the Agreement. The Parties intend that each installment of any payments provided for in this Release are payable by reference to Executive’s Agreement is a separate “payment” for purposes of Section 409A. For the purposes herein, the phrase “termination of employment” or “separation from employment” such terms shall similar phrases will be deemed to refer to Executive’s interpreted in accordance with the term “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in under Section 409A of the Code, as of the date of Executive’s separation from service, then if and to the extent any amount required under Section 409A. Deferrals of benefits payable under this Release or distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with Section 409A. Further, (i) constitutes in the payment event that Section 409A requires that any special terms, provisions or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of nonqualified deferred compensationthe Agreement, within and (ii) terms used in the meaning of Code Agreement shall be construed in accordance with Section 409A if and to the extent required. Further, in the event that the Agreement or any benefit thereunder shall be deemed not to comply with Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under then neither the terms of this Release would Bank, the Board, the Company, nor its or their designees or agents shall be payable prior liable to the six-month anniversary of Executive’s separation from serviceOfficer or other person for actions, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary of the separation from service decisions or (b) the date of Executive’s deathdeterminations made in good faith.

Code Section 409A. Notwithstanding any provision of this Release to the contrary, this Release will be construed, administered or deemed amended as necessary This Agreement is intended to comply with the requirements of with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 interpreted consistent therewith and without resulting in any increase in the amounts owed hereunder by the Company. Notwithstanding any other provision of this Agreement to the contrary, if Executive is 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” "specified employee" within the meaning of Code Section 409A. Notwithstanding any other provision 409A and the regulations issued thereunder, and a payment or benefit provided for in this Release, if Executive is a “specified employee,” as defined in Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after Executive’s "separation from service" (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement shall not be paid (or commence) during the Code, as of the date of six-month period immediately following Executive’s separation from serviceservice except as provided in the immediately following sentence. In such an event, then any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to Executive in a lump-sum payment on the extent any amount payable under this Release earlier of (i) constitutes the payment first regular payroll date of nonqualified deferred compensation, the seventh month following Executive’s separation from service or (ii) the 10th business day following Executive’s death. If Executive’s termination of employment hereunder does not constitute a "separation from service" within the meaning of Code Section 409A, (ii) is then any amounts payable upon Executive’s separation from service and (iii) under the terms hereunder on account of this Release would be payable prior to the six-month anniversary a termination of Executive’s employment and which are subject to Code Section 409A shall not be paid until Executive has experienced a "separation from service", such or other permitted payment event, within the meaning of Code Section 409A. In addition, to the extent required by Code Section 409A, no reimbursement or in-kind benefit shall be delayed until the earlier subject to occur of liquidation or exchange for another benefit and (aexcept as otherwise provided in Section 5(f) hereof) the sixamount available for reimbursement, or in-month anniversary kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. Any reimbursement to which Executive is entitled hereunder shall be made no later than the last day of the separation from service calendar year following the calendar year in which such expenses were incurred. Each severance installment contemplated under Section 7 hereof or other payment of “deferred compensation” (bunder Code Section 409A) shall be treated as a separate payment in a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). Neither the date Company nor any of Executive’s death.its affiliates shall have any liability or obligation to Executive in the event that this Agreement does not comply with, or is not exempt from, Code Section 409A.

Code Section 409A. Notwithstanding any provision of a. The parties agree that this Release to the contrary, this Release will Agreement shall be construed, administered or deemed amended as necessary interpreted to comply with the requirements of or be exempt from Section 409A of the Internal Revenue Code of 19861986 and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), as amended (and all provisions of this Agreement shall be construed in a manner consistent with the “Code”) to avoid taxation requirements for avoiding taxes or penalties under Code Section 409A(a)(1) 409A. In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. b. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the extent payment of any amounts or benefits subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, 409A upon or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 following 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” employment unless such terms shall be deemed to refer to Executive’s termination is also a “separation from service,” within the meaning of Code Section 409A. Notwithstanding 409A and, for purposes of any other such provision in of this ReleaseAgreement, if references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of that term under Code Section 409A409A(a)(2)(B), (ii) then with regard to any payment or the provision of any benefit that is otherwise considered deferred compensation under Code Section 409A payable upon Executive’s separation from service and (iii) under the terms on account of this Release would be payable prior to the six-month anniversary of Executive’s a “separation from service, ,” such payment or benefit shall be delayed until made or provided at the date which is the earlier to occur of (ai) the six-month anniversary expiration of the six (6)-month period measured from the date of such “separation from service or service” of Executive, and (bii) the date of Executive’s deathdeath (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6(b) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. c. Notwithstanding anything to the contrary contained in this Agreement, all reimbursements for costs and expenses under this Agreement shall be paid in no event later than the end of the calendar year following the calendar year in which Executive incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) all such expenses or reimbursements shall be made in any event on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursements or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year, provided, however, that the foregoing clause (iii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. d. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.

Code Section 409A. Notwithstanding any provision of this Release to the contrary, this Release will be construed, administered or deemed amended as necessary This Agreement is intended to comply with the requirements of short-term deferral rule under Treasury Regulation Section 1.409A-1(b)(4) and be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 construed and interpreted in accordance with 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Releaseintent, provided that, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of severance provided at any time hereunder involves nonqualified deferred compensation, compensation within the meaning of Code Section 409A, (ii) it is payable upon Executive’s separation from service intended to comply with the applicable rules with regard thereto and (iii) under the terms shall be interpreted accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Release would be payable prior to Agreement providing for the six-month anniversary payment of Executive’s any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are determined by the Company on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be delayed until made or provided at the date which is the earlier of the date that is immediately following the expiration of the six (6)-month period measured from the date of such “separation from service” of you, and the date of your death. With regard to occur any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (a) the sixright to reimbursement or in-month anniversary of the separation from service kind benefits shall not be subject to liquidation or exchange for ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ November 13, 2012 another benefit, (b) the date amount of Executive’s deathexpenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (c) such payments shall be made on or before the last day of your taxable year following the taxable year in which the expense occurred. For purposes of Code Section 409A, your right to receive any installment payments pursuant to this letter agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under the letter agreement that is considered nonqualified deferred compensation. In the event the time period for considering any release and it becoming effective as a condition of receiving severance payment shall overlap two calendar years, no amount of such severance payment shall be paid in the earlier calendar year.

Code Section 409A. Notwithstanding any provision of this Release anything herein to the contrary, this Release will Agreement is intended to be construedinterpreted and applied so that the payment of the benefits set forth herein shall either be exempt from the requirements of Section 409A of the Code or shall comply with the requirements of such provision. Notwithstanding any provision in this Agreement or elsewhere to the contrary, administered if Executive is a “specified employee” within the meaning of Section 409A of the Code, any payments or deemed amended benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and which 13 do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided on the earlier of (i) the date which is six (6) months after Executive’s separation from service (as necessary such term is defined in Treas. Regs. Section 1.409A-1(h), including the default presumptions thereunder) for any reason other than death (with the first such payment being a lump sum equal to comply the aggregate payments and/or benefits Executive would have received during such six-month period if no such payment delay had been imposed), and (ii) the date of Executive’s death. Notwithstanding anything in this Agreement or elsewhere to the contrary, distributions upon termination of Executive’s employment may only be made upon a “separation from service” as determined under Section 409A of the Code and such date shall be the Date of Termination for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise which constitutes a “deferral of compensation” within the meaning of Section 409A of the Code. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Internal Revenue Code Code. To the extent that any reimbursements pursuant to this Agreement or otherwise are taxable to Executive, any reimbursement payment due to Executive shall be paid to Executive on or before the last day of 1986Executive’s taxable year following the taxable year in which the related expense was incurred; provided, as amended (that Executive has provided the “Code”) Companies written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Companies’ expense reimbursement policies. Reimbursements pursuant to avoid taxation under Code Section 409A(a)(1) this Agreement or otherwise are not subject to liquidation or exchange for another benefit and the amount of such reimbursements that Executive receives in one taxable year shall not affect the amount of such reimbursements that Executive receives in any other taxable year. Notwithstanding any of the foregoing to the extent subject to Code Section 409A. Howevercontrary, under no circumstances shall the Company, Western Union, or Companies and their subsidiaries or Affiliates or any of their employees, respective officers, directors, service providers employees or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 make no guarantee that the determination terms of whether a payment qualifies as a short-term deferral shall be made without regard to whether other payments so qualify and this Agreement complies with, or is exempt from, 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning provisions of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under none of the foregoing shall have any liability for the failure of the terms of this Release would Agreement to comply with, or be payable prior exempt from, the provisions of Code Section 409A. Executive shall have no legally binding right to the six-month anniversary of Executive’s separation from service, such any distribution or payment shall be delayed until the earlier made to occur of (a) the six-month anniversary of the separation from service or (b) the date of Executive’s deathExecutive in error.

Code Section 409A. Notwithstanding any provision of It is intended that this Release to Agreement and the contrary, this Release Performance-Based Award granted hereunder will be construed, administered or deemed amended as necessary to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to be exempt from Code Section 409A to the maximum extent possible409A, first, to the extent and this Agreement will be construed and interpreted in accordance with such payments are scheduled to be paid and are in fact paid during the short-term deferral periodintent. A termination of employment (or other service, as short-term deferrals pursuant the case may be) shall not be deemed to Treasury regulation §1.409A-1(b)(4), and then under have occurred for purposes of any provision of this Agreement providing for 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 or benefits upon or following a termination of employment (or other service, as the case may be) unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Release are payable by reference Agreement, references to Executive’s a “termination,” “termination of employment” or “separation from employment” such like terms shall be deemed to refer to Executive’s mean “separation from service.” Notwithstanding anything herein to the contrary, the following shall apply, if and to the extent required by Code Section 409A, in the event that (A) you are deemed to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) and (B) amounts or benefits under the Performance-Based Award or any other program, plan or arrangement of the Employer or a controlled group affiliate thereof are due or payable on account of “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h): No such payments that are “nonqualified deferred compensation” subject to Code Section 409A shall be made prior to the date that is six (6) months after the date of separation from service or, if earlier, the date of death; following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum (without interest) on the earliest permissible payment date. Notwithstanding anything herein to the contrary, to the extent that a Supplemental Bonus is (i) subject to Code Section 409A and (ii) a Change of Control would accelerate the timing of payment thereunder, the payment of such Supplemental Bonus shall not occur until the earliest of (I) the Change of Control if such Change of Control constitutes a “change in the ownership of the corporation,” a “change in the effective control of the corporation” or a “change in the ownership of a substantial portion of the assets of the corporation,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release409A(2)(A)(v), if Executive is a “specified employee,” as defined in Section 409A of the Code, as of (II) the date of Executive’s separation from service, then such Supplemental Bonus would otherwise be settled pursuant to the extent any amount payable under terms of this Release Agreement and (iIII) constitutes the payment your “separation of nonqualified deferred compensation, service” within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of 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 Executive’s death.409A.

Code Section 409A. Notwithstanding any provision of (a) To the extent that compensation or benefits payable under this Release to letter constitute “nonqualified deferred compensation” within the contrary, this Release will be construed, administered or deemed amended as necessary to comply with the requirements meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 are designated under this Release are letter as payable by reference to Executive’s “upon (or within a specified time following) your termination of employment” , such compensation or “separation from employment” such terms shall benefits shall, subject to Section 8(b) hereof, be deemed to refer to Executive’s payable only upon (or, as applicable, within the specified time following) your “separation from service,” from the Company (within the meaning of Code Section 409A. 409A(a)(2)(A)(i) of the Code). (b) Notwithstanding any other provision anything to the contrary in this Releaseletter, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 3 hereof, shall be paid to you during the 6-month period following your “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Code) if Executive the Company determines that paying such amounts at the time or times indicated in this letter would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a “specified employee,” as defined in result of the previous sentence, then on the first business day following the end of such 6-month period (or such earlier date upon which such amount can be paid under Section 409A of the CodeCode without resulting in a prohibited distribution, including as a result of your death), the Company shall pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such period. (c) To the extent that any payments or reimbursements provided to you under this letter, including, without limitation under Section 4 hereof, are deemed to constitute compensation to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed to you reasonably promptly, but not later than December 31 of the date year following the year in which the expense was incurred. The amount of Executive’s separation from serviceany such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, then and your right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit. (d) To the extent applicable, this letter shall be interpreted and applied consistent and in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this letter to the extent contrary, if at any amount time the Company determines that any compensation or benefits payable under this Release letter may not be either exempt from or compliant with Section 409A of the Code and related Department of Treasury guidance, the Company may adopt such amendments to this letter or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to (i) constitutes exempt the payment compensation and benefits payable under this letter from Section 409A of nonqualified deferred compensationthe Code and/or preserve the intended tax treatment of such compensation and benefits, within the meaning of Code Section 409A, or (ii) is payable upon Executive’s separation from service and (iii) under comply with the terms requirements of this Release would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary Section 409A of the separation from service Code and related Department of Treasury guidance; provided, however, that this Section 8(d) shall not create an obligation on the part of the Company to adopt any such amendment, policy or (b) the date of Executive’s deathprocedure or take any such other action.”

Code Section 409A. The intent of the parties is that payments and benefits under this Agreement shall comply with or be exempt from Internal Revenue Code Section 409A and applicable guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance therewith. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Employee by Code Section 409A or any damages for failing to comply with Code Section 409A. To the extent any taxable expense reimbursement or in-kind benefits under this Agreement is subject to Code Section 409A, the amount thereof eligible in any calendar year shall not affect the amount eligible for any other calendar year, in no event shall any expenses be reimbursed after the last day of the calendar year following the year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or receipt of in-kind benefits be subject to liquidation or exchange for another benefit. Notwithstanding any provision provisions of this Release Agreement to the contrary, this Release will be construed, administered or deemed amended as necessary to comply with if the requirements of Section 409A of the Internal Revenue Code of 1986, as amended Employee is a “specified employee” (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding 409A and determined pursuant to any other provision in this Releasepolicies adopted by the Company consistent with Code Section 409A), if Executive is a “specified employee,” as defined in Section 409A at the time of the Code, as of the date of ExecutiveEmployee’s separation from service, then and if any portion of the payments or benefits to be received by the Employee upon separation from service would be considered deferred compensation under Code Section 409A and cannot be paid or provided to the extent any amount payable Employee without the Employee incurring taxes, interest or penalties under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is amounts that would otherwise be payable upon Executivepursuant to this Agreement and benefits that would otherwise be provided pursuant to this Agreement, in each case, during the six-month period immediately following the Employee’s separation from service and (iii) under the terms of this Release would will instead be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until paid or made available on the earlier to occur of (ai) the six-month anniversary first business day of the seventh month following the date of the Employee’s separation from service or (bii) the date of ExecutiveEmployee’s death.. Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Code Section 409A.

Code Section 409A. This Agreement is intended to comply with, or be exempt from, Code Section 409A and shall be interpreted consistent therewith and without resulting in any increase in the amounts owed hereunder by the Company. Notwithstanding any other provision of this Release Agreement to the contrary, this Release will be construed, administered or deemed amended as necessary to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 if Recipient is 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” "specified employee" within the meaning of Code Section 409A. Notwithstanding any other provision 409A and the regulations issued thereunder, and a payment or benefit provided for in this Release, if Executive is a “specified employee,” as defined in Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after Recipient’s "separation from service" (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement shall not be paid (or commence) during the Code, as of the date of Executivesix-month period immediately following Recipient’s separation from serviceservice except as provided in the immediately following sentence. In such an event, then any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to Recipient in a lump-sum cash payment on the extent any amount payable under this Release earlier of (i) constitutes the payment first regular payroll date of nonqualified deferred compensation, the seventh month following the month in which the Recipient’s separation from service occurs or (ii) the 10th business day following Recipient’s death. If Recipient’s termination of employment hereunder does not constitute a "separation from service" within the meaning of Code Section 409A, (ii) is then any amounts payable upon Executivehereunder on account of a termination of Recipient’s separation from service employment and (iii) under the terms of this Release would which are subject to Code Section 409A shall not be payable prior to the six-month anniversary of Executive’s paid until Recipient has experienced a "separation from service", or other permitted payment event, within the meaning of Code Section 409A. If the 60 day Release period covers two taxable years, then to the extent required by Code Section 409A, any portion of the Award that otherwise would be paid in such payment first taxable year instead shall be delayed until withheld and paid in such second taxable year. Neither the earlier Company nor any of its Subsidiaries or affiliates shall have any liability or obligation to occur of (a) Recipient in the six-month anniversary of the separation from service event that this Agreement does not comply with, or (b) the date of Executive’s death.is not exempt from, Code Section 409A.

Code Section 409A. Notwithstanding any provision of this Release to the contrary, this Release will be construed, administered or deemed amended as necessary This Separation Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to an exemption thereunder and will be exempt from Code construed and administered in accordance with Section 409A to the maximum extent possible, first, to the extent such . Any payments are scheduled to under this Separation Agreement that may be paid and are in fact paid during the short-term deferral period, excluded from Section 409A either as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and then under the separation pay exemption pursuant due 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 an involuntary separation from service or as a short-term deferral shall will be made without regard excluded from Section 409A to whether the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Separation Agreement will be treated as a separate payment. Notwithstanding the foregoing, the COMPANY makes no representations that the payments and benefits provided under this Separation Agreement comply with Section 409A and in no event will the COMPANY be liable for all or any portion of any taxes, penalties, interest or other payments so qualify and the determination expenses that may be incurred on account of whether a payment qualifies under the separation pay exemption shall be made without regard to any payments which qualify as shortnon-term deferrals. compliance with Section 409A. To the extent that any amounts reimbursement or in-kind benefit provided under this Release are payable by reference Separation Agreement is nonqualified deferred compensation within the meaning of Section 409A: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to Executive’s be provided, in any other taxable year; (ii) the reimbursement of an eligible expense must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. The term “termination of terminate employment” or “separation from employment” such and similar terms as used in this Separation Agreement shall be deemed to refer to Executive’s mean a “separation from service,” (within the meaning of Code Treasury Regulation Section 409A. Notwithstanding any other provision in this Release, if Executive is 1.409A-1(h) (“Separation from Service”). If you are a “specified employee,” as defined determined pursuant to procedures adopted by COMPANY in compliance with Section 409A of the Code409A, as of on the date of Executive’s separation your Separation from serviceService, and if any portion of the payments or benefits to be received by you upon your Separation from Service would constitute nonqualified deferred compensation (within the meaning of Section 409A), then to the extent any amount payable required to avoid accelerated taxation and/or tax penalties under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release amounts that would otherwise be payable prior or provided pursuant to this Separation Agreement during the six-month anniversary of Executive’s separation period immediately following your Separation from service, such payment shall Service will instead be delayed until paid or made available on the earlier to occur of (a) the six-month anniversary of the separation from service or (bi) the date that the first business day of Executive’s the seventh month after your Separation from Service or (ii) your death.

Code Section 409A. Notwithstanding any provision of this Release to a. To the contraryextent applicable, this Release will be construed, administered or deemed amended as necessary Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and any regulations and guidance issued thereunder (the “CodeSection 409A”) to avoid taxation under Code Section 409A(a)(1) to and shall be interpreted accordingly. b. To the extent subject to Code Section 409A. Howeverapplicable, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The it is intended that all payments to Executive and benefits provided pursuant to this Release are intended to be exempt Agreement upon or following a Separation from Code Service qualify as short-term deferrals under Treasury Regulation Section 409A 1.409A-1(b)(4) to the maximum extent possible, first, to the extent such . Any installment payments or reimbursements under this Agreement 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 treated as a short-term deferral shall be made without regard to whether other series of separate payments so qualify and the determination for purposes 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision to the contrary in this ReleaseAgreement, if it is determined that any amounts to be provided pursuant to this Agreement constitute deferred compensation for purposes of Section 409A (“Deferred Compensation Payments”) and if the Executive is deemed to be a “specified employee,Specified Employee” (as defined that term is used in Code Section 409A of the Code, as of 409A(a)(2)(B)) on the date of the Executive’s separation Separation from serviceService, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) as determined under the terms Corporation’s policy for determining specified employees, any such Deferred Compensation Payments that are deemed payable due to a Separation from Service for purposes of this Release would be payable prior Section 409A and are required to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of first business day after the date that is six months following the Executive’s Separation from Service (a) the six-month anniversary of the separation from service or (b) or, if earlier, until the date of the Executive’s death) to comply with Code Section 409A(a)(2)(B)(i) shall be so delayed, and the accumulated amounts, shall be paid in a lump sum payment to the Executive on the first business day that is after six months after the Executive’s Separation from Service; provided, however, that if the Executive dies during such six month period, payment shall be made to the Executive’s estate within 60 days after the date of the Executive’s death. c. Notwithstanding any provision to the contrary in this Agreement, any reimbursements or in-kind benefits under this Agreement that constitute Deferred Compensation Payments shall be paid or provided to the Executive in a manner consistent with Treasury Regulation Section 1.409A-3(i)(1)(iv), including the requirement that the amount of reimbursements or in-kind benefits provided during a year may not affect the expenses eligible for reimbursement or in-kind benefits provided in any other year and that any reimbursements be made on or before the last day of the year following the year in which the expense was incurred.

Code Section 409A. The intent of the parties is that payments and benefits under this Agreement shall comply with or be exempt from Internal Revenue Code Section 409A and applicable guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance therewith. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Employee by Code Section 409A or any damages for failing to comply with Code Section 409A. To the extent any taxable expense reimbursement or in-kind benefits under this Agreement is subject to Code Section 409A, the amount thereof eligible in any calendar year shall not affect the amount eligible for any other calendar year, in no event shall any expenses be reimbursed after the last day of the calendar year following the year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or receipt of in-kind benefits be subject to liquidation or exchange for another benefit. Notwithstanding any provision provisions of this Release Agreement to the contrary, this Release will be construed, administered or deemed amended as necessary to comply with if the requirements of Section 409A of the Internal Revenue Code of 1986, as amended Employee is a “specified employee” (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding 409A and determined pursuant to any other provision in this Releasepolicies adopted by the Company consistent with Code Section 409A), if Executive is a “specified employee,” at the time of the Employee’s separation from service (as defined in Code Section 409A), and if any portion of the payments or benefits to be received by the Employee upon separation from service would be considered deferred compensation under Code Section 409A of the Code, as of the date of Executive’s separation from service, then and cannot be paid or provided to the extent any amount payable Employee without the Employee incurring taxes, interest or penalties under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is amounts that would otherwise be payable upon Executivepursuant to this Agreement and benefits that would otherwise be provided pursuant to this Agreement, in each case, during the six-month period immediately following the Employee’s separation from service and (iii) under the terms of this Release would will instead be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until paid or made available on the earlier to occur of (ai) the six-month anniversary first business day of the seventh month following the date of the Employee’s separation from service or (bii) the date of ExecutiveEmployee’s death.. Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Code Section 409A.

Code Section 409A. Notwithstanding any provision of this Release to the contrary, this Release will be construed, administered or deemed amended as necessary (a) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation ). Payments of “Non-Qualified Deferred Compensation” (as such term is defined under Code Section 409A(a)(1409A and the regulations promulgated thereunder) to the extent subject to may only be made under this Agreement upon an event and in a manner permitted by Code Section 409A. HoweverFor purposes of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no circumstances later than the last day of the calendar year following the year in which the expense in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, you on account of your separation from service until the first to occur of (i) the date of your death or (ii) the date which is one day after the six month anniversary of your separation from service, and in either case only if you are a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of your separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of your employment with the Company shall be withheld until you incur both (i) a termination of your employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, Western Unionas such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this Section 10 shall not be construed as a guarantee by the Company of any particular tax effect to you under this Agreement, under any plan or their subsidiaries program sponsored or Affiliates maintained by the Company or under any of their employees, officers, directors, service providers or agents have any liability other agreement by and between you and the Company. The Company shall not be liable to Executive you for any taxesadditional tax, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties penalty or interest imposed under Code Section 409A. The payments to Executive pursuant to 409A nor for reporting in good faith any payment made under this Release are intended to be exempt from Agreement or under any such other plan, program or agreement as an amount includible in gross income under 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of 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 Executive’s death.409A.

Code Section 409A. Notwithstanding The parties agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A of the Code and the Treasury regulations and guidance promulgated thereunder (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In no event whatsoever will Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Release to Agreement providing for the contrary, this Release will be construed, administered payment of any amounts or deemed amended as necessary to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the benefits considered “Code”) to avoid taxation nonqualified deferred compensation” under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, 409A upon or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 following 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” employment unless such terms shall be deemed to refer to Executive’s termination is also a “separation from service,” within the meaning of Code Section 409A. Notwithstanding 409A and, for purposes of any other such provision in of this ReleaseAgreement, if references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of that term under Code Section 409A409A(a)(2)(B), (ii) then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable upon Executive’s separation from service and (iii) under the terms on account of this Release would be payable prior to the six-month anniversary of Executive’s a “separation from service, ,” such payment or benefit shall be delayed until made or provided at the date which is the earlier to occur of (ai) the six-month anniversary expiration of the six (6)-month period measured from the date of such “separation from service or service” of Executive, and (bii) the date of Executive’s deathdeath (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Subsection 8.11 shall be paid (without interest) on the first business day following the expiration of the Delay Period to Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of Company.

Code Section 409A. Notwithstanding any provision The termination benefits provided by Section 6 of this Release to the contrary, this Release will be construed, administered or deemed amended as necessary to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release Agreement are intended to be exempt from Code Section 409A of the Code, whether pursuant 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 exception provided under Treasury regulation §Regulation 1.409A-1(b)(4), and then under the involuntary separation pay exemption pursuant to plan exception provided under Treasury regulation §Regulation Section 1.409A-1(b)(9)(iii), and for this purpose each payment shall be considered a separate payment or otherwise, such that none of the determination termination benefits to be provided hereunder will be subject to the six (6) month delay imposed by Section 409A of whether a the Code, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within . Notwithstanding the meaning of Code Section 409A. Notwithstanding any other provision in this Releaseforegoing, if Executive is a “specified employee,” as defined in within the meaning of Section 409A of the CodeCode and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of Executive’s termination (other than due to death), as and any portion of the termination benefits payable to Executive pursuant to this Agreement, when considered together with any other severance payments or separation benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) could (under any set of circumstances) be paid after March 15 of the calendar year following the calendar year containing the date of Executive’s separation from servicetermination, then only that portion of the Deferred Compensation Separation Benefits which do not exceed the Section 409A Limit (as defined below) may be made within the first six (6) months following Executive’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. For these purposes, each severance payment is hereby designated as a separate and distinct payment (and the right to a series of installment payments will be treated as a right to a series of separate and distinct payments) and will not collectively be treated as a single payment. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit shall accrue and, to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary portion of the separation from service or (b) the date of Executive’s death.Deferred Compensation Separation Benefits

Code Section 409A. Payments made pursuant to this Plan and the Agreement are intended to qualify for an exemption from or comply with Section 409A. Notwithstanding any provision of this Release in the Agreement, the Company reserves the right, to the contraryextent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Release will Agreement to ensure that all PSUs granted to Participants who are United States taxpayers are made in such a manner that either qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Plan or the PSUs shall be construed, administered exempt from or deemed amended as necessary to comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any PSUs granted thereunder. If this Agreement fails to meet the requirements of Section 409A 409A, neither the Company nor any of its affiliates shall have any liability for any tax, penalty or interest imposed on the Internal Revenue Code of 1986Participant by Section 409A, as amended (and the “Code”) to avoid taxation under Code Section 409A(a)(1) to Participant shall have no recourse against the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates Company or any of their employeesits affiliates for payment of any such tax, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties penalty or interest imposed under Code by Section 409A. The Notwithstanding anything to the contrary in this Agreement, these provisions shall apply to any payments and benefits otherwise payable to Executive pursuant or provided to the Participant under this Release are intended to Agreement. For purposes of Section 409A, each “payment” (as defined by Section 409A) made under this Agreement shall be considered a “separate payment.” In addition, for purposes of Section 409A, payments shall be deemed exempt from Code the definition of deferred compensation under Section 409A to the maximum fullest extent possible, first, to possible under (i) 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 deferral” exemption of Treasury regulation §Regulation § 1.409A-1(b)(4), and then under the (ii) (with respect to amounts paid as 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 no later than the determination of whether a payment qualifies as a short-term deferral shall be made without regard to whether other payments so qualify and second calendar year following the determination of whether a payment qualifies under calendar year containing 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to ExecutiveParticipant’s “separation from service,” (as defined for purposes of Section 409A)) the “two years/two-times” involuntary separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference. For purposes of making a payment under this Agreement, if any amount is payable as a result of a Substantial Corporate Change, such event must also constitute a “change in ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive If the Participant is a “specified employee,” as defined in Section 409A (and as applied according to procedures of the Code, Company and its affiliates) as of his separation from service, to the date extent any payment under this Agreement constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A), and such payment is payable by reason of Executive’s a separation from service, then to the extent any amount payable required by Section 409A, no payments due under this Release Agreement may be made until the earlier of: (i) constitutes the payment first day of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under seventh month following the terms of this Release would be payable prior to the six-month anniversary of ExecutiveParticipant’s separation from service, such payment shall be delayed until the earlier to occur of or (aii) the Participant’s date of death; provided, however, that any payments delayed during this six-month anniversary period shall be paid in the aggregate in a lump sum, without interest, on the first day of the seventh month following the Participant’s separation from service or (b) the date of Executive’s deathservice.

Code Section 409A. Notwithstanding any other provision of in this Release Agreement to the contrary, this Release will be construed, administered or deemed amended as necessary to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) if and to the extent subject to that Code Section 409A. However409A is deemed to apply to any benefit under this Agreement, under no circumstances shall it is the Companygeneral intention of the Corporation that such benefits shall, Western Unionto the extent practicable, comply with, or their subsidiaries or Affiliates or any of their employeesbe exempt from, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments 409A, and this Agreement shall, to Executive the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Release Agreement that are intended to be otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the maximum extent possible, first, to event that the extent such payments are scheduled Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be paid and are in fact paid during the short-term deferral period, a “specified employee” (as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4defined under Code Section 409A), and then under the separation pay exemption pursuant any payment of deferred compensation subject 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 Code Section 409A to be made without regard to whether other payments so qualify and the determination of whether Executive upon a payment qualifies under the separation pay exemption shall from service may not be made without regard to any payments which qualify as short-term deferralsbefore the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to Executive during the six months following his separation from service, if any, will be accumulated and paid to Executive during the seventh month following his separation from service, and any amounts under remaining payments due will be made in their ordinary course as described in this Release are payable by reference to Executive’s Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from employmentservice” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such terms installment shall be deemed to refer to Executive’s “separation from service,” within the meaning be a separate payment for purposes of Code Section 409A. Notwithstanding Further, (i) in the event that Code Section 409A requires that any other provision special terms, provisions, or conditions be included in this Release, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from serviceAgreement, then such terms, provisions, and conditions shall, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of benefit thereunder shall be deemed not to comply with Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under then neither the terms of this Release would be payable prior to Corporation, the six-month anniversary of Executive’s separation from serviceBoard, such payment the Compensation Committee, nor its or their designees or agents shall be delayed until the earlier liable to occur of (a) the six-month anniversary of the separation from service Executive or (b) the date of Executive’s deathany other person for actions, decisions, or determinations made in good faith.

Code Section 409A. Notwithstanding any provision (a) It is the intention of both the Company and Executive that the benefits and rights to which Executive could be entitled pursuant to this Release to the contrary, this Release will Agreement be construed, administered or deemed amended as necessary to comply with the requirements of exempt from Code Section 409A of the Internal Revenue Code of 1986to the maximum extent possible or, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release they are intended to be not exempt from Code Section 409A to 409A, that they be compliant with Code Section 409A, and the maximum extent possible, first, provisions of this Agreement shall be construed in a manner consistent with that intention. If and to the extent such payments are scheduled required to comply with Code Section 409A, no payment or benefit required 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 Agreement on account of whether a payment qualifies as a short-term deferral termination of Executive’s employment shall be made without regard to whether other payments so qualify unless and the determination of whether until Executive incurs 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in provisions of this ReleaseAgreement to the contrary, if the Executive is a “specified employee,Executive” as defined in (within the meaning of Code Section 409A of and determined pursuant to procedures adopted by the Code, as of Company in compliance with Code Section 409A) at the date time of Executive’s separation from service, then to the extent any amount payable under this Release service (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A) and if any portion of the payments or benefits to be received by the Executive upon separation from service would be considered deferred compensation under Code Section 409A (that does not qualify for an exemption from Code Section 409A), any such deferred compensation amounts that would otherwise be payable pursuant to this Agreement during the six (ii) is payable upon 6)-month period immediately following the Executive’s separation from service and (iii) under the terms of this Release any such benefits that would be payable prior deferred compensation and that would otherwise be provided pursuant to this Agreement during the six-month anniversary of six (6)-month period immediately following the Executive’s separation from service, such payment service shall instead be delayed until paid or made available on the earlier to occur of of: (ai) the six-month first business day following the six (6)-month anniversary of the date of the Executive’s separation from service or (bii) the date of Executive’s death. Each payment under this Agreement will be treated as a separate payment for purposes of Section 409A. To the extent that any payments made or benefits provided pursuant to this Agreement are reimbursements or in-kind payments, to the extent necessary to comply with Code Section 409A, the amount of such payments or benefits during any calendar year will not affect the amounts or benefits provided in any other calendar year, the payment date will in no event be later than the last day of the calendar year immediately following the calendar year in which an expense was incurred, and the right to any such payments or benefits will not be subject to liquidation or exchange for another payment or benefit. (b) Notwithstanding anything to the contrary, the Company does not make any representation to Executive that the payments or benefits provided under this Agreement are exempt from, or satisfy, the requirements of Code Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless Executive or any beneficiary of Executive for any tax, additional tax, interest or penalties that Executive or any beneficiary of Executive may incur in the event that any provision of this Agreement or any other action taken with respect thereto is deemed to violate any of the requirements of Code Section 409A.

Code Section 409A. Notwithstanding any provision of this Release to The Company intends that the contrary, this Release will be construed, administered or deemed amended as necessary to comply with Performance Shares shall not constitute “deferred compensation” within the requirements meaning of Section 409A of the Internal Revenue Code and this Grant Agreement shall be interpreted based on such intent. In view of 1986uncertainty surrounding Section 409A of the Code, however, if the Company determines after the Grant Date that an amendment to this Grant Agreement is necessary or advisable so that the Performance Shares will not be subject to Section 409A of the Code, or alternatively so that they comply with Section 409A of the Code, it may make such amendment, effective as amended (of the “Code”) to avoid taxation under Code Section 409A(a)(1) Grant Date or at any later date, without the consent of the Holder. Notwithstanding anything in this Grant Agreement to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to be exempt from Code Section 409A to the maximum extent possible, firstcontrary, to the extent such payments are scheduled to be paid and are in fact paid during that any payment or benefit constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A of the short-term deferral period, as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4)Code, and then under such payment or benefit would otherwise be payable or distributable hereunder by reason of the separation pay exemption pursuant Holder’s Termination of Employment, all references to Treasury regulation §1.409A-1(b)(9)(iii), and for this purpose each payment the Holder’s Termination of Employment shall be considered construed to mean 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within as defined in Treasury Regulation Section 1.409A-1(h) (a “Separation from Service” ), and the meaning Holder shall not be considered to have a Termination of Code Section 409A. Employment unless such termination constitutes a Separation from Service with respect to the Holder. Notwithstanding any other provision anything in this ReleaseGrant Agreement to the contrary, if Executive a Holder is deemed by the Company at the time of the Holder’s Separation from Service to be a “specified employee,” as defined in for purposes of Section 409A 409A(a)(2)(B)(i) of the Code, as of the date of Executive’s separation from service, then to the extent delayed commencement of any amount payable portion of the benefits to which Holder is entitled under this Release Grant Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Holder’s benefits shall not be provided to Holder until the earlier of (i) constitutes the payment expiration of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of Executive’s separation period measured from service, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary date of the separation Holder’s Separation from service Service or (bii) the date of Executivethe Holder’s death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to the preceding sentence shall be paid or distributed in a lump sum to Holder (or to Holder’s estate or beneficiaries), and any remaining payments due to Holder under this Grant Agreement shall be paid or distributed as otherwise provided herein. A Holder’s right to receive any installment payments under this Grant Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii).

Code Section 409A. Notwithstanding any provision of a. The Employment Letter as amended by this Release to the contrary, this Release will be construed, administered or deemed amended as necessary Second Amendment Agreement is intended to comply with the requirements of Code Section 409A. Accordingly, all provisions herein shall be construed and interpreted to comply with Code Section 409A and if necessary, any such provision shall be deemed amended to comply with Code Section 409A and the regulations thereunder. b. Notwithstanding any provision to the contrary in this Second Amendment Agreement, no Severance Benefits to which you otherwise become entitled under Section 7.D. shall be made or provided to you prior to the earlier of (i) the expiration of the 6–month period measured from the date of your Separation from Service or (ii) the date of your death, if you are deemed, pursuant to procedures established by the Compensation Committee of PWI’s Board in accordance with the applicable standards of Code Section 409A and the Treasury Regulations thereunder and applied on a consistent basis for all non–qualified deferred compensation plans subject to Code Section 409A, to be a “specified employee” at the time of such Separation from Service and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the applicable Code Section 409A(a)(2) deferral period, all Severance Benefits that otherwise would have been payable or reimbursed to you during the deferral period shall be paid or reimbursed to you in a lump sum, and any remaining Severance Benefits due to you pursuant to Section 7.D. shall be paid or provided in accordance with Section 7.D.1. The specified employees subject to such a delayed commencement date shall be identified on December 31 of each calendar year. If you are so identified on any such December 31, you shall have specified employee status for the 12–month period beginning on April 1 of the following calendar year. c. Unless required by Code Section 409A, the 6–month holdback set forth in Section 7.D.4.b. above shall not be applicable to (i) any Severance Benefits under Sections 7.D.1. that qualify as Short–Term Deferral Payments and (ii) any remaining portion of such Severance Payments paid after your Separation from Service to the extent (A) that the dollar amount of those payments does not exceed two times the lesser of (x) your annualized compensation (based on your annual rate of pay for the calendar year preceding the calendar year of your Separation from Service, adjusted to reflect any increase during that calendar year which was expected to continue indefinitely had your Separation from Service not occurred) or (y) the maximum amount of compensation that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986for the year in which you had a Separation from Service, as amended and (the “Code”B) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release such Severance Payments are intended to be exempt from Code Section 409A made to you no later than 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A last day of the Code, as of second calendar year following the date of Executive’s separation calendar year in which the Separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of 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 Executive’s deathService occurs.”

Code Section 409A. Notwithstanding To the extent (a) any provision payments or benefits to which you become entitled under this Agreement, or under any other agreement or Company plan, in connection with your retirement or termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (b) you are deemed at the time of such retirement or termination of employment to be a “specified employee” under Section 409A of the Code, then such payments shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of your “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code) from the Company; or (ii) the date of your death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) tax for which you would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Release Section 11 shall be paid to the contrary, this Release you or your beneficiary in one ▇▇▇▇▇▇ ▇▇▇▇ payment (without interest). Any retirement or termination of your employment is intended to constitute a “separation from service” and will be construed, determined consistent with the rules relating to a “separation from service” as such term is defined in Treasury Regulation Section 1.409A-1. This Agreement shall be interpreted and administered in a manner so that any amount or deemed amended as necessary to comply benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Internal Revenue Code and applicable regulations thereunder. It is intended that each installment of 1986the payments provided hereunder constitute separate “payments” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to be exempt from Code Section 409A to the maximum greatest extent possible, first, to the extent such payments are scheduled to be paid exemptions from the application of Section 409A of the Code (and are in fact paid during the any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral period, deferral”) and Section 1.409A-1(b)(9) (as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and then under the a “separation pay exemption pursuant due to Treasury regulation §1.409A-1(b)(9)(iiiinvoluntary separation”), 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 Release are payable by reference to Executive’s payment hereunder may be classified as a “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A of the Code under another provision of Section 409A. Notwithstanding 409A of the Code. To the extent that any other provision in payment under this Release, if Executive Agreement is a “specified employee,” subject to Section 409A of the Code and ambiguous as defined in to its compliance with Section 409A of the Code, as the provision will be read in such a manner so that all payments hereunder comply with Section 409A of the date of Executive’s separation from serviceCode. Except as otherwise expressly provided herein, then to the extent any amount payable expense reimbursement or the provision of any in-kind benefit under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Agreement is determined to be subject to Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary 409A of the separation from service Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (b) except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the date last day of Executive’s death.the calendar year following the calendar year in which you incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. ▇▇▇▇▇▇ ▇▇▇▇

Code Section 409A. (a) Notwithstanding anything to the contrary in the Agreement, Appendices A and B and/or the Plan, if the Grantee is a “specified employee” within the meaning of Section 409A (as defined below) at the time of the Grantee’s separation from service, then any provision payment of Shares pursuant to Vested RSUs (if any) that otherwise would be payable in connection with the Grantee’s separation from service within the six (6) month period immediately following the date of the Grantee’s separation of service will not be made until the date that is six (6) months and one (1) day following the date of the Grantee’s separation from service, unless the Grantee dies following his separation from service, in which case, the Vested RSUs (as defined in Appendix B) not otherwise paid to the Grantee will be paid in Shares to the administrator or executor of the Grantee’s estate, on a date as soon as practicable after the date of the Grantee’s death and all other payments will be payable in accordance with the payment schedule applicable to each payment or benefit. (b) It is the intent of this Release to Agreement and Appendices A and B that the contrary, payments and benefits provided under this Release will be construed, administered or deemed amended as necessary to Agreement and Appendices A and B comply with the requirements of Section 409A so that none of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation payments and benefits provided under Code Section 409A(a)(1) this Agreement and Appendices A and B or Shares issuable hereunder will be subject to the extent subject additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or so comply. Each payment and benefit payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are Agreement and Appendices A and B is 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 constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. The Company and the Grantee agree to work together in good faith to consider amendments to this Agreement and Appendices A and B and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition, before actual payment to the Grantee, under Section 409A. In no event will the Grantee have discretion, directly or indirectly, to determine the taxable year of any payments under this Agreement. In no event will the Company (or any Related Entity) reimburse the Grantee for any taxes or other costs that may be imposed on the determination of whether a payment qualifies Grantee as a short-term deferral shall be made without regard result of Section 409A. (c) Notwithstanding anything to whether other payments so qualify the contrary in the Agreement, Appendices A and B and/or the determination Plan, any references to the Grantee’s cessation of whether a payment qualifies under the separation pay exemption shall be made without regard to any payments which qualify his status as short-term deferrals. To the extent any amounts under this Release are payable by reference to Executive’s “an Employee, termination of employment” , or “similar terms will mean the Grantee’s separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” service within the meaning of Code Section 409A. Notwithstanding any other provision in this Release409A, if Executive is a “specified employee,” and the Termination Date (as defined in Section 409A of the CodeAppendix B), as of will mean the date of Executivethe Grantee’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, service within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of 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 Executive’s death.409A.

Code Section 409A. Notwithstanding any provision of this Release Although the Company does not guarantee to the contraryExecutive any particular tax treatment relating to the payments made or benefits provided to the Executive in connection with the Executive’s employment with the Company, it is intended that this Release will be construed, administered or deemed amended as necessary to Agreement comply with the requirements provisions of Section 409A of the Internal Revenue Code of 1986, as amended amended, and all regulations, guidance and other interpretive authority issued thereunder (the “Code”) to avoid taxation under Code Section 409A(a)(1) 409A”), or be exempt therefrom, and this Agreement shall be construed and applied in a manner consistent with this intent. However, notwithstanding anything herein to the extent subject contrary, in no event whatsoever shall the Company or any of its affiliates be liable for any tax, additional tax, interest or penalty that may be imposed on the Executive pursuant to Code Section 409A. However, under no circumstances shall the Company, Western Union, 409A or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under damages for failing to comply with Code Section 409A. The payments to Executive pursuant to this Release are 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s employment must constitute a “separation from service,” within under Code Section 409A for purposes of any provision of this Agreement providing for the meaning payment of any amounts or benefits upon or following a termination of employment; provided, further, that in the event the period during which the Executive is entitled to consider (and revoke, if applicable) this Agreement spans two calendar years, then any payment that otherwise would have been payable during the first calendar year will in no case be made until the later of (a) the end of the revocation period (assuming the Executive does not revoke this Agreement prior to the end of such period) and (b) the first business day of the second calendar year (regardless of whether the Executive has used the full time period allowed for consideration of this Agreement), as and to the extent required for purposes of Code Section 409A; and provided, further, that the Company shall have the right to offset against such severance pay any then-existing documented and bona fide monetary debts the Executive owes to the Company or any of its subsidiaries, but only to the extent permissible under Code Section 409A. Notwithstanding any other provision in this Releaseherein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent that the reimbursement of any amount payable expenses or the provision of any in-kind benefits under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Agreement is subject to Code Section 409A, (i) reimbursement of any such expense shall be made by no later than December 31 of the calendar year immediately following the calendar year in which such expense is incurred; (ii) is payable upon Executive’s separation from service any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Each and every payment under the terms of this Release would be payable prior to the six-month anniversary of Executive’s separation from service, such payment Agreement shall be delayed until treated as a right to receive a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the earlier to occur actual date of (a) payment within the six-month anniversary specified period shall be within the sole discretion of the separation from service or (b) the date of Executive’s deathCompany.

Code Section 409A. Notwithstanding To the extent applicable, it is intended that this Agreement and any provision of this Release to the contrary, this Release will be construed, administered or deemed amended as necessary to payment made hereunder shall comply with the requirements of Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code of 1986, as amended (the “CodeSection 409A”) and this Agreement shall be interpreted accordingly; provided that, for the avoidance of doubt, nothing in this Agreement or otherwise shall be construed to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, require a gross-up or their subsidiaries or Affiliates or any other reimbursement payment in respect of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, interest or penalties or interest due imposed on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning result of Code Section 409A. Notwithstanding Any provision that would cause the Agreement or any other provision in this Release, if Executive is a “specified employee,” as defined in payment hereof to fail to satisfy Code Section 409A of shall have no force or effect until amended in the Codeleast restrictive manner necessary to comply with Code Section 409A, as of the date of Executive’s separation from service, then which amendment may be retroactive to the extent any amount payable permitted by Code Section 409A. Each payment under this Release (i) constitutes Agreement shall be treated as a separate payment for purposes of Code Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the payment of nonqualified deferred compensation, within the meaning requirements of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of Executive’s separation from serviceincluding, such payment shall be delayed until the earlier to occur of without limitation, that (a) in no event shall reimbursements by Remy under this Agreement be made later than the six-month anniversary end of the separation from service or calendar year next following the calendar year in which the applicable fees and expenses were incurred; (b) the date amount of Executivein-kind benefits that Remy is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that Remy is obligated to pay or provide in any other calendar year; (c) ▇▇▇▇▇’▇ right to have Remy pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (d) in no event shall Remy’s deathobligations to make such reimbursements or to provide such in-kind benefits apply later than ▇▇▇▇▇’▇ remaining lifetime. ▇▇▇▇▇ acknowledges that he has been advised to consult with an attorney and any other advisors of ▇▇▇▇▇’▇ choice prior to executing this Agreement, and ▇▇▇▇▇ further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Remy or its affiliates, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax law. Neither Remy nor ▇▇▇▇▇ is aware of any payments or benefits made or to be made by Remy or any affiliate thereof to ▇▇▇▇▇ that should be subject to any taxes, interest or penalties under Code Section 409A. [Remainder of page is intentionally blank.]

Code Section 409A. Notwithstanding (a) It is intended that payments and benefits made or provided under this Agreement shall comply with Section 409A of the Code or an exemption thereto. Any payments that qualify for the "short-term deferral" exception, the separation pay exception or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception or any provision other exception or exclusion under Section 409A of the Code. All payments to be made upon a termination of employment under this Release Agreement may only be made upon a "separation from service" under Section 409A of the Code to the contraryextent necessary in order to avoid the imposition of penalty taxes on Officer pursuant to Section 409A of the Code. In the event the payment of nonqualified deferred compensation subject to Section 409A of the Code is contingent on execution of a release of claims and the designated period to execute the release of claims crosses two taxable years, payment of such nonqualified deferred compensation shall be made in the second taxable year. In no event may Officer, directly or indirectly, designate the calendar year of any payment under this Release will Agreement. (b) Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that are subject to Section 409A of the Code shall be construed, administered or deemed amended as necessary to comply made in accordance with the requirements of Section 409A of the Internal Revenue Code Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Officer's lifetime (or during a shorter period of 1986time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement, as amended or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the “Code”reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to avoid taxation under Code Section 409A(a)(1reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (c) Notwithstanding any other provision of this Agreement to the extent subject to Code Section 409A. Howevercontrary, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any if Officer is considered a "specified employee" for purposes of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to be exempt from Code Section 409A to of the maximum extent possible, first, to Code (as determined in accordance with the extent such payments are scheduled to be paid and are methodology established by Umpqua as in fact paid during effect on the short-term deferral period, date of Officer's separation from service (as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4determined in accordance with Section 409A of the Code)), and then under the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii), and for this purpose each any 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is otherwise due to Officer under this Agreement during the six-month period immediately following Officer's separation from service on account of Officer's separation from service shall be accumulated and paid to Officer on the first business day of the seventh month following his separation from service (the "Delayed Payment Date"). If Officer dies during the postponement period, the amounts and entitlements delayed on account of Section 409A. Notwithstanding 409A of the Code shall be paid either to Officer's beneficiary or the personal representative of his estate on the first to occur· of the Delayed Payment Date or 30 calendar days after the date of Officer's death. (d) Despite any other contrary provision in of this ReleaseAgreement, if Executive any references to termination of employment or date of termination shall mean and refer to the date of Officer's "separation from service" as that term is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code and Treasury Regulation Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the sixl.409A-month anniversary of 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 Executive’s deathl(h).

Code Section 409A. (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (b) Notwithstanding any provision of this Release to the contrary, this Release will if Executive is deemed on the Date of Termination to be construed, administered or deemed amended as necessary to comply with a “specified employee” within the requirements meaning of that term under Section 409A 409A(a)(2)(B) of the Internal Revenue Code of 1986Code, as amended (the “Code”) then with regard to avoid taxation any payment that is considered non-qualified deferred compensation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any 409A payable on account of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within such payment or benefit shall be made or provided at the meaning date which is the earlier of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A (i) the expiration of the Code, as of six‑month period measured from the date of Executive’s such “separation from service” of Executive, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, and (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of 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 Executive’s deathdeath (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred.

Code Section 409A. Notwithstanding any provision of The parties intend for this Release to the contrary, this Release will be construed, administered or deemed amended as necessary Agreement to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under ). Any term used in this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to be exempt from Code Agreement which is defined in Section 409A or the Treasury Regulations thereunder shall have the meaning set forth therein unless otherwise specifically defined herein. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A and all related rules and Treasury Regulations thereunder in order to preserve the maximum extent possiblepayments and benefits provided hereunder without additional cost to either party. If Employee is a “specified employee” of the Company within the meaning of Section 409A, first, to the extent such any payments are scheduled to that would otherwise be paid and are in fact paid during the shortsix-term deferral periodmonth period following the Date of Separation that constitute “deferred compensation” within the meaning of Section 409A of the Code, as short-term deferrals taking into account all applicable exceptions, will be deferred and paid on the date which is the first payroll date that is at least six months and one day following the Date of Separation. The Company makes no representation or warranty and shall have no liability to Employee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption or exception from, or the conditions of, Section 409A. Each payment under this Agreement, including each installment of transition payments payable pursuant to Treasury regulation §1.409A-1(b)(4)Paragraph Three (3) of this Agreement, 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 and not one of whether a payment qualifies as a shortseries of payments for purposes of Section 409A. All reimbursements and in-term deferral kind benefits provided under this Agreement shall be made without regard to whether other payments so qualify and or provided in accordance with the determination requirements of whether a payment qualifies under Section 409A, including, where applicable, 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release requirement that (i) constitutes the payment any reimbursement shall be for expenses incurred during such period of nonqualified deferred compensation, within the meaning of Code Section 409Atime specified in this Agreement, (ii) is payable upon Executive’s separation from service and the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) under the terms reimbursement of this Release would an eligible expense will be payable prior to made on or before the six-month anniversary last day of Executive’s separation from service, such payment shall be delayed until the earlier to occur of calendar year following the year in which the expense is incurred and (aiv) the sixright to reimbursement or in-month anniversary of the separation from service kind benefits is not subject to liquidation or (b) the date of Executive’s deathexchange for another benefit. NOTICE TO EMPLOYEE: READ BEFORE SIGNING. THIS DOCUMENT CONTAINS A RELEASE OF ALL CLAIMS PRIOR TO AND INCLUDING THE DATE OF EMPLOYEE’S EXECUTION OF THIS AGREEMENT.

Code Section 409A. (i) The intent of the parties is that payments and benefits under this Agreement comply with or otherwise be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be either exempt from or in compliance therewith. In no event shall Employer or the Parent be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (ii) Notwithstanding any other payment schedule provided herein to the contrary, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under Section 1 hereof that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 1(d) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Release to Agreement providing for the contrary, this Release will be construed, administered payment of any amounts or deemed amended as necessary to comply with benefits that constitute “nonqualified deferred compensation” (within the requirements meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1409A) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, upon or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 following 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” employment unless such terms shall be deemed to refer to Executive’s termination is also a “separation from service,” within the meaning of Code Section 409A. 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iv) For purposes of Code Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (v) Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent contrary, in no event shall any amount payable payment under this Release (i) Agreement that constitutes the payment of “nonqualified deferred compensation, ” (within the meaning of Code Section 409A) be subject to offset by any other amount unless otherwise permitted by Code Section 409A. (vi) To the extent that any reimbursement of expenses or in-kind benefits constitute “nonqualified deferred compensation” (within the meaning of Code Section 409A), such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred, the amount of any expenses reimbursed or in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits provided in any subsequent year (iiother than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) is payable upon of the Code), and Executive’s separation from service and right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit. (iiivii) under the terms of this Release would be payable prior Notwithstanding anything to the six-month anniversary contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Code Section 409A) due under this Agreement as a result of Executive’s separation from servicetermination of employment are subject to Executive’s execution and delivery of a Release, such payment (A) Employer shall be delayed until deliver the earlier Release to occur of (a) the six-month anniversary of the separation from service or (b) Executive within ten days following the date of Executive’s deathtermination of employment, (B) provided Employer timely complies with its obligation under clause (A), if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes his or her acceptance of the Release thereafter, he shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (C) in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as “nonqualified deferred compensation” (within the meaning of Code Section 409A) shall be made in the later taxable year. For purposes of this Section 1(d)(vii) “Release Expiration Date” shall mean the date that is 31 days following the date of Executive’s termination of employment, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 55 days following the date of Executive’s termination of employment. To the extent that any payments of nonqualified deferred compensation (within the meaning of Code Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 1(d)(vii), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to clause (C) of this Section 1(d)(vii), on the first payroll period to occur in the subsequent taxable year, if later.

Code Section 409A. Notwithstanding any provision of Company and Employee agree that this Release to the contrary, this Release Agreement will be construed, administered or deemed amended as necessary interpreted to comply with the requirements of or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (and the “Code”) to avoid taxation under Code Section 409A(a)(1) regulations and guidance promulgated thereunder to the extent subject to Code applicable (collectively “Section 409A”) and all provisions of this Agreement will be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. HoweverNotwithstanding any other provision of this Agreement, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable payments provided under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to Agreement may only be exempt from Code made upon an event and in a manner that complies with Section 409A to the maximum extent possible, first, to the extent such or an applicable exemption. Any payments are scheduled to under this Agreement that may be paid and are in fact paid during the short-term deferral period, excluded from Section 409A either as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and then under the separation pay exemption pursuant due 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 an involuntary separation from service or as a short-term deferral shall be made without regard excluded from Section 409A to whether other payments so qualify and the determination maximum extent possible. For purposes of whether a Section 409A, each installment payment qualifies provided under the separation pay exemption this Agreement shall be treated as a separate payment. Any payments to be made without regard to any payments which qualify as short-term deferrals. To the extent any amounts under this Release are payable by reference to Executive’s “Agreement upon a termination of employment” or “separation from employment” employment shall only be made if such terms shall be deemed to refer to Executive’s termination of employment constitutes a “separation from service,” within the meaning of Code under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Employee on account of non-compliance with Section 409A. (a) Notwithstanding any other provision in of this ReleaseAgreement, if Executive at the time of Employee’s termination of employment, he is a “specified employee,” as defined ”, determined in accordance with Section 409A of the Code409A, as of the date of Executive’s separation from service, then to the extent any amount payable payments and benefits provided under this Release (i) constitutes the payment of Agreement that constitute “nonqualified deferred compensation, within the meaning ” subject to Section 409A that are provided to Employee on account of Code Section 409A, (ii) is payable upon Executive’s his separation from service and (iii) under shall not be paid until the terms of this Release would be payable prior first payroll date to occur following the six-month anniversary of ExecutiveEmployee’s separation from service, termination date (“Specified Employee Payment Date”). The aggregate amount of any payments that would otherwise have been made during such payment six-month period shall be delayed until paid in a lump sum on the earlier to occur of (a) Specified Employee Payment Date without interest and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. If Employee dies during the six-month anniversary of the separation from service or period, any delayed payments shall be paid to Employee’s estate in a lump sum upon Employee’s death. (b) To the date extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of Executive’s deathexpenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to Employee on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

Code Section 409A. Notwithstanding (i) if any provision of this Release Agreement (or of any award of compensation, including equity compensation or benefits) would cause you to incur any additional tax or interest under Section 409A of the contraryCode or any regulations or Treasury guidance promulgated thereunder, this Release will be construedthe Company shall, administered or deemed amended as necessary after consulting with you, reform such provision to comply with Section 409A of the requirements Code; provided, that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to you of the applicable provision without violating the provisions of Section 409A of the Internal Revenue Code, (ii) Notwithstanding any provision to the contrary in this Agreement, if you are deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code and the Company is a public company, then the payments specified as being subject to this Section 11 (b)(ii) shall not be made or provided (subject to the last sentence hereof) prior to the earlier of 1986, (A) the expiration of the six month period measured from the date of your “separation from service” (as amended such term is defined in Treasury Regulations issued under Code Section 409A) or (B) the date of your death (the “CodeDelay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 11 (b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to avoid taxation you in a lump sum, and any remaining payments due under Code Section 409A(a)(1this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the extent payment of any amounts or benefits subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, 409A upon or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 following 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” employment unless such terms shall be deemed to refer to Executive’s termination is also a “separation from service,” within the meaning of Code Section 409A. Notwithstanding 409A and, for purposes of any other such provision in of this ReleaseAgreement, if Executive is references to a “specified employeetermination,” as defined in Section 409A “termination of the Code, as of the date of Executive’s employment” or like terms shall mean “separation from service.” (iv) (a) All expenses or other reimbursements as provided herein shall be payable in accordance with the Company’s policies in effect from time to time, then but in any event shall be made on or prior to the extent any amount payable under this Release last day of the taxable year following the taxable year in which such expenses were (iv) constitutes the payment of nonqualified deferred compensation, within the meaning For purposes of Code Section 409A, your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of Executive’s separation from servicee.g., such “payment shall be delayed until the earlier to occur of made within thirty (a30) the six-month anniversary of the separation from service or (b) days following the date of Executive’s deathtermination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

Code Section 409A. Notwithstanding This Employment Agreement is intended to satisfy the requirements of Code Section 409A, the 409A Regulations, and other guidance, including transition rules, issued thereunder, or an applicable exemption from status as deferred compensation thereunder. Each provision and term of this Employment Agreement should be interpreted accordingly, but if any provision of this Release or term would be prohibited by or inconsistent with Code Section 409A, the 409A Regulations, or such other guidance, the parties agree that such provision or term may be amended to the contrary, this Release will be construed, administered or deemed amended as extent necessary to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive qualify for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to be exempt an exemption from Code Section 409A, the 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)Regulations, and then such other guidance, in a manner determined by independent counsel selected by the Corporation and reasonably acceptable to Employee. For purposes of Code Section 409A, installment payments under the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii), and for this purpose each payment Agreement shall be considered a separate payment such that the determination of whether a payment qualifies treated as a short-term deferral shall be made without regard series of separate payments. Notwithstanding any other provision of this Agreement, if any payment or benefit provided 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 Release are payable by reference to ExecutiveEmployee in connection with Employee’s “termination of employment” or employment is determined to constitute “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,nonqualified deferred compensation” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive 409A and Employee is determined to be a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service409A(a)(2)(b)(i), then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of Executive’s separation from service, such payment or benefit shall not be delayed paid until the earlier first payroll date to occur of (a) following the six-month anniversary of the separation from service date of termination or (b) if sooner the date of ExecutiveEmployee’s deathdeath (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Employee (or Employee’s beneficiary) in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

Code Section 409A. Notwithstanding any provision of this Release Agreement to the contrary, this Release Agreement will be construed, administered or deemed amended as necessary to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall will the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this ReleaseAgreement, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release Agreement are 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 will be considered a separate payment such that the determination of whether a payment qualifies as a short-term deferral shall will be made without regard to whether other payments so qualify and the determination of whether a payment qualifies under the separation pay exemption shall will be made without regard to any payments which qualify as short-term deferrals. To the extent any amounts under this Release Agreement are payable by reference to Executive’s “termination of employment” or “separation from employment,” such terms shall term will be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this ReleaseAgreement, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall will be delayed until the earlier to occur of (a) the six-month anniversary of the separation from service or (b) the date of Executive’s death.

Code Section 409A. Notwithstanding (a) It is intended that payments and benefits made or provided under this Agreement shall comply with Section 409A of the Code or an exemption thereto. Any payments that qualify for the “short-term deferral” exception, the separation pay exception, or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception, or any provision other exception or exclusion under Section 409A of the Code. All payments to be made upon a termination of employment under this Release Agreement may only be made upon a “separation from service” under Section 409A of the Code to the contraryextent necessary in order to avoid the imposition of penalty taxes on Officer pursuant to Section 409A of the Code. In the event the payment of nonqualified deferred compensation subject to Section 409A of the Code is contingent on execution of a release of claims and the designated period to execute the release of claims crosses two taxable years, payment of such nonqualified deferred compensation shall be made in the second taxable year. In no event may Officer, directly or indirectly, designate the calendar year of any payment under this Release will Agreement. (b) Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that are subject to Section 409A of the Code shall be construed, administered or deemed amended as necessary to comply made in accordance with the requirements of Section 409A of the Internal Revenue Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Officer’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (c) Notwithstanding any other provision of this Agreement to the contrary, if Officer is considered a “specified employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by Umpqua as in effect on the date of 1986Officer’s separation from service (as determined in accordance with Section 409A of the Code)), as amended any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is otherwise due to Officer under this Agreement during the six‑month period immediately following Officer’s separation from service on account of Officer’s separation from service shall be accumulated and paid to Officer on the first business day of the seventh month following his separation from service (the “CodeDelayed Payment Date”). If Officer dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid either to Officer’s beneficiary or the personal representative of his estate on the first to occur of the Delayed Payment Date or 30 calendar days after the date of Officer’s death. (d) Despite any contrary provision of this Agreement, any references to avoid taxation under Code Section 409A(a)(1) termination of employment or date of termination shall mean and refer to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any date of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to ExecutiveOfficer’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive as that term is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code and Treasury Regulation Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of 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 Executive’s death1.409A-1(h).

Code Section 409A. If and to the extent that Code Section 409A is deemed to apply to the Award, it is intended that this Agreement and the Award shall, to the extent practicable, be construed in accordance therewith. Notwithstanding any provision to the contrary in this Agreement, if the Participant is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Code Section 409A(a)(2)(B) (after taking into account any applicable exceptions to such requirement), such payment shall be made on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of the Participant’s “separation from service” (with such payment to be made during the seventh month following the “separation from service”), or, if earlier, (ii) the date of the Participant’s death, or as otherwise permitted under Code Section 409A (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 22 shall be paid to Participant in a lump sum. Notwithstanding any provision of this Release Agreement to the contrary, for purposes of any provision of this Release will be construed, administered Agreement providing for the payment of any amounts or deemed amended as necessary to comply with the requirements benefits upon or following a termination of Section 409A employment constituting deferred compensation for purposes of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) 409A, references to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 Release are payable by reference to ExecutiveParticipant’s “termination of employment” or “separation from employment” such terms (and corollary terms) with the Company shall be deemed construed to refer to Executivethe Participant’s “separation from service,” (within the meaning of Code Treas. Reg. Section 409A. Notwithstanding any other provision in 1.409A-1(h)) with the Company. In the event that this ReleaseAward, if Executive this Agreement, or the Plan is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then deemed not to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of comply with Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under then neither the terms Company, the Board of this Release would Directors, the Committee, nor its designees or agents will be payable prior responsible to the six-month anniversary of Executive’s separation from serviceParticipant or any other person for actions, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary of the separation from service decisions, or (b) the date of Executive’s deathdeterminations made in good faith.

Code Section 409A. Notwithstanding any provision It is intended that the terms of this Release to the contrary, this Release will be construed, administered or deemed amended as necessary to Agreement comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and related Treasury regulations (the “CodeSection 409A”) to avoid taxation under Code Section 409A(a)(1) to or an exemption therefrom, and the extent subject to Code Section 409A. Howeverterms of this Agreement will be interpreted accordingly; provided, under no circumstances shall however, that the Company, Western Unionthe Company’s affiliates, or and their subsidiaries or Affiliates or any of their respective employees, officers, directors, service providers or agents and representatives (including, without limitation, legal counsel) will not have any liability to Executive for Employee with respect to any taxes, penalties penalties, interest or interest due on other costs or expenses Employee or any related party may incur with respect to or as a result of Section 409A or for damages for failing to comply with Section 409A. Notwithstanding any provision to the contrary in this Agreement, with respect to any amounts under this Agreement that are determined to be deferred compensation for purposes of Section 409A and payable as a result of Employee’s termination of employment, Employee shall not be deemed to have terminated employment unless and until Employee has experienced a “separation from service” (as that term is used in Section 409A). Each amount to be paid or payable benefit to be provided under this Release, including any taxes, penalties or interest imposed under Code Agreement shall be construed as a separate and distinct payment for purposes of Section 409A. The payments Any reimbursements or in-kind benefits provided to Executive pursuant to this Release are intended to be exempt from Code or for the benefit of Employee that constitute deferred compensation for purposes of Section 409A shall be provided in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv). Accordingly, (i) all such reimbursements will be made not later than the last day of the calendar year after the calendar year in which the expenses were incurred, (ii) any right to such reimbursements or in-kind benefits will not be subject to liquidation or exchange for another benefit, and (iii) the amount of the expenses eligible for reimbursement, or the amount of any in-kind benefit provided, during any taxable year will not affect the amount of expenses eligible for reimbursement, or the in-kind benefits provided, in any other taxable year. Without limiting the foregoing and notwithstanding anything contained herein to the maximum extent possiblecontrary, firston and after the date on which the Company’s stock becomes publicly traded on an established securities market or otherwise, to the extent such payments are scheduled required 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 avoid accelerated taxation or tax penalties 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is amounts that would otherwise be payable upon Executiveand benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between Employee and the Company during the six month period immediately following Employee’s separation from service and (iii) under shall instead be paid on the terms of this Release would be payable prior to first business day after the six-month anniversary of Executivedate that is six months following Employee’s separation from serviceservice (or, such payment shall be delayed until if earlier, Employee's date of death). 6. Except as expressly amended or modified by this First Amendment, the earlier to occur of (a) the six-month anniversary terms and conditions of the separation from service Agreement shall remain in full force and effect. This First Amendment may be executed in one or (b) more counterparts, each of which constitutes an original but all of which constitute one and the date same instrument. This First Amendment may be amended only by a writing signed by all of Executive’s deaththe parties hereto.

Code Section 409A. Notwithstanding (a) The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefore) that the Executive believes that any provision of this Release Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to try to comply with Code Section 409A through good faith modifications to the contraryminimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. (b) If the Executive is deemed on the date of “separation from service” to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Release will Section or is otherwise deferred compensation under Code Section 409A, such payment or benefit shall be construedmade or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, administered and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 16(b) (whether they would have otherwise been payable in a single sum or deemed amended in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement hereunder shall be made on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (d) Employer agrees to timely amend any and all employee benefit plans of Employer (including, without limitation, the EICP, the SERP Program, and the EBPP) and equity plan and grants applicable to the Executive as necessary the Employer determines in good faith to be required to comply with the requirements of Code Section 409A 409A. (e) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits: (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not effect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year, provided that the foregoing shall not be violated with regard to expenses covered by Code Section 105(h) that are subject to a limit related to the period in which the arrangement is in effect. Tax gross- up payments under the Agreement, if any, shall be paid in no event later than the end of the Internal Revenue Code of 1986, as amended calendar year following the calendar year in which the Executive pays such tax. (the “Code”f) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or Any Accrued Obligations payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to be exempt from Code Section 409A to the maximum extent possible, first, to the extent such payments are scheduled to 5 shall be paid and are in fact paid during accordance with the short-term deferral periodprovisions of the applicable plan, as short-term deferrals pursuant program or payroll practice. (g) Whenever a payment under this Agreement specifies a payment period with reference to Treasury regulation §1.409A-1(b)(4)a number of days (e.g., 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of thirty (30) days following the date of Executive’s separation from servicetermination”), then to the extent any amount payable actual date of payment within the specified period shall be within the sole discretion of the Employer. (h) If under this Release (i) constitutes the payment of nonqualified deferred compensationAgreement, within the meaning an amount is paid in two or more installments, for purposes of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of Executive’s separation from service, such payment each installment shall be delayed until the earlier to occur of (a) the six-month anniversary of the separation from service or (b) the date of Executive’s deathtreated as a separate payment.

Code Section 409A. Notwithstanding any provision of this Release to the contrary, this Release will be construed, administered or deemed amended as necessary to comply with the requirements For purposes of Section 409A of the Internal Revenue Code of 1986409A, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts each payment that is paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release Agreement is hereby designated as a separate payment. Further (i) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or benefits, are considered deferred compensation under Section 409A, will be paid or otherwise provided until Executive has had a “separation from service” within the meaning of Section 409A, (ii) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that are intended to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) will be paid or otherwise provided until Executive has had an “involuntary separation from service” within the meaning of Section 409A, and (iii) in the case of (i) and (ii), any reference in this Agreement to “termination” or “termination of employment” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A. The parties intend that all payments and benefits provided or to be provided under this Agreement comply with, or are exempt from, the requirements of Section 409A so that none of the payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. The Company and Executive agree to work together in good faith to consider amendments to this Agreement, and to take such reasonable actions, which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A before payments or benefits are provided to Executive. Any severance payments or benefits made in connection with Executive’s termination under this Agreement and provided on or before the 15th day of the 3rd month following the end of Executive’s tax year in which Executive’s termination occurs or, if later, the 15th day of the 3rd month following the end of the Company’s tax year in which Executive’s termination occurs, shall be exempt from Section 409A to the maximum extent possible, first, permitted pursuant to Treasury Regulation Section 1.409A-1(b)(4) and any additional payments or benefits provided in connection with Executive’s termination under this Agreement shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any event be provided no later than the last day of Executive’s 2nd taxable year following the taxable year in which Executive’s termination occurs). Notwithstanding the foregoing, if any of the payments are scheduled or benefits provided in connection with Executive’s termination do not qualify for any reason to be paid and are in fact paid during the short-term deferral period, as short-term deferrals exempt from Section 409A pursuant to Treasury regulation §Regulation Section 1.409A-1(b)(4), and then under the separation pay exemption pursuant to Treasury regulation §Regulation Section 1.409A-1(b)(9)(iii), or any other applicable exemption and for this purpose each payment shall be considered a separate payment such that Executive is, at the determination time 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Releasetermination, if Executive is a “specified employee,” as defined in Treasury Regulation Section 409A of 1.409A-1(i), each such payment or benefit will not be provided until the Code, as of first regularly scheduled payroll date that occurs on or after the date of six (6) months and one (1) day following Executive’s separation from servicetermination and, then to the extent any amount payable under this Release on such date (i) constitutes the payment of nonqualified deferred compensationor, within the meaning of Code Section 409Aif earlier, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of 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 another date of that occurs as soon as practicable after Executive’s death.), Executive will receive all payments and benefits that would have been provided during such period in a single lump sum, if applicable. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.

Code Section 409A. Notwithstanding any provision All separation payments to be made upon a termination of employment under this Release to Agreement may be made only upon a “separation of service” within the contrary, this Release will be construed, administered or deemed amended as necessary to comply with the requirements meaning of Section 409A of the Internal Revenue Code and the Department of 1986Treasury regulations and other guidance promulgated thereunder. Notwithstanding any provision to the contrary in this Agreement, as amended (if EMPLOYEE is deemed by CUBIC at the time of EMPLOYEE’s separation from service to be a “Code”) to avoid taxation under specified employee” for purposes of Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to be exempt from Code Section 409A to the maximum extent possible, first401A(a)(2)(B)(i), to the extent delayed commencement of any portion of the benefits to which EMPLOYEE is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), such portion of EMPLOYEE’S benefits shall not be provided to EMPLOYEE prior to the earlier of (i) the expiration of the six-month period measured from the date of EMPLOYEE’S “separation of service” with CUBIC or (ii) the date of EMPLOYEE’S death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments are scheduled deferred pursuant to this Section 25 shall be paid and are in fact paid during the short-term deferral period, as short-term deferrals pursuant a lump sum to Treasury regulation §1.409A-1(b)(4)EMPLOYEE, and then any remaining payments due under the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii), and for this purpose each payment Agreement shall be considered a separate payment such that the determination of whether a payment qualifies paid 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 deferralsotherwise provided herein. To the extent any amounts under applicable, this Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms Agreement shall be deemed interpreted in accordance with the applicable exemptions from Section 409A of the Code. To the extent that any provision of the Agreement is ambiguous as to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in its compliance with Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount provision shall be read in such a manner that no payments payable under this Release (iAgreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) constitutes of the payment Code. Each series of nonqualified deferred compensation, installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Code Section 409A, (ii) is 409A of the Code. Any reimbursement of expenses or in-kind benefits payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of Executive’s separation from service, such payment Agreement shall be delayed until made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the earlier last day of EMPLOYEE’S taxable year following the taxable year in which EMPLOYEE incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of EMPLOYEE’S will not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of EMPLOYEE’S, and EMPLOYEE’S right to occur of (a) the six-month anniversary of the separation from service reimbursement for such amounts shall not be subject to liquidation or (b) the date of Executive’s death.exchange for any other benefit

Code Section 409A. Notwithstanding (a) This letter agreement shall be interpreted and administered in a manner so that any provision of this Release to the contrary, this Release will amount or benefit payable hereunder shall be construed, administered paid or deemed amended as necessary to comply provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and applicable advice and regulations issued thereunder. (the “Code”b) to avoid taxation under Code Section 409A(a)(1) Notwithstanding anything in this letter agreement to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to be exempt from Code Section 409A to the maximum extent possible, firstcontrary, to the extent such payments are scheduled to that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A would otherwise 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 payable or distributable hereunder by reason 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 Release are payable by reference to Executive’s “termination of employment” , such amount or “separation from employment” benefit will not be payable or distributable to Executive by reason of such terms shall be deemed circumstance unless the circumstances giving rise to refer to Executive’s such termination of employment meet any description or definition of “separation from service,” within in Section 409A and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the meaning vesting of Code any amount upon a termination of employment, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A. 409A-compliant “separation from service” or such later date as may be required by subsection (c) below. (c) Notwithstanding any other provision anything in this Releaseletter agreement to the contrary, if Executive is a any amount or benefit that would constitute non-exempt “specified employee,deferred compensation” as defined in for purposes of Section 409A of the Code, as of the date Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from serviceservice during a period in which he is a Specified Employee (as defined under Section 409A and the final regulations thereunder), then then, subject to any permissible acceleration of payment by the extent any amount payable Company under this Release Treas. Reg. Section 1.409A-3(j)(4)(ii) (idomestic relations order), (j)(4)(iii) constitutes the (conflicts of interest), or (j)(4)(vi) (payment of nonqualified deferred compensationemployment taxes), within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the terms earlier of this Release would be payable prior to Executive’s death or the six-first day of the seventh month anniversary of following Executive’s separation from service, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary .” All provisions of the separation from service or (b) the date of Executive’s deathLetter Agreement not amended by this Amendment are ratified and confirmed and shall continue in full force and effect.

Code Section 409A. Notwithstanding any provision (a) Although the Company does not guarantee the particular tax treatment of the Performance Stock Units granted under this Release to Agreement, the contrary, grant of Performance Stock Units under this Release will be construed, administered or deemed amended as necessary Agreement are intended to comply with with, or be exempt from, the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. Howeverand this Agreement shall be limited, under construed and interpreted in accordance with such intent. In no circumstances event whatsoever shall the Company, Western Union, or their subsidiaries or Affiliates Company or any of their employees, officers, directors, service providers or agents have any liability to Executive its affiliates be liable for any taxesadditional tax, interest or penalties or interest due that may be imposed on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to be exempt from Code you by Section 409A of the Code or any damages for failing to comply with Section 409A of 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. Code. (b) To the extent any amounts payment made under this Release are payable by reference Agreement constitutes “non-qualified deferred compensation” pursuant to Executive’s Section 409A of the Code (a “409A Covered Award”), the following provisions shall apply: (i) A termination of employment” or “separation from employment” such terms employment shall not be deemed to refer to Executivehave occurred for purposes of any provision of a 409A Covered Award providing for payment upon or following a termination of the Participant’s employment unless such termination is also a “separation Separation from service,Service” within the meaning of Code Section 409A. 409A and, for purposes of any such provision of the 409A Covered Award, references to a “termination,” “termination of employment” or like terms shall mean Separation from Service. Notwithstanding any other provision to the contrary in this ReleaseAgreement, if Executive the Participant is deemed on the date of the Participant’s termination of employment to be a “specified employee,” as defined within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any such payment under a 409A Covered Award, to the extent required to be delayed in compliance with Section 409A(a)(2)(B) of the Code, as such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of Executivethe Participant’s separation Separation from serviceService, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, and (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of 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 Executivethe Participant’s death. All payments delayed pursuant to this paragraph 10(b)(i) shall be paid to the Participant on the first day of the seventh month following the date of the Participant’s Separation from Service or, if earlier, on the date of the Participant’s death. (ii) Whenever a payment under a 409A Covered Award specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

Code Section 409A. Notwithstanding any provision of (a) This Agreement and the amounts payable and other benefits provided under this Release to the contrary, this Release will be construed, administered or deemed amended as necessary Agreement are intended to comply with the requirements of with, or otherwise be exempt from, Section 409A of the Internal Revenue Code (“Section 409A”), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and construed in a manner consistent with the requirements and exemptions under Section 409A. If any provision of 1986this Agreement is found not to comply with, or otherwise not be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole reasonable discretion of the Employer and without requiring the Employee’s consent, in such manner as the Employer reasonably determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion, the Employer shall modify this Agreement in the least restrictive manner necessary and provided further that the Employer have no obligation to indemnify the Employee or hold the Employee harmless from any adverse tax consequences related to any failure to comply with Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. (b) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as amended (the “Code”) to avoid taxation provided under Code Section 409A(a)(1) this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the extent subject to Code Section 409A. Howeverfollowing limitations: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive except for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 409A. The payments to Executive pursuant to this Release are intended to be exempt from Code Section 409A to 105(b) of the maximum extent possible, first, to Internal Revenue Code; (ii) 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 reimbursement of whether a payment qualifies as a short-term deferral an eligible expense shall be made without regard as specified in this Agreement and in accordance with Employer’s normal reimbursement procedures for senior management, and (iii) the right to whether other payments so qualify and the determination of whether reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit. (c) If a payment qualifies obligation under this Agreement arises on account of the separation pay exemption Employee’s termination of her employment and such payment obligation constitutes “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12)), it shall be made without regard to any payments which qualify as short-term deferrals. To payable only after the extent any amounts under this Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to ExecutiveEmployee’s “separation from service,” within (as defined under Treasury Regulation section 1.409A-1(h)); provided, however, that if the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive Employee is a “specified employee,” (as defined in Section 409A under Treasury Regulation section 1.409A-1(i)), any such payment obligation that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the Code, as of seventh month beginning after the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon ExecutiveEmployee’s separation from service and (iii) under or, if earlier, within fifteen days after the terms of this Release would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary appointment of the separation from service personal representative or (b) executor of the date of ExecutiveEmployee’s estate following the Employee’s death.

Code Section 409A. Notwithstanding (a) It is intended that each installment of any provision benefits or payments provided hereunder constitute a separate payment for purposes of this Release Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the contrarygreatest extent possible, this Release will the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulation Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided under the Plan shall be construedexempt from, administered or deemed amended as necessary to comply with with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended Code. (the “Code”b) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 Release are payable required by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A of the Code, all references to “termination of employment,” “Qualified Termination of Employment” and correlative phrases for purposes of the Plan shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein). (c) To the extent that (1) any payments or benefits to which the Participant becomes entitled under the Plan, or under any other plan, program or agreement maintained by the Company, in connection with the Participant’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (2) the Participant is deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payments or benefits shall not be made or commence until the earliest of (A) the expiration of the six (6) month and one day period measured from the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon ExecutiveParticipant’s separation from service and (iiias defined in Section 1.409A-1(h) under of the terms of this Release would be payable prior Treasury Regulations after giving effect to the six-month anniversary of Executive’s separation presumptions contained therein) from service, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary of the separation from service Company; or (bB) the date of Executivethe Participant’s deathdeath following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Participant, including (without limitation) the additional twenty percent (20%) tax for which the Participant would otherwise be liable under Code Section 409A(a)(1)(B) in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Participant or the Participant’s beneficiary in one lump sum. For the purposes of this Section 7.1(c), the term “specified employee” means an individual determined by the Company to be a specified employee under Treasury Regulation Section 1.409A-1(i) in accordance with the policies of the Company. (d) To the extent any expense reimbursement or the provision of any in-kind benefit under the Plan is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Participant incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. (e) In no event may Participant, directly or indirectly, designate the calendar year of any payment under this Plan. (f) Nothing contained in this Plan shall constitute any representation or warranty by the Company regarding compliance with Section 409A. The Company has no obligation to take any action to prevent the assessment of any penalty tax under Section 409A on any person and none of the Company or its Affiliates, or any of their employees or representatives shall have any liability to the Participant with respect thereto.

Code Section 409A. Notwithstanding (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith or exempt therefrom. In no event whatsoever will the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Release to Agreement providing for the contrary, this Release will be construed, administered payment of any amount or deemed amended as necessary to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the benefit that constitutes “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, nonqualified deferred compensation” upon or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 following 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” , unless such terms shall be deemed to refer to Executive’s termination is also a “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee and (B) the date of Employee’s death, solely to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Paragraph 19(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (i) all expense or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee, (ii) is payable upon Executive’s separation from service any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Code Section 409A, Employee’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the terms actual date of payment within the specified period is within the sole discretion of the Company. Notwithstanding any other provision of this Release would be payable prior Agreement to the six-month anniversary contrary, in no event shall any payment or benefit under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Executive’s separation from service, such payment shall Code Section 409A be delayed until the earlier subject to occur of (a) the six-month anniversary of the separation from service or (b) the date of Executive’s death.offset by any other amount unless otherwise permitted by Code Section 409A.

Code Section 409A. Notwithstanding any provision of To the extent applicable, it is intended that this Agreement and Release to the contrary, this Release will be construed, administered or deemed amended as necessary to comply with or as applicable, constitute a short-term deferral or otherwise be exempt from the requirements provisions of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and guidance promulgated there under (the “CodeSection 409A”) ). This Agreement and Release will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement and Release to avoid taxation under Code fail to satisfy Section 409A(a)(1) 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent subject to Code permitted by Section 409A). You and Knight agree that your termination of employment shall be considered a “separation from service” from the Company within the meaning of Section 409A. HoweverTo the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or that would otherwise be payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive and benefits that would otherwise be provided pursuant to this Agreement and Release are intended during the six-month period immediately following your separation from service shall instead be paid on the first business day after the date that is six months following your termination of employment (or upon your death, if earlier). In addition, for purposes of this Agreement and Release, each amount to be exempt from Code paid or benefit to be provided to you pursuant to this Agreement and Release shall be construed as a separate identified payment for purposes of Section 409A 409A. With respect to expenses eligible for reimbursement under the maximum extent possibleterms of this Agreement and Release, first(i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, 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 right to reimbursement does not provide for a “deferral 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,compensation” within the meaning of Code Section 409A. Notwithstanding 409A or as otherwise set forth in Paragraph 2 of this Agreement and Release. The Company makes no representation that any other provision or all of the payments described in this Release, if Executive is a “specified employee,” as defined in Agreement and Release will be exempt from or comply with Section 409A of the Code, as Code and makes no undertaking to preclude Section 409A of the date of Executive’s separation Code from service, then applying to the extent any amount payable under this Release (i) constitutes such payment. You understand and agree that you shall be solely responsible for the payment of nonqualified deferred compensationany taxes and penalties incurred under Section 409A. We appreciate your service to Knight, within and we wish you the meaning best in all your future endeavors. Sincerely yours, Knight Capital Americas LLC By: /s/ S▇▇▇▇▇ Bisgay________________ S▇▇▇▇▇ ▇▇▇▇▇▇ Executive Vice President, Chief Operating Officer and Chief Financial Officer Knight Capital Group, Inc. On behalf of Code Section 409AKnight Capital Americas LLC _/s/ Al Lhota______________________ Date: _June 28, (ii) is payable upon Executive’s separation from service 2013______ A▇ ▇▇▇▇▇ Subscribed and (iii) under the terms of this Release would be payable prior sworn to the six-month anniversary of 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 Executive’s death.before me This 28 day of__June________2013 _/s/ Jillian Doyle__________________ NOTARY PUBLIC

Code Section 409A. Notwithstanding (a) It is intended that payments and benefits made or provided under this Agreement shall comply with Section 409A of the Code or an exemption thereto. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception or any provision other exception or exclusion under Section 409A of the Code. All payments to be made upon a termination of employment under this Release Agreement may only be made upon a “separation from service” under Section 409A of the Code to the contraryextent necessary in order to avoid the imposition of penalty taxes on ▇▇▇▇▇ pursuant to Section 409A of the Code. In the event the payment of nonqualified deferred compensation subject to Section 409A of the Code is contingent on execution of a release of claims and the designated period to execute the release of claims crosses two taxable years, payment of such nonqualified deferred compensation shall be made in the second taxable year. In no event may ▇▇▇▇▇, directly or indirectly, designate the calendar year of any payment under this Release will Agreement. (b) Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that are subject to Section 409A of the Code shall be construed, administered or deemed amended as necessary to comply made in accordance with the requirements of Section 409A of the Internal Revenue Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during ▇▇▇▇▇’ lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (c) Notwithstanding any other provision of this Agreement to the contrary, if ▇▇▇▇▇ is considered a “specified employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by Umpqua as in effect on the date of 1986▇▇▇▇▇’ separation from service (as determined in accordance with Section 409A of the Code)), as amended any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is otherwise due to ▇▇▇▇▇ under this Agreement during the six-month period immediately following ▇▇▇▇▇’ separation from service on account of ▇▇▇▇▇’ separation from service shall be accumulated and paid to ▇▇▇▇▇ on the first business day of the seventh month following his separation from service (the “CodeDelayed Payment Date”). If ▇▇▇▇▇ dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid either to ▇▇▇▇▇’ beneficiary or the personal representative of his estate on the first to occur of the Delayed Payment Date or 30 calendar days after the date of ▇▇▇▇▇’ death. (d) Despite any contrary provision of this Agreement, any references to avoid taxation under Code Section 409A(a)(1) termination of employment or date of termination shall mean and refer to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any date of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s ▇▇▇▇▇’ “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as that term is defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code and Treasury Regulation Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of 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 Executive’s death1.409A-1(h).”

Code Section 409A. Notwithstanding any provision of this Release to the contrary, this Release will be construed, administered or deemed amended as necessary to comply with the requirements of Section 409A (a) The intent of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation parties is that payments and benefits under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Unionthis Agreement comply with, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to be exempt from from, Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent possiblepermitted, first, to the extent such payments are scheduled this Agreement shall be interpreted to be paid and are in fact paid during compliance therewith. (b) If Executive is deemed on the short-Date of Termination to be a “specified employee” within the meaning of that term deferral period, as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4under Code Section 409A(a)(2)(B), 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 with regard to any payments which qualify as shortpayment that is considered non-term deferrals. To the extent any amounts qualified deferred compensation under this Release are Code Section 409A payable by reference to Executive’s “termination on account of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s a “separation from service,” within such payment or benefit shall be made or provided at the meaning date which is the earlier of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A (A) the expiration of the Code, as of 6‑month period measured from the date of Executive’s such “separation from service” of Executive, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of 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 (bB) the date of Executive’s deathdeath (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 8(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred.

Code Section 409A. Notwithstanding any provision of (a) The Parties agree that this Release Agreement and the rights granted to the contrary, this Release will be construed, administered or deemed amended as necessary Executive hereunder are intended to comply with meet the requirements of paragraphs (2), (3) and (4) of Section 409A(a)(1)(A) of the Code (the “409A of Requirements”). Accordingly, the Parties agree that during the period ending on December 31, 2008 (or such later date as set forth by the Internal Revenue Code of 1986, as amended (the “Code”) Service for good faith compliance with guidance relating to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A of the Code), as the Parties agree that they shall negotiate in good faith to revise any provisions of this Agreement that might otherwise fail to meet the date requirements of Executive’s separation from serviceparagraphs (2), then (3) and (4) of Section 409A of Code; provided, however, that nothing contained in this Section 24 shall be deemed to require the Company to incur any material compensation expense in excess of that which would be incurred by it in the absence of this Section 24. (b) Notwithstanding any other provisions of this Agreement to the contrary, to the extent any amount payable under reimbursement or in-kind benefit provided in this Release (i) Agreement constitutes the payment of nonqualified deferred compensation, within the meaning of compensation subject to Code Section 409A, such reimbursement and/or in-kind benefit shall be made or provided in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). Accordingly, (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during the Executive’s taxable year may not affect the expenses eligible for reimbursement or in-kind benefits provided in any other taxable year (except as permitted with respect to medical reimbursement arrangements); (ii) is payable upon the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s separation from service taxable year following the taxable year in which the expense was incurred; and (iii) under the terms right to reimbursement or an in-kind benefit shall not be subject to exchange for another benefit. (c) Meaning of this Release would be payable prior “Termination” or “Separation From Service.” If and to the six-month anniversary extent termination of Executive’s separation from serviceemployment, or Separation From Service is required to trigger payment rights hereunder, such payment phrases shall be delayed until have the earlier to occur of (ameanings given in Treasury Regulation §1.409A-1(h) as reasonably interpreted by the six-month anniversary of the separation from service or (b) the date of Executive’s deathCompany.

Code Section 409A. Notwithstanding any provision All separation payments to be made upon a termination of employment under this Release to Agreement may be made only upon a “separation of service” within the contrary, this Release will be construed, administered or deemed amended as necessary to comply with the requirements meaning of Section 409A of the Internal Revenue Code and the Department of 1986Treasury regulations and other guidance promulgated thereunder. Notwithstanding any provision to the contrary in this Agreement, as amended (if EMPLOYEE is deemed by CUBIC at the time of EMPLOYEE's separation from service to be a “Code”) to avoid taxation under specified employee” for purposes of Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to be exempt from Code Section 409A to the maximum extent possible, first401A(a)(2)(B)(i), to the extent delayed commencement of any portion of the benefits to which EMPLOYEE is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), such portion of EMPLOYEE'S benefits shall not be provided to EMPLOYEE prior to the earlier of (i) the expiration of the six-month period measured from the date of EMPLOYEE’S “separation of service” with CUBIC or (ii) the date of EMPLOYEE’S death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments are scheduled deferred pursuant to this Section 12 shall be paid and are in fact paid during the short-term deferral period, as short-term deferrals pursuant a lump sum to Treasury regulation §1.409A-1(b)(4)EMPLOYEE, and then any remaining payments due under the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii), and for this purpose each payment Agreement shall be considered a separate payment such that the determination of whether a payment qualifies paid 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 deferralsotherwise provided herein. To the extent any amounts under applicable, this Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms Agreement shall be deemed interpreted in accordance with the applicable exemptions from Section 409A of the Code. To the extent that any provision of the Agreement is ambiguous as to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in its compliance with Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount provision shall be read in such a manner that no payments payable under this Release (iAgreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) constitutes of the payment Code. Each series of nonqualified deferred compensation, installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Code Section 409A, (ii) is 409A of the Code. Any reimbursement of expenses or in-kind benefits payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of Executive’s separation from service, such payment Agreement shall be delayed until made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the earlier last day of EMPLOYEE'S taxable year following the taxable year in which EMPLOYEE incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of EMPLOYEE'S will not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of EMPLOYEE'S, and EMPLOYEE'S right to occur reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit ▇▇▇▇ ▇. ▇▇▇▇▇▇ July 11, 2017 Page 12 of (a) the six-month anniversary of the separation from service or (b) the date of Executive’s death.19

Code Section 409A. (i) The intent of the parties is that payments and benefits under this Agreement comply with or otherwise be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be either exempt from or in compliance therewith. In no event shall Employer or the Parent be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (ii) Notwithstanding any other payment schedule provided herein to the contrary, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under Section 1 hereof that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 1(d) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Release to Agreement providing for the contrary, this Release will be construed, administered payment of any amounts or deemed amended as necessary to comply with benefits that constitute “nonqualified deferred compensation” (within the requirements meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1409A) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, upon or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 following 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” employment unless such terms shall be deemed to refer to Executive’s termination is also a “separation from service,” within the meaning of Code Section 409A. 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iv) For purposes of Code Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (v) Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent contrary, in no event shall any amount payable payment under this Release (i) Agreement that constitutes the payment of “nonqualified deferred compensation, ” (within the meaning of Code Section 409A) be subject to offset by any other amount unless otherwise permitted by Code Section 409A. (vi) To the extent that any reimbursement of expenses or in-kind benefits constitute “nonqualified deferred compensation” (within the meaning of Code Section 409A), such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred, the amount of any expenses reimbursed or in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits provided in any subsequent year (iiother than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) is payable upon of the Code), and Executive’s separation from service and right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit. (iiivii) under the terms of this Release would be payable prior Notwithstanding anything to the six-month anniversary contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Code Section 409A) due under this Agreement as a result of Executive’s separation from servicetermination of employment are subject to Executive’s execution and delivery of a Release, such payment (A) Employer shall be delayed until deliver the earlier Release to occur of (a) the six-month anniversary of the separation from service or (b) Executive within ten days following the date of Executive’s deathtermination of employment, (B) provided Employer timely complies with its obligation under clause (A), if the Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes his or her acceptance of the Release thereafter, he or she shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (C) in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as “nonqualified deferred compensation” (within the meaning of Code Section 409A) shall be made in the later taxable year. For purposes of this Section 1(d)(vii) “Release Expiration Date” shall mean the date that is 31 days following the date of Executive’s termination of employment, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 55 days following the date of Executive’s termination of employment. To the extent that any payments of nonqualified deferred compensation (within the meaning of Code Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 1(d)(vii), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to clause (C) of this Section 1(d)(vii), on the first payroll period to occur in the subsequent taxable year, if later.

Code Section 409A. Notwithstanding 10.1 To the extent that any provision payments to be made to Executive upon a termination of employment are subject to Section 409A of the Code, a termination of employment with the Company shall not have occurred unless and until Executive has incurred a “separation from service” as defined under Section 409A of the Code and applicable regulations. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). 10.2 Anything in this Release Agreement to the contrarycontrary notwithstanding, this Release will be construed, administered or deemed amended as necessary to comply with if at the requirements time of Executive’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986Code, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 Company determines 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that Executive becomes entitled to under this Agreement on account of Executive’s separation from service would be considered deferred compensation otherwise subject to the 20% additional tax imposed pursuant to Section 409A(a) of the Code as defined a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (a) six (6) months and one (1) day after Executive’s separation from service, or (b) Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. 10.3 All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. 10.4 The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, as the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the date Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Executive’s separation from serviceTreasury Regulation Section 1.409A 2(b)(2). The Parties agree that this Agreement may be amended, then as reasonably requested by either Party, and as may be necessary to fully comply with Section 409A of the Code 9 | Page and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either Party. This Section 10 shall apply only to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon required to avoid Executive’s separation from service and (iii) incurrence of any tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. 10.5 Notwithstanding any provision of this Agreement to the contrary, to the extent that any payment under the terms of this Release Agreement would be payable prior to constitute an impermissible acceleration of payments under Section 409A of the six-month anniversary of Executive’s separation from serviceCode or any regulations or Treasury guidance promulgated thereunder, such payment payments shall be delayed until the made no earlier to occur of (a) the six-month anniversary than at such times allowed under Section 409A of the separation from service or (b) the date of Executive’s deathCode.

Code Section 409A. Notwithstanding 10.1 To the extent that any provision payments to be made to Executive upon a termination of employment are subject to Section 409A of the Code, a termination of employment with the Company shall not have occurred unless and until Executive has incurred a “separation from service” as defined under Section 409A of the Code and applicable regulations. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). 4 | Page 10.2 Anything in this Release Agreement to the contrarycontrary notwithstanding, this Release will be construed, administered or deemed amended as necessary to comply with if at the requirements time of Executive’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986Code, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 Company determines 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that Executive becomes entitled to under this Agreement on account of Executive’s separation from service would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as defined a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (a) six months and one day after Executive’s separation from service, or (b) Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. 10.3 All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. 10.4 The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, as the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the date Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Executive’s separation from serviceTreasury Regulation Section 1.409A 2(b)(2). The Parties agree that this Agreement may be amended, then as reasonably requested by either Party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either Party. This Section 10 shall apply only to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon required to avoid Executive’s separation from service and (iii) incurrence of any tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. 10.5 Notwithstanding any provision of this Agreement to the contrary, to the extent that any payment under the terms of this Release Agreement would constitute an impermissible acceleration of payments under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, such payments shall be payable prior made no earlier than at such times allowed under Section 409A of the Code. 10.6 The Company makes no representation or warranty and shall have no liability to Executive or any other person for violations in form if any provisions relating to the six-month anniversary form of Executive’s separation from servicethis Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, 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 Executive’s death.Section. 4 | Page

Code Section 409A. (i) The intent of the parties is that payments and benefits under this Agreement comply with or otherwise be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be either exempt from or in compliance therewith. In no event shall the Parent or Employer be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (ii) Notwithstanding any provision of this Release other payment schedule provided herein to the contrary, this Release will be construed, administered or if Executive is deemed amended as necessary to comply with on the requirements date of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended termination 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,specified employee” within the meaning of that term under Code Section 409A. Notwithstanding 409A(a)(2)(B), then any other provision in this Release, if Executive payment under Section 1 hereof that is considered deferred compensation under Code Section 409A payable on account of a “specified employee,separation from service” as defined in Section 409A shall not be made until the date which is the earlier of (A) the expiration of the Codesix (6)-month period measured from the date of such “separation from service” of Executive, as of and (B) the date of Executive’s separation from service, then death (the “Delay Period”) to the extent any amount payable required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 1(d) shall be paid to Executive in a lump sum, and all remaining payments due under this Release Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iiii) constitutes A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “nonqualified deferred compensation, ” (within the meaning of Code Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” from the Parent and Employer within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iiiv) is payable upon For purposes of Code Section 409A, Executive’s separation from service right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (iiiv) under the terms of this Release would be payable prior Notwithstanding any other provision to the sixcontrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” (within the meaning of Code Section 409A) be subject to offset by any other amount unless otherwise permitted by Code Section 409A. (vi) To the extent that any reimbursement of expenses or in-month anniversary kind benefits constitute “nonqualified deferred compensation” (within the meaning of Code Section 409A), such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred, the amount of any expenses reimbursed or in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits provided in any subsequent year (other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code), and Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit. (vii) Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Code Section 409A) due under this Agreement as a result of Executive’s separation from servicetermination of employment are subject to Executive’s execution and delivery of a Release, such payment shall be delayed until the earlier to occur of (aA) the six-month anniversary of Employer shall deliver the separation from service or (b) Release to Executive within ten days following the date of Executive’s deathtermination of employment, (B) provided the Employer timely complies with its obligation under clause (A), if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes his acceptance of the Release thereafter, he shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (C) in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as “nonqualified deferred compensation” (within the meaning of Code Section 409A) shall be made in the later taxable year. For purposes of this Section 1(d)(vii) “Release Expiration Date” shall mean the date that is 31 days following the date of Executive’s termination of employment, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 55 days following the date of Executive’s termination of employment. To the extent that any payments of nonqualified deferred compensation (within the meaning of Code Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 1(d)(vii) such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to clause (C) of this Section 1(d)(vii) on the first payroll period to occur in the subsequent taxable year, if later.

Code Section 409A. Notwithstanding any other provision of in this Release Agreement to the contrary, this Release will be construed, administered or deemed amended as necessary to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) if and to the extent subject to that Code Section 409A. However409A is deemed to apply to any benefit under this Agreement, under no circumstances shall it is the Companygeneral intention of the Company that such benefits will, Western Unionto the extent practicable, comply with, or their subsidiaries or Affiliates or any of their employeesbe exempt from, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments 409A, and this Agreement will, to Executive the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Release Agreement that are intended to be otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply will not be permitted unless such deferrals are in compliance with Code Section 409A. In the event that the Company (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment that is deemed to be deferred compensation under Code Section 409A to be made 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 Executive upon a 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 from service may not be made without regard to whether other payments so qualify and before the determination of whether a payment qualifies under the date that is six months after Executive’s separation pay exemption shall be made without regard to any payments which qualify as short-term deferralsfrom service (or death, if earlier). To the extent that Executive becomes subject to the six-month delay rule, all payments that would have been made to Executive during the six months following her separation from service that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid to Executive during the seventh month following her separation from service, and any amounts under remaining payments due will be made in their ordinary course as described in this Release are payable by reference to Executive’s Agreement. For the purposes herein, the phrase “termination of employment” or “separation from employment” such terms shall similar phrases will be deemed to refer to Executive’s interpreted in accordance with the term “separation from service,” within as defined under Code Section 409A if and to the meaning of extent required under Code Section 409A. Notwithstanding Further, (i) in the event that Code Section 409A requires that any other provision special terms, provisions or conditions be included in this Release, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from serviceAgreement, then such terms, provisions and conditions will, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement will be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of benefit thereunder will be deemed not to comply with Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under then neither the terms of this Release would Company, the Board, the Committee nor its or their designees or agents will be payable prior liable to the six-month anniversary of Executive’s separation from serviceany participant or other person for actions, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary of the separation from service decisions or (b) the date of Executive’s deathdeterminations made in good faith.

Code Section 409A. Notwithstanding (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (“Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement will be interpreted to be in compliance therewith. (b) A termination of employment will not be deemed to have occurred for purposes of any provision of this Release to Agreement providing for the contrary, this Release will be construed, administered payment of any amounts or deemed amended as necessary to comply with the requirements benefits upon or following a termination of Section 409A of the Internal Revenue Code of 1986, as amended (the employment that are considered “Code”) to avoid taxation non-qualified deferred compensation” under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to be exempt from Code Section 409A to the maximum extent possible, first, to the extent unless 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 termination is also 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding 409A and, for purposes of any other such provision in of this ReleaseAgreement, if Executive is references to a “termination,” “termination of employment” or like terms will mean “separation from service.” If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” as defined in Section 409A such payment or benefit will be made or provided at the date which is the earlier of (A) the day after the expiration of the Code, as of six-month period measured from the date of Executive’s your “separation from service,” and (B) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, then all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the extent absence of such delay) will be paid or reimbursed to you in a lump sum and any amount payable remaining payments and benefits due under this Release Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. (ic) constitutes the payment of nonqualified deferred compensation, within the meaning For purposes of Code Section 409A, (ii) is payable upon Executive’s separation from service your right to receive any installment payments pursuant to this Agreement will be treated as a right to receive a series of separate and (iii) distinct payments. To the extent permitted under the terms of Code Section 409A, any separate payment or benefit under this Release would Agreement or otherwise shall not be payable prior deemed “nonqualified deferred compensation” subject to Code Section 409A to the six-month anniversary extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Executive’s separation from serviceCode Section 409A. Any payments subject to Code Section 409A that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Code Section 409A. (d) To the extent that any payments or reimbursements provided to you under this Agreement (including, without limitation, the Medical Coverage Reimbursement ) are deemed to constitute compensation to you to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such payment amounts shall be delayed until the earlier to occur of (a) the six-month anniversary paid or reimbursed reasonably promptly, but not later than December 31 of the separation from service year following the year in which the expense was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or (b) the date expenses that are eligible for payment or reimbursement in any other taxable year, and your right to such payments or reimbursement of Executive’s deathany such expenses shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. Notwithstanding any other provision of this Release Agreement, it is intended that any payments or benefit which is provided pursuant to the contrary, or in connection with this Release will Agreement which is considered to be construed, administered or deemed amended as necessary deferred compensation subject to comply with the requirements of Section 409A of the Internal Revenue Code shall be provided and paid in such form and at such time, including, without limitation, payment only in connection with a permissible payment event as complies with the applicable requirements of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to be exempt from Code Section 409A to avoid 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 unfavorable tax consequences provided therein 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 deferralsnoncompliance. To the extent any amounts under this Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if If Executive is a “specified employee,” (as defined in Section 409A of the Code, as ) and any of the date Bank’s or Company’s stock is publicly traded on an established securities market or otherwise, then payment of Executive’s any amount or provision of any benefit under this Agreement which is considered to be deferred compensation subject to Section 409A of the Code shall be deferred for six (6) months as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. For purposes of this Agreement, any termination of employment will be read to mean a “separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, ” within the meaning of Section 409A of the Code Section 409A, (ii) where it is payable upon Executive’s separation from service and (iii) under the terms of this Release reasonably anticipated that no further services would be payable prior performed after such date or that the level of bona fide services Executive would perform after that date (whether as an employee or independent contractor) would permanently decrease to less than fifty percent (50%) of the sixaverage level of bona fide services performed over the immediately preceding thirty-six (36) month anniversary of Executive’s separation from serviceperiod. With respect to any reimbursement provided under this Agreement, such payment shall be delayed until the earlier to occur of (a) such reimbursements shall be made within sixty (60) days from the six-month anniversary of the separation from service or submission date, (b) the date amount of Executive’s deathexpenses eligible for reimbursement during one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year, and (c) the right to reimbursement shall not be subject to liquidation or exchange for other benefits.

Code Section 409A. Notwithstanding any provision of this Release Agreement to the contrary, this Release Agreement will be construed, administered or deemed amended as necessary to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “"Code”") to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this ReleaseAgreement, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release Agreement are 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 Release Agreement are payable by reference to Executive’s “'s "termination of employment” or “separation from employment” ," such terms term shall be deemed to refer to Executive’s “'s "separation from service,” " within the meaning of Code Section 409A. Notwithstanding any other provision in this ReleaseAgreement, if Executive is a “"specified employee,” " as defined in Section 409A of the Code, as of the date of Executive’s 's separation from service, then to the extent any amount payable under this Release Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s 's separation from service and (iii) under the terms of this Release Agreement would be payable prior to the six-month anniversary of Executive’s '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 Executive’s 's death.

Code Section 409A. Notwithstanding To the extent applicable, it is intended that this Agreement comply with the provisions of Code Section 409A. This Agreement will be administered and interpreted in a manner consistent with this intent, and any provision of that would cause this Release Agreement to fail to satisfy Code Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Code Section 409A). Notwithstanding anything contained herein to the contrary, for all purposes of this Release will Agreement, Executive shall not be construeddeemed to have had a termination of employment until Executive has incurred a separation from service as defined in Treasury Regulation §1.409A-1(h) and, administered or deemed amended as necessary solely to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A(a)(1) 409A, payment of the amounts payable under this Agreement that would otherwise be payable during the six-month period after the date of termination shall instead be paid on the first business day after the expiration of such six-month period, plus interest thereon, at a rate equal to the extent subject applicable "Federal short-term rate" (as defined in Code Section 1274(d)) for the month in which such date of termination occurs, from the respective dates on which such amounts would otherwise have been paid until the actual date of payment. In addition, for purposes of this Agreement, each amount to be paid and each installment payment shall be construed as a separate, identified payment for purposes of Code Section 409A. HoweverWith respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, under no circumstances shall the Companyexcept, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to be exempt from Code Section 409A to the maximum extent possible, firstin each case, 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 right to reimbursement does not provide for a "deferral 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” compensation" within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in 409A." [For ▇▇. ▇▇▇▇▇▇ only: New Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii13(o) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of 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 Executive’s death.added:

Code Section 409A. Notwithstanding any provision of (a) Benefits payable under this Release Amendment are intended to the contrary, this Release will be construed, administered or deemed amended as necessary to comply with exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 and/or as exempt separation pay to the maximum extent permitted under Section 409A of the Code and this Amendment shall be made without regard construed consistent with that intent. Notwithstanding any provision of this Amendment, 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 Release benefits payable hereunder are payable by reference to Executive’s “termination not exempt from the requirements of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A of the Code, this Amendment shall be construed and interpreted to comply with Section 409A of the Code, and if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Section 409A of the Code or regulations thereunder. (b) For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of nonqualified deferred compensation under the Amendment shall be treated as a separate payment of such compensation for purposes of applying the Section 409A of the Code deferral election rules and the exclusion from Section 409A of the Code for certain short-term deferral amounts. (c) If, as of the date of ExecutiveEmployee’s “separation from service” (as determined under Section 409A), Employee is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i), then to the extent that any amount or benefit that would be paid or provided to Employee under this Amendment within six (6) months of his “separation from service” constitutes an amount of deferred compensation for purposes of Section 409A and is considered for purposes of Section 409A to be owed to Employee by virtue of his separation from service, then such amount or benefit will not be paid or provided during the six-month period following the date of Employee’s separation from service and instead shall be paid or provided on the first business day that is more than six (6) months following the date of Employee’s separation from service, then except to the extent any amount payable under this Release (i) constitutes that, in the Company’s reasonable judgment, payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the during such six-month anniversary period would not cause Employee to incur additional tax, interest or penalties under Section 409A. (d) In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Employee by Code Section 409A or any damages for failing to comply with Code Section 409A. (e) If payment of Executive’s separation from service, such payment shall be delayed until the earlier to occur any amount of “deferred compensation” (a) the six-month anniversary as defined under Section 409A of the separation from service or (bCode, after giving effect to the exemptions thereunder) is contingent upon the Employee’s taking any employment related action, including but not limited to, execution of a release and waiver of claims, and if the period within which Employee must take the employment related action would begin in one calendar year and expire in the following calendar year, then, notwithstanding the provisions of the Amendment specifying the date of Executive’s deathpayment, any payments contingent on such employment-related action shall be made in such following calendar year (regardless of the year of execution of such release) if payment in such following calendar year is required in order to avoid taxes, interest and penalties under Section 409A of the Code.

Code Section 409A. Notwithstanding any provision of this Release to the contrary, this Release will be construed, administered or deemed amended as necessary This Agreement is intended to comply with the requirements of with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code and shall be construed and administered in accordance with Section 409A. However, under no circumstances shall None of the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release Agreement are intended to be constitute or provide for a deferral of compensation that is subject to Section 409A. To the extent that the Committee (as defined below) determines that the Retention Bonus is not exempt from Code Section 409A, the Committee may (but shall not be required to) amend this Agreement in a manner intended to comply with the requirements of Section 409A or an exemption therefrom (including amendments with retroactive effect), or take any other actions as it deems necessary or appropriate to (a) exempt the Retention Bonus from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the maximum Retention Bonus, or (b) comply with the requirements of Section 409A. To the extent possibleapplicable, firstthis Agreement shall be interpreted in accordance with the provisions of Section 409A. Notwithstanding anything in this Agreement to the contrary, to the extent that any payment or benefit hereunder constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A, and such payment or benefit would otherwise be payable or distributable hereunder by reason of your termination of employment, (i) all references to your termination of employment shall be construed to mean a “Separation from Service” (as that term is used in Section 409A), (ii) you will not be considered to have a termination of employment unless such termination constitutes a “Separation from Service” for purposes of Section 409A, (iii) if you are deemed at the time of your separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of any termination or other similar payments and benefits to which you may be entitled hereunder (after taking into account all exclusions applicable to such payments are scheduled or benefits under Section 409A) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of such payments and benefits shall not be provided to you prior to the earlier of (x) the expiration of the six (6)-month period measured from the date of your “Separation from Service” or (y) the date of your death; provided that upon the earlier of such dates, all payments and benefits deferred pursuant to this clause (iii) shall be paid and are in fact paid during the short-term deferral period, as short-term deferrals pursuant a lump sum to Treasury regulation §1.409A-1(b)(4)you, and then under the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii), any remaining payments and for this purpose each payment benefits due hereunder shall be considered a separate payment such that provided as otherwise specified herein; (iv) 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 Release you are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in for purposes of Section 409A 409A(a)(2)(B)(i) of the Code, Code as of the date time of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s your separation from service and (iii) under shall be made by the Company in accordance with the terms of this Release would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of Section 409A (aincluding Section 1.409A-1(i) the six-month anniversary of the separation from service or (b) the date Department of Executive’s deathTreasury Regulations and any successor provision thereto).

Code Section 409A. (a) This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Code and applicable advice and regulations issued thereunder. (b) Notwithstanding any provision of anything in this Release Agreement to the contrary, this Release will be construed, administered the severance payments under Sections 6 and 7 and any other amount or deemed amended as necessary to comply with the requirements benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Internal Revenue Code and that would otherwise be payable or distributable hereunder by reason of 1986, as amended Employee’s termination of employment will not be payable or distributable to Employee unless (i) the circumstances giving rise to such termination of employment meet any description or definition of “Code”) separation from service” in Section 409A of the Code and applicable regulations (without giving effect to avoid taxation any elective provisions that may be available under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Unionsuch definition), or their subsidiaries (ii) the payment or Affiliates distribution of such amount or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to benefit would be exempt from Code the application of Section 409A to of the maximum extent possible, first, to the extent such payments are scheduled to be paid and are in fact paid during Code by reason of the short-term deferral period, as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and then under exemption or otherwise. This provision does not prohibit the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii), and for this purpose each payment shall be considered vesting of any amount upon a separate payment such that termination of employment or the determination of whether a the amounts owed to Employee due to such termination. If this provision prevents the payment qualifies as a short-term deferral or distribution of any amount or benefit, such payment or distribution shall be made without regard to whether other payments so qualify and on the determination of whether date, if any, on which an event occurs that constitutes a payment qualifies under the separation pay exemption shall be made without regard to any payments which qualify as shortSection 409A-term deferrals. To the extent any amounts under this Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s compliant “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision .” (c) Whenever in this ReleaseAgreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of a waiver and release of claims, if Executive is a “specified employee,” as defined in Section 409A of the Codesuch waiver and release must be executed, as of and all revocation periods must have expired, within sixty (60) days after the date of Executivetermination of Employee’s separation from serviceemployment, then but the Company may elect to the extent commence payment at any amount payable under this Release time during such sixty (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of 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 Executive’s death60)-day period.

Code Section 409A. Notwithstanding any provision It is intended that the terms of this Release to the contrary, this Release will be construed, administered or deemed amended as necessary to Agreement comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and related Treasury regulations (the “CodeSection 409A”) to avoid taxation under Code Section 409A(a)(1) to or an exemption therefrom, and the extent subject to Code Section 409A. Howeverterms of this Agreement will be interpreted accordingly; provided, under no circumstances shall however, that the Company, Western Unionthe Company’s affiliates, or and their subsidiaries or Affiliates or any of their respective employees, officers, directors, service providers or agents and representatives (including, without limitation, legal counsel) will not have any liability to Executive for Employee with respect to any taxes, penalties penalties, interest or interest due on other costs or expenses Employee or any related party may incur with respect to or as a result of Section 409A or for damages for failing to comply with Section 409A. Notwithstanding any provision to the contrary in this Agreement, with respect to any amounts under this Agreement that are determined to be deferred compensation for purposes of Section 409A and payable as a result of Employee’s termination of employment, Employee shall not be deemed to have terminated employment unless and until Employee has experienced a “separation from service” (as that term is used in Section 409A). Each amount to be paid or payable benefit to be provided under this Release, including any taxes, penalties or interest imposed under Code Agreement shall be construed as a separate and distinct payment for purposes of Section 409A. The payments Any reimbursements or in-kind benefits provided to Executive pursuant to this Release are intended to be exempt from Code or for the benefit of Employee that constitute deferred compensation for purposes of Section 409A shall be provided in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv). Accordingly, (i) all such reimbursements will be made not later than the last day of the calendar year after the calendar year in which the expenses were incurred, (ii) any right to such reimbursements or in-kind benefits will not be subject to liquidation or exchange for another benefit, and (iii) the amount of the expenses eligible for reimbursement, or the amount of any in-kind benefit provided, during any taxable year will not affect the amount of expenses eligible for reimbursement, or the in-kind benefits provided, in any other taxable year. Without limiting the foregoing and notwithstanding anything contained herein to the maximum extent possiblecontrary, firston and after the date on which the Company’s stock becomes publicly traded on an established securities market or otherwise, to the extent such payments are scheduled required 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 avoid accelerated taxation or tax penalties 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is amounts that would otherwise be payable upon Executiveand benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between Employee and the Company during the six month period immediately following Employee’s separation from service and (iii) under shall instead be paid on the terms of this Release would be payable prior to first business day after the six-month anniversary of Executivedate that is six months following Employee’s separation from serviceservice (or, such payment shall be delayed until if earlier, Employee's date of death). 6. Except as expressly amended or modified by this Amendment, the earlier to occur of (a) the six-month anniversary terms and conditions of the separation from service Agreement shall remain in full force and effect. This Amendment may be executed in one or (b) more counterparts, each of which constitutes an original but all of which constitute one and the date same instrument. This Amendment may be amended only by a writing signed by all of Executive’s deaththe parties hereto.

Code Section 409A. This Agreement is intended to comply with Code Section 409A (to the extent applicable) and the parties hereto agree to interpret, apply and administer this Agreement in the least restrictive manner necessary to comply therewith and without resulting in any increase in the amounts owed hereunder by the Company. Notwithstanding any other provision of this Release Agreement to the contrary, this Release will be construed, administered or deemed amended as necessary to comply with if the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 is 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” "specified employee" within the meaning of Code Section 409A. Notwithstanding any other provision 409A and the regulations issued thereunder, and a payment or benefit provided for in this Release, if Executive is a “specified employee,” as defined in Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after the Executive’s "separation from service" (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement shall not be paid (or commence) during the Code, as of six-month period immediately following the date of Executive’s separation from serviceservice except as provided in the immediately following sentence. In such an event, then any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to the extent any amount payable under this Release Executive in a lump-sum cash payment on the earlier of (i) constitutes the payment first regular payroll date of nonqualified deferred compensation, the seventh month following the Executive’s separation from service or (ii) the 10th business day following the Executive’s death. If the Executive’s termination of employment hereunder does not constitute a "separation from service" within the meaning of Code Section 409A, (ii) is then any amounts payable upon hereunder on account of a termination of the Executive’s separation from service employment and (iii) under which are subject to Code Section 409A shall not be paid until the terms of this Release would be payable prior to the six-month anniversary of Executive’s Executive has experienced a "separation from service" within the meaning of Code Section 409A. In addition, such payment no reimbursement or in-kind benefit shall be delayed until subject to liquidation or exchange for another benefit and the earlier amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to occur of (a) be provided, in a subsequent calendar year. Any reimbursement to which the six-month anniversary Executive is entitled hereunder shall be made no later than the last day of the separation from service or (b) calendar year following the date calendar year in which such expenses were incurred. Each severance installment contemplated under Section 5 hereof shall be treated as a separate payment in a series of Executive’s deathseparate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii).

Code Section 409A. Notwithstanding (a) It is intended that payments and benefits made or provided under this Agreement shall comply with Section 409A of the Code or an exemption thereto. Any payments that qualify for the “short-term deferral” exception, the separation pay exception, or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception, or any provision other exception or exclusion under Section 409A of the Code. All payments to be made upon a termination of employment under this Release Agreement may only be made upon a “separation from service” under Section 409A of the Code to the contraryextent necessary in order to avoid the imposition of penalty taxes on Officer pursuant to Section 409A of the Code. In the event the payment of nonqualified deferred compensation subject to Section 409A of the Code is contingent on execution of a release of claims and the designated period to execute the release of claims crosses two taxable years, payment of such nonqualified deferred compensation shall be made in the second taxable year. In no event may Officer, directly or indirectly, designate the calendar year of any payment under this Release will Agreement. (b) Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that are subject to Section 409A of the Code shall be construed, administered or deemed amended as necessary to comply made in accordance with the requirements of Section 409A of the Internal Revenue Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Officer’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (c) Notwithstanding any other provision of this Agreement to the contrary, if Officer is considered a “specified employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by Umpqua as in effect on the date of 1986Officer’s separation from service (as determined in accordance with Section 409A of the Code)), as amended any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is otherwise due to Officer under this Agreement during the sixmonth period immediately following Officer’s separation from service on account of Officer’s separation from service shall be accumulated and paid to Officer on the first business day of the seventh month following his separation from service (the “CodeDelayed Payment Date”). If Officer dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid either to Officer’s beneficiary or the personal representative of his estate on the first to occur of the Delayed Payment Date or 30 calendar days after the date of Officer’s death. (d) Despite any contrary provision of this Agreement, any references to avoid taxation under Code Section 409A(a)(1) termination of employment or date of termination shall mean and refer to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any date of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to ExecutiveOfficer’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive as that term is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code and Treasury Regulation Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of 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 Executive’s death1.409A-1(h).

Code Section 409A. (a) Notwithstanding any provision to the contrary in this Agreement (other than Part Five – 3(b) below), no payments, benefits or reimbursements to which the Executive otherwise becomes entitled under Part Two or Part Three of this Release to the contrary, this Release will be construed, administered or deemed amended as necessary to comply with the requirements Agreement (other than reimbursement of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 Coverage Costs 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 applicable period of whether a payment qualifies as a short-term deferral COBRA coverage) shall be made without regard or provided to whether other payments so qualify and the determination Executive prior to the earlier of whether a payment qualifies under (i) the separation pay exemption shall be made without regard to any payments which qualify as short-term deferrals. To first business day of the extent any amounts under this Release are payable by reference to seventh month following the date of the Executive’s “termination Separation from Service or (ii) the date of employment” or “separation from employment” such terms shall be deemed to refer to the Executive’s death, if the Executive is deemed at the time of such Separation from Service to be a “separation from service,specified employee” within the meaning of that term under Code Section 409A. Notwithstanding any other provision 416(i) and the Corporation’s stock is publicly traded on an established securities market and such delayed commencement is otherwise required in this Release, if Executive is order to avoid a “specified employee,” as defined in prohibited distribution under Code Section 409A 409A(a)(2). Upon the expiration of the Codeapplicable deferral period, as all payments, benefits and reimbursements deferred pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or made to the Executive in a lump sum, and any remaining payments, benefits and reimbursements due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (a) for the period beginning on the April 1 of the date following calendar year and ending on the March 31 of Executive’s separation from service, then the next year thereafter. (b) The six (6) month holdback set forth in the subsection Part Five – 3 (a) above shall not be applicable to (i) any severance payments under Part Two or Part Three of this Agreement that qualify as Short-Term Deferral Payments and (ii) any remaining portion of the severance payments due the Executive under Part Two or Part Three of this Agreement to the extent any (I) that the dollar amount payable under this Release of those payments does not exceed two (i2) constitutes times the payment lesser of nonqualified deferred compensation, within (x) the meaning of Code Section 409A, (ii) is payable upon Executive’s separation annualized compensation (based on the Executive’s annual rate of pay for the calendar year preceding the calendar year of the Executive’s Separation from service Service, adjusted to reflect any increase during that calendar year which was expected to continue indefinitely had Executive’s Separation from Service not occurred) or (y) the maximum amount of compensation that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Executive’s Separation from Service occurs, and (iiiII) under the terms of this Release would such severance payments are to be payable prior made to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until Executive no later than the earlier to occur of (a) the six-month anniversary last day of the separation second calendar year following the calendar year in which the Separation from service or (b) the date of Executive’s deathService occurs.

Code Section 409A. Notwithstanding any provision All separation payments to be made upon a termination of employment under this Release to Agreement may be made only upon a “separation of service” within the contrary, this Release will be construed, administered or deemed amended as necessary to comply with the requirements meaning of Section 409A of the Internal Revenue Code and the Department of 1986Treasury regulations and other guidance promulgated thereunder. Notwithstanding any provision to the contrary in this Agreement, as amended (if EMPLOYEE is deemed by CUBIC at the time of EMPLOYEE's separation from service to be a “Code”) to avoid taxation under specified employee” for purposes of Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to be exempt from Code Section 409A to the maximum extent possible, first401A(a)(2)(B)(i), to the extent delayed commencement of any portion of the benefits to which EMPLOYEE is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), such portion of EMPLOYEE'S benefits shall not be provided to EMPLOYEE prior to the earlier of (i) the expiration of the six-month period measured from the date of EMPLOYEE’S “separation of service” with CUBIC or (ii) the date of EMPLOYEE’S death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments are scheduled deferred pursuant to this Section 25 shall be paid and are in fact paid during the short-term deferral period, as short-term deferrals pursuant a lump sum to Treasury regulation §1.409A-1(b)(4)EMPLOYEE, and then any remaining payments due under the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii), and for this purpose each payment Agreement shall be considered a separate payment such that the determination of whether a payment qualifies paid 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 deferralsotherwise provided herein. To the extent any amounts under applicable, this Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms Agreement shall be deemed interpreted in accordance with the applicable exemptions from Section 409A of the Code. To the extent that any provision of the Agreement is ambiguous as to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in its compliance with Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount provision shall be read in such a manner that no payments payable under this Release (iAgreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) constitutes of the payment Code. Each series of nonqualified deferred compensation, installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Code Section 409A, (ii) is 409A of the Code. Any reimbursement of expenses or in-kind benefits payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of Executive’s separation from service, such payment Agreement shall be delayed until made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the earlier last day of EMPLOYEE'S taxable year following the taxable year in which EMPLOYEE incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of EMPLOYEE'S will not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of EMPLOYEE'S, and EMPLOYEE'S right to occur of (a) the six-month anniversary of the separation from service reimbursement for such amounts shall not be subject to liquidation or (b) the date of Executive’s death.exchange for any other benefit

Code Section 409A. (a) To the extent applicable, this Agreement shall be interpreted and applied consistent and in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Release Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Release will Agreement may not be construedeither exempt from or compliant with Section 409A of the Code and related Department of Treasury guidance, administered the Company may in its sole discretion adopt such amendments to this Agreement or deemed amended as take such other actions that the Company determines are necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of such compensation and benefits, or (ii) comply with the requirements of Section 409A of the Internal Revenue Code and related Department of 1986Treasury guidance; provided, as amended however, that this Section 10(a) shall not create any obligation on the part of the Company to adopt any such amendment or take any other action. (the “Code”b) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 permitted under this Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A of the Code, as any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the date of Executive’s separation from service, then Code and Section 5(d) hereof to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any amount payable other applicable exception or provision of Section 409A of the Code. (c) To the extent that any payments or reimbursements provided to Executive under this Release (iAgreement are deemed to constitute compensation to which Treasury Regulation Section 1.409A-3(i)(1)(iv) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of Executive’s separation from serviceapply, such payment amounts shall be delayed until the earlier paid or reimbursed to occur of (a) the six-month anniversary Executive reasonably promptly, but not later than December 31 of the separation from service year following the year in which the expense was incurred. The amounts of any such payments eligible for reimbursement in one year shall not affect the payments or (b) the date of expenses that are eligible for payment or reimbursement in any other taxable year, and Executive’s death's right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. Notwithstanding any provision of anything in this Release Agreement to the contrary, the receipt of any benefits under this Release will Agreement as a result of a termination of Participant as a director shall be construed, administered or deemed amended as necessary subject to comply with the requirements of Section 409A satisfaction of the Internal Revenue Code condition precedent that the Participant undergo a “separation from service” within the meaning of 1986Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, as amended (if a Participant is deemed to be a “specified employee” within the “Code”) to avoid taxation meaning of that term under Code Section 409A(a)(1) 409A(a)(2)(B), then with regard to any payment or the extent subject provisions of any benefit that is required to be delayed pursuant to Code Section 409A. However409A(a)(2)(B), under no circumstances such payment or benefit shall the Company, Western Union, not be made or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to be exempt from Code Section 409A provided prior to the maximum extent possible, first, to earlier of (i) the extent such payments are scheduled to be paid and are in fact paid during expiration of the short-term deferral period, as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and then under six (6) month period measured from 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 date of 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to ExecutiveParticipant’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive (as such term is a “specified employee,” as defined in Section 409A of the CodeTreas. Reg. § 1.409A-1(h)), as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, or (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of 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 Executivethe Participant’s deathdeath (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.

Code Section 409A. Notwithstanding (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code of 1986, and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If any provision of this Release Agreement (or of any award of compensation, including equity compensation or benefits) would cause you to incur any additional tax or interest under Code Section 409A, the contraryCompany shall, this Release will be construedafter consulting with you, administered or deemed amended as necessary reform such provision to comply with Code Section 409A; provided, that the requirements of Section 409A Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to you of the Internal Revenue applicable provision without violating the provisions of Code Section 409A. (ii) Notwithstanding any provision to the contrary in this Agreement, if you are deemed on the Date of 1986Termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code and the Company is a public company, then the payments specified as amended being subject to this Section 11(b)(ii) shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (A) the expiration of the six month period measured from the date of your “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (B) the date of your death (the “CodeDelay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 11(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to avoid taxation you in a lump sum, and any remaining payments due under Code Section 409A(a)(1this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the extent payment of any amounts or benefits subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, 409A upon or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 following 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” employment unless such terms shall be deemed to refer to Executive’s termination is also a “separation from service,” within the meaning of Code Section 409A. Notwithstanding 409A and, for purposes of any other such provision in of this ReleaseAgreement, if Executive is references to a “specified employeetermination,” as defined in Section 409A “termination of the Code, as of the date of Executive’s employment” or like terms shall mean “separation from service.” (iv) (a) All expenses or other reimbursements as provided herein shall be payable in accordance with the Company’s policies in effect from time to time, then but in any event shall be made on or prior to the extent last day of the taxable year following the taxable year in which such expenses were incurred by you (b) no such reimbursement or expenses eligible for reimbursement in any amount payable under this Release taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year and (ic) constitutes the payment of nonqualified deferred compensation, within the meaning right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. (v) For purposes of Code Section 409A, your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of Executive’s separation from servicee.g., such “payment shall be delayed until the earlier to occur of made within thirty (a30) the six-month anniversary of the separation from service or (b) days following the date of Executive’s deathtermination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

Code Section 409A. Notwithstanding any provision The intent of the Parties is that payments and benefits under this Release to the contrary, this Release will be construed, administered or deemed amended as necessary to Agreement comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) ), and the regulations and guidance promulgated thereunder and, accordingly, to avoid taxation under Code Section 409A(a)(1) the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith to the extent this Agreement is subject to Code Section 409A. HoweverNotwithstanding any other provision of this Agreement, payments provided under no circumstances shall the Companythis Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service, Western Unionas a short-term deferral, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive as a settlement payment pursuant to this Release are intended to a bona fide legal dispute shall be exempt excluded 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 that reimbursements or other in-kind benefits under this Release are payable by reference to Executive’s Agreement constitute “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning ” for purposes of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would all expenses or reimbursements shall be payable made on or prior to the sixlast day of the taxable year following the taxable year in which they were incurred, and no reimbursement or in-month anniversary kind benefits provided in any year shall in any way affect those provided in any other year. For purposes of Code Section 409A, Executive’s separation from service, such payment right to receive any installment payments pursuant to this Agreement shall be delayed until the earlier treated as a right to occur receive a series of (a) the six-month anniversary of the separation from service or (b) the date of Executive’s deathseparate and distinct payments. EXECUTIVE’S ACKNOWLEDGEMENT OF FULL UNDERSTANDING: EXECUTIVE ACKNOWLEDGES AND AGREES THAT EXECUTIVE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. EXECUTIVE ACKNOWLEDGES AND AGREES THAT EXECUTIVE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF EXECUTIVE’S CHOICE BEFORE SIGNING THIS AGREEMENT. EXECUTIVE FURTHER ACKNOWLEDGES THAT EXECUTIVE’S SIGNATURE BELOW IS AN AGREEMENT TO RELEASE THE COMPANY FROM ANY AND ALL CLAIMS.

Code Section 409A. Notwithstanding any provision It is the intent of the parties that all payments to K▇▇▇▇▇▇ pursuant to this Release to the contrary, this Release will be construed, administered or deemed amended as necessary to Agreement comply with the requirements of Section 409A of the Internal Revenue Code of 1986Code, as amended and the regulations and other guidance issued thereunder (the “CodeSection 409A”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However), under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to be exempt from Code Section 409A and to the maximum extent possible, first, permitted by law this Agreement shall be interpreted in a manner that is consistent with such intent. Without limiting the generality of the foregoing (a) Each installment of severance paid 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 K▇▇▇▇▇▇ shall be considered a separate payment such that “payment” for purposes of Section 409A. (b) If the determination ninetieth day following the date of whether a payment qualifies as a short-term deferral K▇▇▇▇▇▇’▇ termination without cause or resignation for good reason ends in the calendar year following the date of termination then, to the extent required by Section 409A, no payments of severance shall be made without regard paid to whether other payments so qualify him until the first payroll date in the following calendar year, and the determination of whether a payment qualifies under the separation pay exemption all amounts that otherwise would have been paid prior to such date shall be made without regard to any payments which qualify as short-term deferrals. To the extent any amounts under this Release are payable by reference to Executive’s “paid on such date in a lump sum. (c) If K▇▇▇▇▇▇ incurs a termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s employment that does not constitute a “separation from service,” within as defined in Section 409A, then any amounts payable to him by reason of such termination of employment shall, to the meaning extent required by Section 409A, be deferred until K▇▇▇▇▇▇ incurs a separation from service as so defined, or if earlier the date of Code his death, and shall be paid on such date in a lump sum. (d) If on the date that K▇▇▇▇▇▇ incurs a separation from service as defined in Section 409A. Notwithstanding any other provision in this Release, if Executive 4▇▇▇ ▇▇▇▇▇▇▇ is a “specified employee,” as defined in Section 409A 409A, any amounts payable by reason of the Code, as of the date of Executive’s such separation from serviceservice (including amounts deferred pursuant to paragraph (c)) shall, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code required by Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed deferred until the earlier to occur of (a) the six-first day of the seventh month anniversary of following the month that includes the separation from service or (b) the date of Executive’s his death, and shall be paid on such date in a lump sum. (e) Any reimbursement of expenses that constitutes taxable income shall be paid not later than the last day of the year following the year in which K▇▇▇▇▇▇ incurs the expense, and shall otherwise comply with the requirements of Section 409A governing reimbursement and in-kind benefits.

Code Section 409A. Notwithstanding any provision of (a) This Agreement and the amounts payable and other benefits provided under this Release to the contrary, this Release will be construed, administered or deemed amended as necessary Agreement are intended to comply with the requirements of with, or otherwise be exempt from, Section 409A of the Internal Revenue Code (“Section 409A”), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and construed in a manner consistent with the requirements and exemptions under Section 409A. If any provision of 1986this Agreement is found not to comply with, or otherwise not be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole reasonable discretion of the Employer and without requiring the Executive’s consent, in such manner as the Employer reasonably determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion, the Employer shall modify this Agreement in the least restrictive manner necessary and provided further that the Employer have no obligation to indemnify the Executive or hold the Executive harmless from any adverse tax consequences related to any failure to comply with Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. (b) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as amended (the “Code”) to avoid taxation provided under Code Section 409A(a)(1) this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the extent subject to Code Section 409A. Howeverfollowing limitations: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive except for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 409A. The payments to Executive pursuant to this Release are intended to be exempt from Code Section 409A to 105(b) of the maximum extent possible, first, to Internal Revenue Code; (ii) 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 reimbursement of whether a payment qualifies as a short-term deferral an eligible expense shall be made without regard as specified in this Agreement and in accordance with Employer’s normal reimbursement procedures for senior management, and (iii) the right to whether other payments so qualify and the determination of whether reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit. (c) If a payment qualifies obligation under this Agreement arises on account of the separation pay exemption Executive’s termination of her employment and such payment obligation constitutes “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12)), it shall be made without regard to any payments which qualify as short-term deferrals. To payable only after the extent any amounts under this Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within (as defined under Treasury Regulation section 1.409A-1(h)); provided, however, that if the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” (as defined in Section 409A under Treasury Regulation section 1.409A-1(i)), any such payment obligation that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the Code, as of seventh month beginning after the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under or, if earlier, within fifteen days after the terms appointment of this Release would be payable prior to the six-month anniversary personal representative or executor of the Executive’s separation from service, such payment shall be delayed until estate following the earlier to occur of (a) the six-month anniversary of the separation from service or (b) the date of Executive’s death.

Code Section 409A. Notwithstanding any provision of To the extent applicable, the parties intend that this Release to the contrary, this Release will Agreement shall be construed, administered or deemed amended as necessary to comply interpreted and construed in a manner consistent with the requirements applicable provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release409A, including any taxes, penalties regulations or interest imposed other guidance promulgated thereunder. For purposes thereof: (a) each payment under Code Section 409A. The payments to Executive pursuant to this Release are intended to Agreement shall be exempt from Code Section 409A to treated as a separate payment; (b) 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 exclusions for 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 payments on account of involuntary termination of employment shall be considered applied to the fullest extent applicable; (c) payments to be made upon a separate payment such termination of employment or on account of Executive’s Separation Date that are deemed to constitute deferred compensation within the determination meaning of whether a payment qualifies as a short-term deferral Code Section 409A 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to upon Executive’s “separation from service,” as determined thereunder; (d) any reference herein to the termination of Executive’s employment or to Executive’s termination date or words of similar import shall mean and be deemed to refer to the date of his “separation from service” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, 409A; (e) if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payments that are deemed to constitute deferred compensation within the meaning of Code Section 409A and that are payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary on account of Executive’s separation from service, such payment shall be delayed until for six months as required under Code Section 409A, and shall be made when first permitted, without liability for interest or loss of investment opportunity thereon; (f) to the earlier extent they constitute deferred compensation within the meaning of Code Section 409A, all reimbursements and in-kind payments to occur be provided hereunder during one calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; and (g) any reimbursement of (a) an eligible expense shall be made promptly after proper substantiation of such expenses, but in no event later than the six-month anniversary last day of the separation from service calendar year following the calendar year in which the expense was incurred and the right to reimbursement or (b) the date of Executive’s deathin-kind benefits shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. Notwithstanding any provision of this Release to (a) To the contraryextent applicable, this Release will Agreement shall be construed, administered or deemed amended interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Each series of installment payments made under this Agreement is hereby designated as necessary to comply with a series of “separate payments” within the requirements meaning of Section 409A of the Internal Revenue Code of 1986, as amended Code. (the “Code”b) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if If Executive is a “specified employee,” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s separation Separation from serviceService, then to the extent any amount payable that the payments or benefits under this Release Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9.8(b) shall be paid or distributed to Executive in a lump sum on the earlier of (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409Adate that is six (6)-months following Executive’s Separation from Service, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of 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 Executive’s deathdeath or (iii) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. US-DOCS\86088549.7 (c) Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any tax year of Executive shall not affect in-kind benefits or reimbursements to be provided in any other tax year of Executive and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be made to Executive as soon as administratively practicable following such submission, but in no event later than the last day of Executive’s taxable year following the taxable year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after the last day of Executive’s taxable year following the taxable year in which the expense was incurred. This section shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to Executive.

Code Section 409A. Notwithstanding (a) Although the Company does not guarantee to the Executive any provision particular tax treatment relating to the payments and benefits paid in accordance with the terms and conditions of this Release to Agreement, it is the contrary, intent of the parties that payments and benefits under this Release will be construed, administered or deemed amended as necessary to Agreement comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to be exempt from Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent possiblepermitted, first, to the extent such payments are scheduled this Agreement shall be interpreted to be paid and are in fact paid during compliance therewith. The parties agree to reasonably cooperate to take all further actions necessary to satisfy the short-term deferral period, as short-term deferrals pursuant requirements of Code Section 409A. (b) A termination of employment shall not be deemed to Treasury regulation §1.409A-1(b)(4), and then under have occurred for purposes of any provision of this Agreement providing for 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 or benefits that are considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Release are payable by reference Agreement, references to Executive’s a “termination,” “termination of employment” or like terms shall mean “separation from employmentservice.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the providing of any benefit made subject to this Section 21(b), to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such terms payment or benefit shall be deemed to refer to made or provided at the date which is the later of (i) eighteen (18) months following January 1, 2009 and (ii) the earlier of (A) expiration of the six (6)-month period measured from the date of the Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of and (B) the date of the Executive’s separation from servicedeath (the “Delay Period”). Upon the expiration of the Delay Period, then all payments and benefits delayed pursuant to this provision (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the extent Executive in a lump sum on the first business day following the end of the Delay Period (the “Delayed Payment Date”), and any amount payable remaining payments and benefits due under this Release Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (ic) constitutes All expenses or other reimbursements paid pursuant to this Agreement that are taxable income to the payment Executive shall in no event be paid later than the end of nonqualified deferred compensationthe calendar year next following the calendar year in which the Executive incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, within the meaning of Code except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is payable upon Executive’s separation from service in effect and (iii) under such payments shall be made on or before the terms last day of this Release would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until taxable year following the earlier to occur of (a) taxable year in which the six-month anniversary of the separation from service or (b) the date of Executive’s deathexpense occurred.

Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and applicable guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Employee by Code Section 409A or any damages for failing to comply with Code Section 409A. To the extent any taxable expense reimbursement or in-kind benefits under this Agreement is subject to Code Section 409A, the amount thereof eligible in any calendar year shall not affect the amount eligible for any other calendar year, in no event shall any expenses be reimbursed after the last day of the calendar year following the year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or receipt of in-kind benefits be subject to liquidation or exchange for another benefit. Notwithstanding any provision provisions of this Release Agreement to the contrary, this Release will be construed, administered or deemed amended as necessary to comply with if the requirements of Section 409A of the Internal Revenue Code of 1986, as amended Employee is a “specified employee” (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are 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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding 409A and determined pursuant to any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A of policies adopted by the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Company consistent with Code Section 409A), (ii) is payable upon Executiveat the time of the Employee’s separation from service and (iii) under if any portion of the terms of this Release payments or benefits to be received by the Employee upon separation from service would be considered deferred compensation under Code Section 409A and cannot be paid or provided to the Employee without the Employee incurring taxes, interest or penalties under Code Section 409A, amounts that would otherwise be payable prior pursuant to this Agreement and benefits that would otherwise be provided pursuant to this Agreement, in each case, during the six-month anniversary of Executiveperiod immediately following the Employee’s separation from service, such payment shall service will instead be delayed until paid or made available on the earlier to occur of (ai) the six-month anniversary first business day of the seventh month following the date of the Employee’s separation from service or (bii) the date of ExecutiveEmployee’s death.

Code Section 409A. Notwithstanding any provision All separation payments to be made upon a termination of employment under this Release to Agreement may be made only upon a “separation of service” within the contrary, this Release will be construed, administered or deemed amended as necessary to comply with the requirements meaning of Section 409A of the Internal Revenue Code and the Department of 1986Treasury regulations and other guidance promulgated thereunder. Notwithstanding any provision to the contrary in this Agreement, as amended (if EMPLOYEE is deemed by CUBIC at the time of EMPLOYEE’s separation from service to be a “Code”) to avoid taxation under specified employee” for purposes of Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to be exempt from Code Section 409A to the maximum extent possible, first401A(a)(2)(B)(i), to the extent delayed commencement of any portion of the benefits to which EMPLOYEE is entitled under this Agreement is required in order to 11 avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), such portion of EMPLOYEE’S benefits shall not be provided to EMPLOYEE prior to the earlier of (i) the expiration of the six-month period measured from the date of EMPLOYEE’S “separation of service” with CUBIC or (ii) the date of EMPLOYEE’S death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments are scheduled deferred pursuant to this Section 25 shall be paid and are in fact paid during the short-term deferral period, as short-term deferrals pursuant a lump sum to Treasury regulation §1.409A-1(b)(4)EMPLOYEE, and then any remaining payments due under the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii), and for this purpose each payment Agreement shall be considered a separate payment such that the determination of whether a payment qualifies paid 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 deferralsotherwise provided herein. To the extent any amounts under applicable, this Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms Agreement shall be deemed interpreted in accordance with the applicable exemptions from Section 409A of the Code. To the extent that any provision of the Agreement is ambiguous as to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in its compliance with Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount provision shall be read in such a manner that no payments payable under this Release (iAgreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) constitutes of the payment Code. Each series of nonqualified deferred compensation, installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Code Section 409A, (ii) is 409A of the Code. Any reimbursement of expenses or in-kind benefits payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of Executive’s separation from service, such payment Agreement shall be delayed until made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the earlier last day of EMPLOYEE’S taxable year following the taxable year in which EMPLOYEE incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of EMPLOYEE’S will not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of EMPLOYEE’S, and EMPLOYEE’S right to occur of (a) the six-month anniversary of the separation from service reimbursement for such amounts shall not be subject to liquidation or (b) the date of Executive’s death.exchange for any other benefit

Code Section 409A. Notwithstanding (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and the regulations and guidance promulgated thereunder, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. For purposes of Section 409A of the Code, ▇▇▇▇’▇ right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may ▇▇▇▇, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation. (b) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) such payments, if not reimbursed sooner, shall be made on or before the last day of ▇▇▇▇’▇ taxable year following the taxable year in which the expense was incurred. (c) In the event that ▇▇▇▇ is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company on the Resignation Date) and there are payments made under this Agreement that are subject to Section 409A of the Code, then any such payments or benefits that would otherwise be payable during the six-month period immediately following the Resignation Date will be paid, with interest (as defined in the Plan Agreement), on the first business day after the date that is six months following ▇▇▇▇’▇ Resignation Date. (d) In the event that the Company determines that a provision of this Release Agreement does not comply with Section 409A of the Code, the Company may modify this Agreement, in the least restrictive manner necessary and without diminution in the value of the payments to ▇▇▇▇, in order to cause the contrary, provisions of this Release will be construed, administered or deemed amended as necessary Agreement to comply with the requirements of Section 409A of the Internal Revenue Code of 1986Code, so as amended (the “Code”) to avoid taxation the imposition of taxes and penalties on ▇▇▇▇ pursuant to Section 409A of the Code. Changes in the form or timing of payments under this Agreement shall not be allowed. This Agreement is intended to comply with Section 409A of the Code Section 409A(a)(1) to the extent subject to Code Section 409A. Howeverthereto, under no circumstances shall the Companyand, Western Unionaccordingly, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Release are intended to be exempt from Code Section 409A to the maximum extent possiblepermitted, first, to the extent such payments are scheduled this Agreement shall be interpreted and administered to be paid and in compliance therewith. Any payments described in this Agreement that are in fact paid during due within the “short-term deferral period, as short-term deferrals pursuant ” or subject to Treasury regulation §1.409A-1(b)(4), and then under the a “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 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,plan” as defined in Section 409A of the Code, Code shall not be treated as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would be payable prior to the six-month anniversary of 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 Executive’s deathcompensation unless applicable laws require otherwise.