EX-10.01






Exhibit 10.01




SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS




This Separation Agreement and Release of All Claims (“Agreement”) is entered into by and between
Anthony P. Ryan (“Mr. Ryan”) and MoneyGram International, Inc., a Delaware corporation, and its
predecessors, successors, affiliates, subsidiaries and related companies (“MoneyGram”). This
Agreement is effective as of the date it is duly executed by both parties.



A. MoneyGram employed Mr. Ryan in the position of President and Chief Executive Officer.



B. MoneyGram and Mr. Ryan have mutually agreed upon the following payments, benefits, and
other terms and conditions relating to the end of their employment relationship and to the
resolution of all actual and potential disputes between them.



C. Mr. Ryan is a party to the Severance Agreement dated May 6, 2009 (the “May 2009 Severance
Agreement”) and a participant in the MoneyGram International, Inc. Special Executive Severance Plan
(Tier I) (the “Special Severance Plan”).



Therefore, MoneyGram and Mr. Ryan agree as follows:



1. Termination of Employment; Consulting Agreement. Mr. Ryan’s employment with MoneyGram
terminated without “Cause” (as such term is defined in the Special Severance Plan) as of September
1, 2009 (the “Separation Date”). As of the Separation Date, Mr. Ryan resigned from all positions
he held with MoneyGram and/or its subsidiary or affiliate companies, including his position as a
member of the Board of Directors of MoneyGram (the “Board”). On the date hereof, Mr. Ryan and
MoneyGram shall enter into a consulting agreement (the “Consulting Agreement”) in substantially the
form attached hereto as Exhibit A.



2. Release of Claims by Mr. Ryan. In consideration for the receipt of the payments and
other benefits described in this Agreement, to which Mr. Ryan understands and acknowledges he may
not otherwise be entitled without executing this Agreement and subject to MoneyGram’s compliance
with its obligations under this Agreement, Mr. Ryan hereby releases and forever discharges
MoneyGram, its parent companies, predecessors, successors, affiliates, subsidiaries, related
companies, shareholders, and their respective members, managers, partners, employees, officers,
agents, and directors (individually a “Released Party” and collectively the “Released Parties”)
from any and all claims and causes of action, known or unknown, against any of the Released
Parties, including but not limited to:




2.1 All claims arising out of or relating to Mr. Ryan’s employment with MoneyGram
and/or Mr. Ryan’s separation from that employment.




2.2 All claims arising out of or relating to the statements, actions, or omissions
of the Released Parties.




2.3 All claims for any alleged unlawful discrimination, harassment, retaliation or
reprisal, or other alleged unlawful practices arising under any federal, state, or
local statute, ordinance, or regulation, including without limitation, claims under
Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in
Employment Act of 1967, as amended; the Americans with Disabilities Act of 1990, as
amended; the Family and Medical Leave Act of 1993; the Equal Pay Act of 1963; the
Worker Adjustment and Retraining Notification Act; the Employee Retirement Income
Security Act of 1974; the Fair Credit Reporting Act; the Minnesota Human Rights Act,
any other federal, state or local anti-discrimination acts, state wage payment
statutes and non-interference or non-retaliation statutes.




2.4 All claims for alleged wrongful discharge; breach of contract; breach of implied
contract; failure to keep any promise; breach of a covenant of good faith and fair
dealing; breach of fiduciary duty; promissory estoppel; Mr. Ryan’s activities, if
any, as a “whistleblower”; defamation; infliction of emotional distress; fraud;
misrepresentation; negligence; harassment; retaliation or reprisal; constructive
discharge; assault; battery; false imprisonment; invasion of privacy; interference
with contractual or business relationships; any other wrongful employment practices;
and violation of any other principle of common law.




2.5 All claims for compensation of any kind, including without limitation,
commission payments, bonus payments, vacation pay, expense reimbursements,
reimbursement for health and welfare benefits, and perquisites, except as otherwise
provided in this Agreement and the Consulting Agreement.




2.6 All claims for back pay, front pay, reinstatement, other equitable relief,
compensatory damages, damages for alleged personal injury, liquidated damages, and
punitive damages.




2.7 All claims for attorneys’ fees, costs, and interest, except for those arising
under the Special Severance Plan.




2.8 All claims, including without limitation, claims for any payments or benefits
under the May 2009 Severance Agreement.



MoneyGram acknowledges and agrees, however, that Mr. Ryan does not release (i) any claims
that the law does not allow to be waived by private agreement, (ii) any claims that are based on
events occurring after the date on which Mr. Ryan signs this Agreement, or (iii) any claims to
indemnification or insurance coverage, including but not limited to, “D & O coverage”, that he may
have with respect to any claims made or threatened against him in his capacity as a director,
officer or employee of MoneyGram.



3. Payments and Benefits under the Special Severance Plan. Specifically in consideration
of the release of claims in this Agreement, and subject to (x) Mr. Ryan signing this Agreement
within the time period prescribed in Section 10 and (y) not revoking the release of claims in this
Agreement pursuant to Section 11 hereof, MoneyGram shall make the following payments and provide
the following benefits to Mr. Ryan pursuant to and as provided in the Special Severance Plan:




3.1 Severance. A payment in the amount of $950,000, less any and all
applicable voluntary and required withholdings, representing salary severance, and a
payment in the amount of $1,189,258, less any and all applicable and voluntary and
required withholdings, representing bonus severance. These salary severance and
bonus severance amounts shall be determined in accordance with the terms of Section
6(a) of the Special Severance Plan, and Mr. Ryan acknowledges and agrees that the
salary severance and bonus severance amounts set forth above are subject to final
determination by Ernst & Young LLP (“Ernst”) which is the Accounting Firm for the
Special Severance Plan. Mr. Ryan further acknowledges and agrees that to satisfy the
requirements of Section 409A of the Internal Revenue Code of 1986 and the Treasury
regulations promulgated thereunder (“Section 409A”), the salary severance and bonus
severance payments above shall be made on the first business day of the seventh
month following Mr. Ryan’s “separation from service”.




3.2 Medical and Dental Coverage. MoneyGram will continue to provide Mr. Ryan
with the same medical and dental coverage from October 1, 2009 through March 31,
2011 and on the same terms and conditions provided to members of MoneyGram’s
Executive Committee, and Mr. Ryan shall be required to pay no more for such coverage
than he would have been required to pay had he continued active employment in the
same capacity with MoneyGram during that period. MoneyGram will reimburse Mr. Ryan
for the tax cost, if any, arising from income imputed to him due to the provision of
this coverage. Reimbursement for tax cost payable during the first six months
following Mr. Ryan’s “separation from service” shall be delayed to the first
business day of the seventh month following Mr. Ryan’s “separation from service” to
satisfy the requirements of Section 409A.




3.3 Life Insurance. MoneyGram shall continue to provide to Mr. Ryan at its
cost the same basic life insurance coverage through March 31, 2011 on the same terms
as if he were still employed by MoneyGram. MoneyGram will reimburse Mr. Ryan for the
tax cost, if any, arising from income imputed to him due to the provision of this
coverage. Reimbursement for tax cost payable during the first six months following
Mr. Ryan’s “separation from service” shall be delayed to the first business day of
the seventh month following Mr. Ryan’s “separation from service” to satisfy the
requirements of Section 409A. Further, to the extent that Mr. Ryan’s right to life
insurance coverage set forth above (or reimbursements for the cost of such coverage,
as applicable) is taxable to Mr. Ryan, he shall pay for such coverage for the first
six months following Mr. Ryan’s “separation from service” and shall be reimbursed
for such payments on the first business day of the seventh month following Mr.
Ryan’s “separation from service” to satisfy the requirements of Section 409A.




3.4 Special Retirement Benefits. Mr. Ryan or his beneficiaries shall be
paid special retirement benefits under the MoneyGram Supplemental Pension Plan
(“SERP”) as and when Mr. Ryan or such beneficiaries become entitled to benefits
under the SERP, equal to the excess of (i) the retirement benefits that would be
payable to Mr. Ryan or such beneficiaries under the SERP if Mr. Ryan’s employment
had continued through March 24, 2011 (the “Severance Period”), assuming all of his
accrued benefits under the SERP (including those attributable to the Severance
Period) were fully vested, and his final average compensation was equal to the
“Deemed Final Average Compensation” (as defined in the Special Severance Plan) over
(ii) the total benefits actually payable to Mr. Ryan or his beneficiaries under the
SERP. All such benefits will be payable pursuant to the terms and conditions of the
SERP, and no additional enhancements will be made to Mr. Ryan’s SERP benefits under
the terms of the SERP or otherwise.




3.5 Outplacement Services. Mr. Ryan shall receive reimbursement for the
cost of reasonable outplacement services for a period of two (2) years following the
Separation Date, up to a maximum reimbursement of $15,000.




3.6 Financial Counseling. Mr. Ryan will receive financial counseling
benefits pursuant to, and in accordance with, Section 6(b)(iv) of the Special
Severance Plan.



The parties agree that the payments and benefits under this Section 3 satisfy any and all of
MoneyGram’s obligations under the Special Severance Plan. Mr. Ryan shall have no right to any
additional or further payments or benefits pursuant to the Special Severance Plan. MoneyGram
acknowledges and agrees that its obligation to make the payments under the Special Severance Plan,
as described in this Section 3, shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, or recoupment rights MoneyGram may have against Mr. Ryan now
or in the future. MoneyGram acknowledges and agrees that Mr. Ryan shall not be obligated to seek
other employment in mitigation of the above payments, and the obtaining of any such other
employment shall in no event effect any reduction of MoneyGram’s obligations to make the above
payments.



In the event it should be determined that any of the payments made hereunder to Mr. Ryan would be
subject to any excise tax imposed by Section 4999 of the Internal Revenue Code of 1986 (the
“Internal Revenue Code”), then Mr. Ryan shall be entitled to receive an additional payment (the
“Gross-Up Payment”) in an amount such that, after payment by Mr. Ryan of all taxes (and any
interest and penalties imposed with respect thereto as a direct result of any Underpayment as
determined under the Special Severance Plan or any other action or inaction of MoneyGram, but not
any interest and penalties imposed as a direct result of Mr. Ryan’s failure to timely remit taxes)
and excise tax imposed upon the Gross-Up Payment, Mr. Ryan will retain an amount of the Gross-Up
Payment equal to the excise tax that has been imposed. The parties’ rights and obligations with
respect to any Gross-Up Payment shall be determined pursuant to and conditioned upon compliance
with the terms of Section 7 of the Special Severance Plan.



4. Payments of Accrued Amounts and Other Benefits. Specifically in consideration of Mr.
Ryan’s prior services to MoneyGram and the release of claims in this Agreement, and subject to (x)
Mr. Ryan signing this Agreement within the time period prescribed in Section 10 and (y) and not
revoking the release of claims in this Agreement pursuant to Section 11 hereof, MoneyGram shall pay
the following accrued amounts and provide the following benefits to Mr. Ryan: 




4.1 Provided that (i)(x) MoneyGram actually achieves the criteria requisite to make
payments in respect of awards for 2009 under the Management and Line of Business
Incentive Plan (the “MIP”) or (y)  the Board or the appropriate committee of the
Board authorizes MoneyGram to make payments in respect of MIP awards as if the
requisite criteria for 2009 had been met for such year under the MIP and
(ii) MoneyGram in fact makes payments in respect of MIP awards for 2009 to all or
substantially all of the MoneyGram Executive Committee MIP participants for such
year, Mr. Ryan shall be eligible to receive a MIP award for 2009, which shall be
prorated based on the Separation Date; provided that such amount shall in no event
exceed 75% of Mr. Ryan’s annual target incentive opportunity for 2009 under the MIP.
Any such amount, if paid shall be paid on the date payments are made to other MIP
participants, but in no event later than March 15 of the year immediately following
the year in which such payment is no longer subject to a substantial risk of
forfeiture within the meaning of Section 409A.




4.2 MoneyGram shall pay Mr. Ryan for all vacation that is accrued but unused as of
the Separation Date (i.e., 18 days). Payment for accrued but unused vacation shall
be made in a lump sum payment within sixty (60) days of the Separation Date.




4.3 Mr. Ryan’s participation in the MoneyGram International, Inc. 401(k) Program
(“401(k) Program”) and MoneyGram’s matching obligation under the 401(k) Program
ceased as of the Separation Date, and any distribution of the 401(k) Program’s funds
will be in accordance with the provisions of the 401(k) Program.




4.4 The MoneyGram Pension Plan was frozen effective December 31, 2003. Funds due to
Mr. Ryan under the MoneyGram Pension Plan, if any, will be distributed to Mr. Ryan
in accordance with the provisions of the MoneyGram Pension Plan.




4.5 Mr. Ryan’s business travel accident, short-term disability and long-term
disability coverage ceased as of the Separation Date. Conversion of Mr. Ryan’s
group long-term disability coverage to individual coverage, if any, shall be at Mr.
Ryan’s sole expense.




4.6 Mr. Ryan may possess exercisable Viad Corp. and/or MoneyGram stock option
rights. Mr. Ryan agrees (i) to observe MoneyGram’s policy on insider trading and
(ii) not to purchase or sell MoneyGram stock while in possession of inside
information, or prior to the next window period that begins at or after Mr. Ryan’s
Separation Date. All such stock option rights must be exercised within the
respective exercise periods set forth in the applicable stock option agreements or
they will expire; provided, however, that if, under MoneyGram’s policy on insider
trading, Mr. Ryan is not permitted to exercise a stock option on the date on which
the exercise period of such stock option expires, such exercise period instead shall
expire ten (10) business days after the commencement of the period that Mr. Ryan
first may exercise such stock option under MoneyGram’s policy on insider trading;
provided further, that in no event may such stock option be exercised after the
expiration of its term. Mr. Ryan may exercise his MoneyGram stock options, if any,
by contacting Carrie Shober at 952-591-3062, via the Internet
(www.etrade.com/stockplans) or by contracting E*Trade at 1-800-387-2331.
Mr. Ryan may exercise his Viad Corp stock options, if any, by contacting Debi Atkins
at 602-207-5803, via the Internet (www.etrade.com/stockplans) or by
contacting E*Trade at 1-800-387-2331. Notwithstanding anything to the contrary in
the Non-Qualified Stock Option Agreement dated as of May 6, 2009 between Mr. Ryan
and MoneyGram, and only with respect to MoneyGram stock option rights, Mr. Ryan may
pay the applicable stock option exercise price by reducing the number of shares of
common stock otherwise deliverable upon the exercise of such stock option rights by
the number of shares of common stock having an aggregate Fair Market Value (as
defined in the MoneyGram International Inc. 2005 Omnibus Incentive Plan) on the date
of exercise equal to the aggregate stock option exercise price.




4.7 Funds due to Mr. Ryan, if any, under the MoneyGram International, Inc. Deferred
Compensation Plan will be paid to Mr. Ryan in accordance with the provisions of that
plan.



Mr. Ryan shall have no right to any additional or further payments or benefits under this Agreement
or otherwise, except pursuant to this Consulting Agreement.



5. Section 409A.




5.1 The intent of the parties is that payments and benefits under this Agreement
comply with or be exempt from Section 409A and, accordingly, to the maximum extent
permitted, this Agreement shall be interpreted to be in compliance therewith. To
the extent that any provision hereof is modified in order to comply with or be
exempt from 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 Mr. Ryan and MoneyGram of the applicable provision without violating the
provisions of Section 409A. In no event whatsoever will MoneyGram be liable for any
additional tax, interest or penalties that may be imposed on Mr. Ryan under Section
409A or any damages for failing to comply with Section 409A.




5.2 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
subject to Section 409A upon or following a termination of employment unless such
termination is also a “separation from service” as defined in Section 1.409A-1(h) of
the Treasury regulations, including the default presumptions 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 Mr. Ryan is
deemed on the date of termination to be a “specified employee” within the meaning of
that term under Section 409A(a)(2)(B), then with regard to any payment or the
provision of any benefit that is otherwise considered nonqualified deferred
compensation under Section 409A payable on account of a “separation from service,”
such payment or benefit shall be made or provided on the first business day of the
seventh month following Mr. Ryan’s “separation from service” (the “Delay Period”).
Upon the expiration of the Delay Period, all payments and benefits delayed pursuant
to this Section 5.2 shall be paid or reimbursed to Mr. Ryan 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.
Notwithstanding the foregoing, to the extent that the foregoing applies to the
provision of any ongoing welfare benefits to Mr. Ryan that would not be required to
be delayed if the premiums therefor were paid by Mr. Ryan, Mr. Ryan shall pay the
full cost of premiums for such welfare benefits during the six-month period and
MoneyGram shall pay Mr. Ryan an amount equal to the amount of such premiums paid by
him during such six-month period promptly after its conclusion.




5.3 Notwithstanding anything herein to the contrary, (i) all expenses or other
reimbursements as provided herein shall be payable in accordance with MoneyGram’s
policies in effect from time to time, but in any event 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 Mr. Ryan; (ii) 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; (iii) the right to reimbursement or in-kind
benefits shall not be subject to liquidation or exchanged for another benefit; and
(iv) any tax gross-up payment as provided herein shall be made in any event no later
than the end of the calendar year immediately following the calendar year in which
Mr. Ryan remits the related taxes (and any reimbursement of expenses incurred due to
a tax audit or litigation shall be made no later than the end of the calendar year
immediately following the calendar year in which the taxes that are the subject of
the audit or litigation are remitted to the taxing authority, or, if no taxes are to
be remitted, the end of the calendar year following the calendar year in which the
audit or litigation is completed).




5.4 For purposes of Section 409A, Mr. Ryan’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 sixty (60) days following the date of termination”), the actual date
of payment within the specified period shall be within the sole discretion of
MoneyGram.



6. No Change of Control; No Right to Participate. The parties acknowledge and agree that
for all purposes, there has been no change of control (or change in control) of MoneyGram. Without
limiting the generality of the foregoing, the parties specifically acknowledge and agree that there
has been no “Change of Control” as defined the SERP, and that, Mr. Ryan is not entitled to any
payments or benefits under the SERP or any other payments, benefits, or rights that would arise as
a result of any change of control (or change in control) now or at any time in the future. Mr. Ryan
understands, acknowledges and agrees that he has no rights to any payments or benefits pursuant to
the May 2009 Severance Agreement. This Section 6 is not intended to alter or affect and does not
alter or affect (a) any determination as to whether any payments hereunder are subject to section
4999 of the Internal Revenue Code; (b) any Gross-Up Payment and/or (c) the parties’ rights and
obligations with respect to any Gross-Up Payment.



7. Claims Involving MoneyGram. Mr. Ryan warrants that he has not instituted, filed or
caused others to file or institute any charge, complaint or action against any Released Party. Mr.
Ryan warrants that, to the full extent permitted by law, he will not file or institute any charge,
complaint or action against any Released Party with respect to any matters arising before or on the
date Mr. Ryan signs this Agreement, other than with respect to enforcement of this Agreement and/or
the Consulting Agreement. Mr. Ryan will not recommend or suggest to any potential claimants or
employees of MoneyGram or their attorneys or agents that they initiate claims or lawsuits against
any Released Party, nor will Mr. Ryan voluntarily aid, assist, or cooperate with any claimants or
employees of MoneyGram or their attorneys or agents in any claims or lawsuits now pending or
commenced in the future against any Released Party; provided, however, that nothing in this
paragraph will be construed to prevent Mr. Ryan from giving truthful testimony in response to
direct questions asked pursuant to a lawful subpoena during any future legal proceedings involving
any Released Party. Further, this Agreement does not purport to limit any right Mr. Ryan may have
to file a charge under any civil rights statute or to participate in an investigation or proceeding
conducted by the Equal Employment Opportunity Commission or other investigative agency. This
Agreement does, however, waive and release any right to recover damages or other relief under any
civil rights statute.



8. Post-Employment Restrictions and Obligations. Mr. Ryan understands, acknowledges and
agrees that he continues to be bound by the post-employment restrictions and other obligations set
forth in the Employee Trade Secret, Confidential Information and Post-Employment Restriction
Agreement between Mr. Ryan and MoneyGram.



9. Non-Disparagement. Mr. Ryan hereby acknowledges that he is not aware of any acts or
practices of any Released Party that he knows or believes to be unlawful or unethical. Mr. Ryan
agrees not to express any derogatory or damaging statements about any Released Party, the
management of MoneyGram or MoneyGram’s business condition in any public way or to anyone who could
make these statements public. MoneyGram shall instruct its Chairman and Chief Executive Officer
not to knowingly disparage, criticize, or otherwise make any derogatory statements regarding Mr.
Ryan in any communications made in a public manner. Mr. Ryan and MoneyGram understand and
acknowledge that this non-disparagement provision is a material inducement to the making of this
Agreement and that if either party breaches this provision, the other party will be entitled to
pursue its legal and equitable remedies, including without limitation, the right to recover damages
(including but not limited to any amounts paid and/or owing under this Agreement) and to seek
injunctive relief. It is understood and acknowledged that nothing in this Section 9 will be
construed to prevent either party from giving truthful testimony in response to direct questions
asked pursuant to a lawful subpoena during any future legal proceedings.



10. Time to Consider Agreement. Mr. Ryan understands and acknowledges that he may take
twenty-one (21) calendar days to decide whether to sign this Agreement (“Consideration Period”).
Mr. Ryan represents that if he signs this Agreement before the expiration of the Consideration
Period, it is because he has decided that he does not need any additional time to decide whether to
sign this Agreement. Mr. Ryan further agrees that any changes, material or otherwise, made to this
Agreement do not restart or affect in any manner the original Consideration Period. Notwithstanding
any provision of this Agreement to the contrary, no payments under this Agreement shall be paid if,
within 60 days following the date of this Agreement, Mr. Ryan has not signed, with all periods of
revocation expired, this Agreement.



11. Right to Rescind or Revoke. Mr. Ryan understands and acknowledges that he has fifteen
(15) days to revoke the release of any claims under the Age Discrimination in Employment Act
(“ADEA”) and/or the Minnesota Human Rights Act (“MHRA”). Mr. Ryan understands and acknowledges
that if he wishes to revoke the above-referenced release of claims under the ADEA and/or the MHRA
after he has signed this Agreement, the revocation must be in writing and hand-delivered or mailed
to MoneyGram. If hand-delivered to MoneyGram, the revocation must be: (a) addressed and delivered
to Chief Executive Officer, MoneyGram International, Inc., 1550 Utica Avenue South, M.S. GHQ-8020,
Minneapolis, MN 55416, within the fifteen-day period. If mailed to MoneyGram, the revocation must
be: (a) postmarked within the fifteen-day period; (b) addressed to Chief Executive Officer,
MoneyGram International, Inc., 1550 Utica Avenue South, M.S. GHQ-8020, Minneapolis, MN 55416; and
(c) sent by certified mail, return receipt requested. In the event that Mr. Ryan provides a timely
revocation pursuant to this Section 11, MoneyGram may, in its sole discretion, (a) void this
Agreement in its entirety, or (b) void the release of Mr. Ryan’s ADEA and/or MHRA claims but
enforce the remainder of this Agreement according to its terms.



12. Return of Equipment. Except as necessary to render consulting services to MoneyGram
under the Consulting Agreement, Mr. Ryan shall within five (5) days following the date hereof,
diligently locate all of MoneyGram’s property within his possession and return to MoneyGram all of
MoneyGram’s property and information within his possession. Such property includes, but is not
limited to, credit cards, computers, copy machines, facsimile machines, lap top computers,
Blackberries, pagers, entry cards, keys, building passes, computer software, manuals, journals,
diaries, files, lists, codes, documents, correspondence, and methodologies particular to MoneyGram
and any and all copies thereof. Moreover, Mr. Ryan is strictly prohibited from destroying,
obliterating or altering any of MoneyGram’s property covered by this Section 12, and Mr. Ryan is
strictly prohibited from making copies, or directing copies to himself through e-mail or other
transmission, of any of MoneyGram’s property covered by this Section 12. After the date hereof,
Mr. Ryan agrees to promptly respond to any reasonable request by MoneyGram to return MoneyGram
property in his possession and/or control, and Mr. Ryan further agrees that should he later
discover any MoneyGram property in his possession and/or control, he will promptly return it to
MoneyGram without a specific request by MoneyGram to do so.



13. Reasonable Requests; Indemnification.




13.1 In addition to the consulting services to be provided pursuant to the
Consulting Agreement, Mr. Ryan will make himself available to MoneyGram either by
telephone or, if MoneyGram believes necessary, in person upon reasonable request and
notice, to assist MoneyGram in connection with any matter relating to services
performed by his on behalf of MoneyGram prior to the Separation Date. Mr. Ryan
further agrees that he will cooperate fully with MoneyGram in the defense or
prosecution of any claims or actions now in existence or which may be brought or
threatened in the future against or on behalf of MoneyGram, its directors,
shareholders, officers, or employees, including, but not limited to, appearing in
person to act as a witness with respect to such claims. Mr. Ryan will cooperate in
connection with such claims or actions including, without limitation, making himself
available in person to prepare for any proceeding (including depositions), to
provide affidavits, to assist with any audit, inspection, investigation, proceeding
or other inquiry, and to act and appear as a witness in connection with any
litigation or other legal proceeding affecting MoneyGram.




13.2 Mr. Ryan further agrees that should he be contacted (directly or indirectly) by
any individual or any person representing an individual or entity that is or may be
legally or competitively adverse to MoneyGram in connection with any claims or legal
proceedings, he will promptly notify MoneyGram of that fact in writing, but in no
event later than within three (3) calendar days after he is contacted. Such
notification shall include a reasonable description of the content of the
communication with the legally or competitively adverse individual or entity.




13.3 MoneyGram agrees that, to the extent not prohibited by law, it shall defend,
utilizing counsel of MoneyGram’s choosing, and fully indemnify Mr. Ryan in any
action, suit, claim or proceeding, whether actual, threatened, pending or completed,
whether judicial, administrative or investigative, whether Mr. Ryan or MoneyGram or
both are named or the subject matter thereof, arising out of Mr. Ryan’s performance
of services for MoneyGram, to the full extent provided under the articles, bylaws,
or any other governing document of MoneyGram or under applicable law.



14. Communications. Mr. Ryan agrees that he will not make any verbal or written comments
with respect to his separation from MoneyGram except in accordance with the communications plan
provided to Mr. Ryan on the Separation Date.



15. Full Compensation. Mr. Ryan agrees that the payments made and other consideration
provided by MoneyGram under this Agreement constitute full compensation for and extinguish all of
Mr. Ryan’s actual or potential claims, including, but not limited to, all claims for attorneys’
fees, costs, and disbursements, and all claims for any type of legal or equitable relief related to
his employment relationship with MoneyGram and termination of employment.



16. No Admission of Wrongdoing. Mr. Ryan understands, acknowledges and agrees that this
Agreement does not constitute an admission that MoneyGram has violated any local ordinance, state
or federal statute, or principle of common law, or that MoneyGram has engaged in any improper or
unlawful conduct or wrongdoing against Mr. Ryan. Mr. Ryan agrees that he will not characterize
this Agreement or the payment of any money or other consideration in accord with this Agreement as
an admission that MoneyGram has engaged in any wrongdoing.



17. Authority. Mr. Ryan represents and warrants that he has the legal capacity to enter
into this Agreement and that no causes of action, claims, or demands released pursuant to this
Agreement have been assigned to any person or entity not a party to this Agreement.



18. Right to Consult with Attorney. Mr. Ryan acknowledges that, by virtue of being
presented with this Agreement, Mr. Ryan has hereby been advised in writing and is fully aware of
his right to consult with an attorney of his own choosing for the purpose of determining whether to
sign this Agreement.



19. Knowing and Voluntary Action. Mr. Ryan acknowledges that he has had a full opportunity
to consider this Agreement and to ask any questions that he may have concerning this Agreement.
Mr. Ryan acknowledges that in deciding whether to sign this Agreement, he has not relied upon any
statements made by MoneyGram or its agents, other than the statements made in this Agreement and in
any MoneyGram benefit plans in which Mr. Ryan is a participant. Mr. Ryan further acknowledges that
he has not relied on any legal, tax or accounting advice from MoneyGram or its agents, except to
the extent required pursuant to Section 3 of this Agreement and/or Section 7 of the Special
Severance Plan.



20. Entire Agreement. Except as expressly stated to the contrary in this Agreement, this
Agreement, the Consulting Agreement, and the Employee Trade Secret, Confidential Information and
Post-Employment Restriction Agreement between Mr. Ryan and MoneyGram constitute the entire
agreement of the parties with respect to Mr. Ryan’s employment with MoneyGram, Mr. Ryan’s
separation from employment with MoneyGram and Mr. Ryan’s consulting relationship with MoneyGram.
Except as stated in this Agreement and the Consulting Agreement, Mr. Ryan shall have no rights to
payments, benefits or otherwise under any MoneyGram agreement or plan.



21. Miscellaneous Provisions.




21.1 No modification or waiver of any provision hereof will be binding on any party
unless in writing and signed by the parties hereto.




21.2 The invalidity or unenforceability of any particular provision hereof will not
affect the other provisions of this Agreement, and this Agreement is to be construed
in all respects as if such invalid or unenforceable provision(s) were omitted.




21.3 This Agreement is binding on and will inure to the benefit of the parties
hereto and their respective successors, permitted assigns, heirs, executors and
administrators.




21.4 This Agreement may not be assigned, in whole or in part, by either party hereto
without the prior written consent of the other party (any purported assignment
hereof in violation of this subparagraph being null and void), provided however,
that MoneyGram may, without prior consent, freely assign this Agreement to any
successor in interest to MoneyGram or any affiliate by merger, consolidation,
reorganization or otherwise by operation of law.



22. Counterparts. This Agreement may be executed simultaneously in two or more
counterparts, each of which will be deemed an original, but all of which together will constitute
one and the same instrument.



24. Governing Law. This Agreement will be construed in accordance with, and any dispute or
controversy arising from any breach or asserted breach of this Agreement will be governed by, the
internal laws, and not the law of conflicts, of the State of Delaware.



24. Notices. Any notice required or permitted to be given under this Agreement shall be
sufficient if made in writing and sent via Certified Mail, Return Receipt Requested and addressed
as follows:



If to Mr. Ryan:



Mr. Ryan’s current address on file with MoneyGram or such other address as Mr. Ryan shall provide
pursuant to written notice to MoneyGram.



If to MoneyGram:



MoneyGram International, Inc.


1550 Utica Avenue South, M.S. GHQ-8020


Minneapolis MN 55416


Attn: Chief Executive Officer



[SIGNATURE PAGE FOLLOWS]





1






IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated at their
respective signatures below.



      



Anthony P. Ryan



Date:       



MoneyGram International, Inc.



By:       



Its:       



Date:       



[THIS IS THE SIGNATURE PAGE TO THE SEPARATION AGREEMENT

AND RELEASE OF ALL CLAIMS BETWEEN THE ABOVE-REFERENCED PARTIES

EXHIBIT A




CONSULTING AGREEMENT




This CONSULTING AGREEMENT (this “Agreement”) is made as of the date set forth on the
signature page hereto, by and between Anthony P. Ryan (“Consultant”), and MoneyGram
International, Inc., a Delaware corporation (“MoneyGram”).



WHEREAS, MoneyGram employed Consultant in the position of President and Chief Executive
Officer;



WHEREAS, Consultant’s employment with MoneyGram terminated without cause as of September 1,
2009 (the “Effective Date”);



WHEREAS, Consultant will be deemed to have incurred a separation from service as of the
Effective Date for purposes of Section 409A of the Internal Revenue Code of 1986, as amended
(“Section 409A”);



WHEREAS, beginning on and as of the date hereof, MoneyGram desires to receive the services of
Consultant, and Consultant is willing and able to render such services on the terms and conditions
hereinafter set forth.



NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties
agree as follows:




1. Consulting Services.



MoneyGram and the Consultant agree that during the “Consulting Period” (as defined in Section
3 hereof), Consultant shall provide to MoneyGram consulting services (the “Consulting
Services”) as may be assigned to Consultant from time to time during the Consulting Period
relating to the following projects:



[INTENTIONALLY OMITTED]




It is the expectation of the parties that the Consulting Services shall not exceed a
total of sixty (60) hours. Consultant shall report to the Chief Executive Officer of MoneyGram or
to such other executive officer of MoneyGram as the Chief Executive Officer shall direct from time
to time during the Consulting Period.




2. Compensation.



2.1 MoneyGram shall pay Consultant at the rate of $500 per hour (the “Consulting
Fees”) in consideration of the Consulting Services. At the end of each calendar month during
the Consulting Period, Consultant shall submit a written invoice to MoneyGram, itemizing in
reasonable detail the dates on which Consulting Services were performed, the number of hours spent
performing such services and a brief summary description of the Consulting Services rendered.
MoneyGram shall pay Consultant the amounts due pursuant to such invoices within thirty (30) days
after such invoices are received by MoneyGram.



2.2 The Consulting Fees shall serve as the sole consideration paid by MoneyGram to Consultant
for the Consulting Services and any other obligations under this Agreement, and Consultant shall
not be entitled to any other payments or benefits hereunder other than those expressly provided
under this Agreement.



2.3 Consultant shall be responsible for the payment of all federal, state and local taxes
which shall become due on any money paid to Consultant by MoneyGram under the terms of this
Agreement.




3. Term of Services.



The term of this Agreement shall commence on, and Consultant shall perform the Consulting
Services for, a period beginning on the date hereof and ending 120 days after the date hereof,
unless terminated earlier in accordance with Section 4 hereof (the “Consulting Period”).




4. Termination.



4.1 Termination of the Consulting Period. Notwithstanding any provision to the
contrary contained elsewhere in this Agreement, either party may terminate the Consulting Period at
will for any reason upon written notice to the other party.



4.2 Return of Property. Consultant represents that Consultant has complied with
Section 12 of the Separation Agreement and Release of All Claims (the “Separation
Agreement”) as of the date hereof. Upon expiration of the Consulting Period, Consultant (or
his estate in the case of Consultant’s death) shall diligently locate all of MoneyGram’s property
still within his possession and return to MoneyGram all of MoneyGram’s property and information
still within his possession. Such property may include, but is not limited to, credit cards,
computers, copy machines, facsimile machines, lap top computers, Blackberries, pagers, entry cards,
keys, building passes, computer software, manuals, journals, diaries, files, lists, codes,
documents, correspondence, and methodologies particular to MoneyGram and any and all copies
thereof. Moreover, Consultant is strictly prohibited from destroying, obliterating or altering any
of MoneyGram’s property covered by this Section 4.2, and Consultant is strictly prohibited from
making copies, or directing copies to himself through e-mail or other transmission, of any of
MoneyGram’s property covered by this section. After expiration of the Consulting Period,
Consultant (or his estate in the case of Consultant’s death) agrees to promptly respond to any
reasonable request by MoneyGram to return MoneyGram property in his possession and/or control, and
Consultant further agrees that should he later discover any MoneyGram property in his possession
and/or control, he will promptly return it to MoneyGram without a specific request by MoneyGram to
do so.



4.3 Effect of Termination. Except as otherwise provided in this Section 4, upon a
termination of the Consulting Period, this Agreement shall terminate and none of the parties hereto
shall have any further rights or obligations hereunder. Notwithstanding the foregoing, the rights
and obligations set forth in this Section 4 and Sections 7 and 9 through 14 shall survive the
termination of this Agreement. Nothing in this Section 4 shall be deemed to release any party from
any liability for any breach by such party of the terms and provisions of this Agreement prior to
termination.




5. Status of Consultant.



In rendering services pursuant to this Agreement, the parties acknowledge and agree that
Consultant is acting only as an independent contractor with authority to select the means and
methods of performing the Consulting Services, and not as an employee or other agent of MoneyGram.
As an independent contractor, Consultant shall have no express or implied authority to commit,
obligate or bind MoneyGram, except as specifically authorized from time to time by the Board of
Directors of MoneyGram (the “Board”) or an authorized representative of MoneyGram, which
authorization may be general or specific. Nothing contained in this Agreement shall be construed
or applied to create a partnership or joint venture of any kind.



6. Capacities, Duties and Authority.



Consultant will discharge his duties under this Agreement in good faith and in a professional
manner. Notwithstanding anything to the contrary, Consultant shall not provide Consulting Services
to MoneyGram in excess of 20% of the average level of services performed by Consultant for
MoneyGram during the 36 month-period immediately preceding the Effective Date. Consultant shall
obey all laws in connection with the performance of the Consulting Services, shall not engage in
any deceptive, misleading or unethical practices, shall otherwise conduct business in a manner that
reflects favorably at all times on the good name, goodwill and reputation of MoneyGram, its
subsidiaries and affiliates, and shall not make any false or misleading representations with regard
to MoneyGram, its subsidiaries or any of its or their affiliates.




7. No Office Space; Reimbursement of Expenses.



Consultant shall not maintain a regular business office at MoneyGram’s place of business.
MoneyGram may occasionally require Consultant to attend meetings at MoneyGram’s place of business
or to travel to perform the Consulting Services. In addition to the Consulting Fees, during the
Consulting Period MoneyGram agrees to pay or reimburse Consultant for all Reimbursable Expenses
incurred in connection with the Consulting Services rendered under this Agreement. For purposes of
this Agreement, “Reimbursable Expenses” shall consist of all reasonable and documented
out-of-pocket expenses incurred by Consultant during the Consulting Period in connection with the
performance of the Consulting Services, but only to the extent that such reimbursement is
consistent with MoneyGram’s standard policies for reimbursement of employees as in effect from time
to time. Any Reimbursable Expenses shall be billed at the end of each calendar month. MoneyGram
shall pay all properly billed or invoiced Reimbursable Expenses that it receives from Consultant
under this Agreement within thirty (30) days of receipt and invoice thereof, subject to receiving,
if requested, any appropriate support documentation for such Reimbursable Expenses.



8. Benefits.



Consultant acknowledges and agrees that it is the intent of the parties hereto that neither
Consultant nor any agent of Consultant receive or be eligible to receive any company-sponsored
benefits (including, without limitation any vacation pay, sick leave, disability or life insurance,
retirement benefits, social security, workers’ compensation benefits or other employee benefits of
any kind) from MoneyGram pursuant to this Agreement.




9. Post-Consulting Restrictions and Obligations.



Consultant understands, acknowledges and agrees that (i) he continues to be bound during the
Consulting Period by the post-employment restrictions and other obligations set forth in the
Employee Trade Secret, Confidential Information and Post-Employment Restriction Agreement between
Consultant and MoneyGram (the “Post-Employment Restriction Agreement”) and (ii) during the
Consulting Period and with respect to the Consulting Services, solely for purposes of the
Post-Employment Restriction Agreement, Consultant will continue to be subject to such
Post-Employment Restriction Agreement as if he were an employee of MoneyGram.



10. Representations and Warranties.



Consultant hereby represents and warrants to MoneyGram that (i) Consultant’s execution and
delivery of this Agreement and the performance of his duties and obligations hereunder will not
conflict with, or cause a default under, or give any party a right to damages under, any other
agreement to which Consultant is a party or by which he is bound, (ii) there are no agreements or
understandings that would make unlawful Consultant’s execution or delivery of this Agreement or his
engagement hereunder, (iii) Consultant will not become a party during the term of this
Agreement to any agreement that would be violated by the delivery of the Consulting Services by
Consultant or this Agreement and (iv) Consultant’s execution, delivery and performance of this
Agreement will not violate any national, federal, regional, state or local law, statute, code,
ordinance, rule or regulation.



11. Set-Off.



MoneyGram’s obligation to pay Consultant the amounts provided and to make the arrangements
provided hereunder shall be subject to set-off, counterclaim or recoupment of any amounts owed by
Consultant to MoneyGram or its affiliates, except that with respect to payment made to Consultant
hereunder that is subject to Section 409A, if MoneyGram seeks to set off a payment to be made to
Consultant hereunder which is subject to Section 409A against an amount owed by Consultant to
MoneyGram or its affiliates, the gross amount of such payment to be made to Consultant shall be
deemed to be paid to Consultant for U.S. federal income tax purposes, as and when due under this
Agreement and shall be applied against amounts owed by Consultant to MoneyGram or its affiliates,
provided that MoneyGram may set off a payment hereunder that is subject to Section 409A pursuant to
this sentence only if the right to such set off, or such set off, would not violate Section 409A.




12. Taxes; Indemnity.



12.1 Consultant agrees to comply, on a timely basis, with all tax reporting requirements
applicable to the receipt of the payments and other compensation received hereunder and to timely
pay all taxes due with respect to such amounts.



12.2 Consultant shall indemnify and hold harmless MoneyGram, its subsidiaries, and its and
their affiliates from any liability, claims and demands for payment of taxes, penalties or
interest, social security, disability benefits and other withholdings, deductions and/or payments
that may be imposed by any governmental authority, or otherwise authorized from, based upon or
required by reason of the payments made to Consultant as provided in this Agreement.



13. Section 409A.



13.1 The intent of the parties is that the payments under this Agreement comply with or be
exempt from Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be
interpreted to be in compliance therewith. To the extent that any provision hereof is modified in
order to comply with or be exempt from 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 Consultant and MoneyGram of the applicable provision without violating the provisions of
Section 409A. In no event whatsoever will MoneyGram be liable for any additional tax, interest or
penalties that may be imposed on Consultant under Section 409A or any damages for failing to comply
with Section 409A. For purposes of Section 409A, Consultant’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.



13.2 (i) All expenses or other reimbursements as provided herein shall be payable in
accordance with MoneyGram’s policies in effect from time to time, but in any event 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 Consultant; (ii) 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; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation
or exchanged for another benefit.




14. Notices.



Any notice required or permitted to be given under this Agreement shall be sufficient if made
in writing and sent via Certified Mail, Return Receipt Requested and addressed as follows:



If to Consultant:



Consultant’s current address on file with MoneyGram or such other address as Consultant shall
provide pursuant to written notice to MoneyGram.



If to MoneyGram:



MoneyGram International, Inc.



1550 Utica Avenue South, M.S. GHQ-8020



Minneapolis MN 55416



Attn: President



15. Acknowledgment.



Consultant acknowledges that before entering into this Agreement, Consultant has had the
opportunity to consult with any attorney or other Consultant of Consultant’s choice, and that this
provision constitutes advice from MoneyGram to do so if Consultant chooses. Consultant further
acknowledges that Consultant has entered into this Agreement of Consultant’s own free will, and
that no promises or representations have been made to Consultant by any person to induce Consultant
to enter into this Agreement other than the express terms set forth herein. Consultant further
acknowledges that Consultant has read this Agreement and understands all of its terms.



16. Choice of Law.



This Agreement will be construed in accordance with, and any dispute or controversy arising
from any breach or asserted breach of this Agreement will be governed by, the internal laws, and
not the law of conflicts, of the State of Delaware.




17. Assignment.



Neither this Agreement nor any rights or obligations hereunder may be assigned by either party
hereto; provided, however, that MoneyGram’s obligations hereunder may be assigned to its successor
in connection with a change in control.




18. Severable Provisions.



The provisions of this Agreement are severable and the invalidity of any one or more
provisions shall not affect the validity of any other provision.



19. Entire Agreement.



Except as expressly stated to the contrary in this Agreement, this Agreement, the Separation
Agreement, and the Employee Trade Secret, Confidential Information and Post-Employment Restriction
Agreement between Consultant and MoneyGram constitute the entire agreement of the parties with
respect to Consultant’s consulting relationship with MoneyGram, Consultant’s prior employment
relationship with MoneyGram and Consultant’s separation from employment with MoneyGram. Except as
stated in this Agreement and the Separation Agreement, Consultant shall have no rights to payments,
benefits or otherwise under any MoneyGram agreement or plan.




20. Amendment; Waiver.



Except as provided in Section 13, this Agreement may not be amended, supplemented, canceled or
discharged except by written instrument executed by both parties hereto. If either party should
waive any breach of any provisions of this Agreement, he or it will not thereby be deemed to have
waived any preceding or succeeding breach of the same or any other provision of this Agreement.



21. Headings.



The headings contained herein are for reference only and shall not affect the meaning or
interpretation of any provisions of this Agreement.



22. Counterparts.



This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument, and the signature
of any party to any counterpart shall be deemed a signature to, and may be appended to, any other
counterpart.



CONSULTANT ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ALL
OF THE PROVISIONS IN THIS AGREEMENT.



[The remainder of this page is intentionally left blank.]




IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 21st day
of October, 2009.



MoneyGram International, Inc.



By:

Name:

Title:




Consultant



      



Anthony P. Ryan




2