EX-10.02






Exhibit 10.02




SEVERANCE AGREEMENT




SEVERANCE AGREEMENT (the “Agreement”) dated as of May 6, 2009 by and between MoneyGram
International, Inc., a Delaware corporation (together with its direct and indirect subsidiaries,
successors and permitted assigns under this Agreement, the “Company”) and Anthony P. Ryan
(“Executive”).



The Company employs Executive as its President and Chief Executive Officer, and Executive
serves as a director on the Company’s Board of Directors (“Board”);



Executive’s employment with the Company is at-will;



Executive is a Participant in the Amended and Restated MoneyGram International, Inc. Executive
Severance Plan (Tier I) (the “Severance Plan”) and the MoneyGram International, Inc.
Special Executive Severance Plan (Tier I) (the “Special Severance Plan”);



The Company is willing to provide Executive with severance benefits described in this
Agreement and the benefits provided by the MoneyGram International, Inc. 2005 Omnibus Incentive
Plan Non-Qualified Stock Option Agreement (“Option Agreement”) as consideration for
Executive’s relinquishment of certain rights to severance payments and benefits Executive may have
under the Severance Plan.



In consideration of the promises and mutual covenants herein and for other good and valuable
consideration, the receipt and sufficiency of which is mutually acknowledged, the parties agree as
follows:



1. Definitions.



a. “Cause” shall mean (A) Executive’s willful refusal to carry out, in all material
respects, the reasonable and lawful directions of the Board that are within Executive’s control and
consistent with Executive’s status as a senior executive of the Company and his duties and
responsibilities hereunder (except for a failure that is attributable to Executive’s illness,
injury or Disability) for a period of 10 days following written notice by the Company to Executive
of such failure, (B) fraud or material dishonesty in the performance of Executive’s duties
hereunder, (C) an act or acts on Executive’s part constituting (x) a felony under the laws of the
United States or any state thereof, (y) a misdemeanor involving moral turpitude or (z) a material
violation of federal or state securities laws, (D) an indictment of Executive for a felony under
the laws of the United States or any state thereof, (E) Executive’s willful misconduct or gross
negligence in connection with Executive’s duties hereunder which is materially injurious to the
financial condition or business reputation of the Company, (F) Executive’s material breach of the
Company’s Code of Ethics, Always Honest policy or any other code of conduct in effect from time to
time to the extent applicable to Executive, and which breach has a material adverse effect on the
Company, or (G) Executive’s breach of the Employee Trade Secret, Confidential Information and
Post-Employment Restriction Agreement which breach has an adverse effect on the Company.



b. “Disability” shall exist if Executive becomes physically or mentally incapacitated
and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9)
months in any twenty-four (24) consecutive month period to perform Executive’s duties. Any
question as to the existence of the Disability of Executive as to which Executive and the Company
cannot agree shall be determined in writing by a qualified independent physician mutually
acceptable to Executive and the Company. If Executive and the Company cannot agree as to a
qualified independent physician, each shall appoint such a physician and those two physicians shall
select a third who shall make such determination in writing. The determination of Disability made
in writing to the Company and Executive shall be final and conclusive for all purposes of the
Agreement.



c. “Good Reason” with respect to the Executive shall mean: (A) the assignment to the Executive
of any duties inconsistent in any respect with the Executive’s position (including status, offices,
titles and reporting requirements), authority, duties or responsibilities immediately, or any other
action by the Company or any of its subsidiaries which results in a diminution in such position,
authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial or
inadvertent action not taken in bad faith; (B) any reduction of the Executive’s base salary or
annual bonus opportunity then in effect unless such reduction is consistent with similar reductions
applied to other senior management of the Company, (C) the Company or one of its subsidiaries
requiring the Executive to be based at any office or location which is more than forty (40) miles
distant from the office at which he is based on the date hereof or from the Company’s current
office in Denver, Colorado, or (D) the failure of Company to obtain within one year of the date
hereof shareholder approval of the amendment of the Company’s 2005 Omnibus Incentive Plan described
in Section 10(r) of the Option Agreement; provided that either of the events described in clauses
(A) or (B) of this Section shall constitute Good Reason only if the Company fails to cure such
event within 30 days after receipt from Executive of written notice of the event which constitutes
Good Reason. The Company may require the Optionee to relocate to Denver, Colorado area under clause
(c) above only in connection with a move of the Company’s corporate offices to that location and
only if in connection therewith the Company shall reimburse the Optionee for his reasonable
out-of-pocket expenses of moving and closing on the purchase of a new home (which shall not include
any protection against diminution in value of property or similar “make-whole” payment).



2. At-Will Employment. Executive’s employment is at-will and may be terminated by either
Executive or Company at any time and for any reason.



3. Termination by the Company without Cause or Resignation by Executive for Good Reason. If
at any time on or after expiration of the Severance Period set forth in the Special Severance Plan,
Executive’s employment is terminated by the Company without Cause (other than by reason of death or
Disability), or Executive resigns his employment for Good Reason, Executive shall be entitled to
receive the following severance payment and benefits, which shall at all times be made so as to
satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended:



a. Salary Severance. A sum equal to One Million Eight Hundred Thousand ($1,800,000) Dollars,
which shall be payable in equal monthly installments on the last day of each month over the
eighteen month period following the date of termination and in accordance with the Company’s normal
payroll practices in effect as of the date of Executive’s termination of Employment;



b. Group Medical and Dental Insurance. Continuation of Executive’s group medical and dental
insurance under one or more of Company’s group medical and dental insurance plans for eighteen (18)
months, and Executive shall be required to pay no more for such coverage than the Executive would
have been required to pay had the Executive continued in active employment with Company; and



c. Basic and Supplemental Life Insurance. Continuation of Executive’s basic and supplemental
life insurance coverage for eighteen (18) months on the same terms as if Executive were still
employed, and Executive shall be required to pay no more for such coverage than Executive would
have been required to pay had Executive continued in active employment with Company.



Executive acknowledges and agrees that Executive shall not be entitled to the above-described
severance payment or benefits in the event Company terminates Executive’s employment for Cause or
in the event Executive resigns his employment without Good Reason or in the event of Executive’s
death or Disability.



4. Relinquishment of Rights under Severance Plan. Specifically in consideration of and in
exchange for Executive’s right to the severance payment and benefits set forth in Section 3 above
and the benefits provided by the Option Agreement, Executive hereby forever and irrevocably
relinquishes any rights Executive may have as a Participant under the Severance Plan.



5. Miscellaneous.



a. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of Minnesota, without regard to conflicts of laws principles thereof.



b. Entire Agreement/Amendments. This Agreement and the other agreements, plans and documents
referenced herein contain the entire understanding of the parties with respect to the provision of
any severance rights, payments or benefits by Company to Executive. If any provision of any
agreement, plan, program, policy, arrangement or other written document between or relating to the
Company and Executive conflicts with any provision of this Agreement, the provision of this
Agreement shall control and prevail. This Agreement may not be altered, modified, or amended
except by written instrument signed by the parties hereto.



c. No Waiver. The failure of a party to insist upon strict adherence to any term of this
Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such
party of the right thereafter to insist upon strict adherence to that term or any other term of
this Agreement.



d. Severability. In the event that any one or more of the provisions of this Agreement shall
be or become invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions of this Agreement shall not be affected thereby.



e. Survivorship. The respective rights and obligations of the parties hereunder shall survive
any termination of Executive’s employment to the extent necessary to preserve such rights and
obligations.



f. Successors; Binding Agreement. This Agreement shall inure to the benefit of and be binding
upon personal or legal representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.



g. Notice. For the purpose of this Agreement, notices and all other communications provided
for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered
by hand or overnight courier or three days after it has been mailed by United States registered
mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth
below in this Agreement, or to such other address as either party may have furnished to the other
in writing in accordance herewith, except that notice of change of address shall be effective only
upon receipt.




If to the Company:




MoneyGram International, Inc.


1550 Utica Avenue South, Suite 100


Minneapolis, Minnesota 55416




	 	 	 	Attention: Chairman of the Human Resources and Nominating Committee of the Board






If to Executive:




To the most recent address of Executive set forth in the personnel records of the Company.



h. Withholding Taxes. The Company may withhold from any amounts payable under this Agreement
such Federal, state and local taxes as may be required to be withheld pursuant to any applicable
law or regulation.



i. Counterparts. This Agreement may be signed in counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon the same
instrument.



[SIGNATURE PAGE FOLLOWS]






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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day
and year first above written.




MONEYGRAM INTERNATIONAL, INC.




By:

Title:





EXECUTIVE




Signature:




Anthony P. Ryan



[SIGNATURE PAGE TO THE SEVERANCE AGREEMENT

BETWEEN THE ABOVE-REFERENCED PARTIES]





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