EX-10.02






Exhibit 10.02




MONEYGRAM INTERNATIONAL, INC.

PERFORMANCE BONUS PLAN

As Amended and Restated February 17, 2010




Section 1. Purpose. The purpose of the Plan is to provide professional, management
and executive level employees of the Corporation and its subsidiaries with an incentive to achieve
goals as set forth under the Plan for each Plan Year for the Corporation and/or their respective
line of business, where incentive differentiation is driven by Company and individual performance,
and to provide effective management and leadership to that end. The Plan will provide eligible
participants incentive bonuses based upon performance measurements determined by the Committee.
Awards to Executive Officers pursuant to the Plan are “Performance Awards” as defined in, and are
granted under and subject to the terms of, the 2005 Omnibus Plan.



Section 2. Definitions. The following definitions are applicable to the Plan:



“2005 Omnibus Plan” shall mean the MoneyGram International, Inc. 2005 Omnibus Incentive Plan,
as amended from time to time.



“Affiliate” shall mean any “Parent Corporation” or “Subsidiary Corporation” of the Corporation
as such terms are defined in Section 425(e) and (f), or the successor provisions, if any,
respectively, of the Code.



“Board” shall mean the Board of Directors of the Corporation.



“Change of Control” shall mean any of the following events:




(a) An acquisition by an individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either: (1) the
then outstanding shares of Common Stock of the Corporation (the “Outstanding Corporation
Common Stock”) or (2) the combined voting power of the then outstanding voting securities of
the Corporation entitled to vote generally in the election of directors (the “Outstanding
Corporation Voting Securities”); excluding, however the following:




(A) any acquisition directly from the Corporation or any entity controlled by
the Corporation other than an acquisition by virtue of the exercise of a conversion
privilege unless the security being so converted was itself acquired directly from
the Corporation or any entity controlled by the Corporation,




(B) any acquisition by the Corporation, or any entity controlled by the
Corporation,




(C) any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Corporation or any entity controlled by the Corporation or




(D) any acquisition pursuant to a transaction which complies with clauses (1),
(2) and (3) of Section (c) below; or




(b) A change in the composition of the Board such that the individuals who, as of the
effective date of the Plan, constitute the Board (such Board shall be hereinafter referred
to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the
Board; provided, however, for purposes of this Section (b) that any individual, who becomes
a member of the Board subsequent to the effective date of the Plan, whose election, or
nomination for election by the Corporation’s stockholders, was approved by a vote of at
least a majority of those individuals who are members of the Board and who were also
members of the Incumbent Board, (or deemed to be such pursuant to this proviso) shall be
considered as though such individual were a member of the Incumbent Board; but provided
further, that any such individual whose initial assumption of office occurs as a result of
either an actual or threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board shall
not be so considered as a member of the Incumbent Board, or




(c) Consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Corporation (a “Corporate
Transaction”) excluding, however, such a Corporate Transaction pursuant to which (1) all or
substantially all of the individuals and entities who are the beneficial owners,
respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting
Securities immediately prior to such Corporate Transaction (the “Prior Stockholders”)
beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding
            shares of Common Stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case may be, of
the Corporation or other entity resulting from such Corporate Transaction (including,
without limitation, a corporation or other entity which as a result of such transaction owns
the Corporation or all or substantially all of the Corporation’s assets either directly or
through one or more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Corporate Transaction, of the Outstanding Corporation Common Stock
and Outstanding Corporation Voting Securities, as the case may be, (2) no Person (other than
the Corporation or any entity controlled by the Corporation, any employee benefit plan (or
related trust) of the Corporation or any entity controlled by the Corporation or such
corporation or other entity resulting from such Corporate Transaction) will beneficially
own, directly or indirectly, 20% or more of, respectively, the outstanding shares of Common
Stock of the Corporation or other entity resulting from such Corporate Transaction or the
combined voting power of the outstanding voting securities of the Corporation or such other
entity entitled to vote generally in the election of directors except to the extent that
such ownership existed prior to the Corporate Transaction and (3) individuals who were
members of the Incumbent Board will constitute at least a majority of the members of the
board of directors of the corporation resulting from such Corporate Transaction; and further
excluding any disposition of all or substantially all of the assets of the Corporation
pursuant to a spin-off, split-up or similar transaction (a “Spin-off”) if, immediately
following the Spin-off, the Prior Stockholders beneficially own, directly or indirectly,
more than 80% of the outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of directors
of both entities resulting from such transaction, in substantially the same proportions as
their ownership, immediately prior to such transaction, of the Outstanding Corporation
Common Stock and Outstanding Corporation Voting Securities, respectively; provided, that if
another Corporate Transaction involving the Corporation occurs in connection with or
following a Spin-off, such Corporate Transaction shall be analyzed separately for purposes
of determining whether a Change of Control has occurred;




(d) The approval by the stockholders of the Corporation of a complete liquidation or
dissolution of the Corporation.



“Code” shall mean the Internal Revenue Code of 1986, as amended, or its successor general
income tax law of the United States.



“Committee” shall mean the Human Resources and Nominating Committee of the Board or any
successor committee of the Board designated by the Board to administer the Plan. Each member of
the Committee shall be an “outside director” within the meaning of Section 162(m) of the Code.



“Common Stock” shall mean the common stock, par value $.01 per share, of the Corporation.



“Company” shall mean each line of business or corporate group listed below:



	 
	Global Funds Transfer

	Financial Paper Products

	MoneyGram International, Inc. Corporate Staff







The Corporation may, by action of the Board or the Committee, add or remove lines of business or
corporate groups included in the definition of “Company” from time to time.



“Corporation” shall mean MoneyGram International, Inc., a Delaware corporation, or any
successor corporation.



“Disability” shall mean a medically determinable physical or mental impairment which: (i)
renders the individual incapable of performing the essential functions of his or her job
responsibilities at the Corporation or its Affiliates and incapable of holding any job at the
Corporation or its Affiliates which qualifies him or her for participation in the Plan, (ii) can be
expected to result in death or can be expected to last for a continuous period of not less than
twelve (12) months, and (iii) is evidenced by a certification to this effect by a doctor of
medicine approved by the Corporation.



“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



“Executive Officers” shall have the meaning set forth in Section 16(b) of the Exchange Act.



“Participant” shall mean any employee of the Corporation or any of its Affiliates who is
selected for participation in the Plan pursuant to Section 3.



“Performance Goal” shall have the meaning given that term in the 2005 Omnibus Plan.



“Plan” shall mean this Amended and Restated MoneyGram International, Inc. Performance Bonus
Plan, as may be further amended from time to time.



“Plan Year” shall mean a calendar year.



“Retirement” shall mean a Participant’s voluntary termination of employment upon attaining age
55 or older and completion of at least ten (10) years of service with the Corporation or its
Affiliates.



Section 3. Participant Eligibility. The Committee will select the Executive Officers,
other than the CEO, who shall be Participants for any Plan Year no later than 90 days after the
beginning of the Plan Year. Other personnel will become Participants annually if they meet the
eligibility requirements. If at any time an individual does not qualify under the criteria
established for the Plan Year, the individual will not be eligible to remain on the Plan for the
remainder of the Plan Year, unless designated and approved by the Executive Vice President, Human
Resources. The CEO is selected by the Board of Directors of MoneyGram.



Section 4. Annual Funding Limit and Awards for Executive Officers. A funding limit
for each Plan Year, based on the achievement of one or more Performance Goals, shall be established
by the Committee for each Executive Officer no later than 90 days after the beginning of the Plan
Year; provided that the funding limit for any Executive Officer may not exceed the limit on
Performance Awards under the 2005 Omnibus Plan. Awards paid under this Plan to any Executive
Officer for any Plan Year shall not exceed the funding limit for such Executive Officer. However,
the Committee may in its discretion determine that the award paid under this Plan to any Executive
Officer shall be less than the funding limit for such Executive Officer, based on the level of
achievement of one or more Performance Goals established for such Executive Officer or any other
factor deemed relevant by the Committee in its sole discretion; provided that any Performance Goals
established pursuant to this sentence need not be established, and any other determination by the
Committee pursuant to this sentence need not be made, within 90 days after the beginning of the
Plan Year.



Section 5. Awards for Other Participants. Participants who are not Executive Officers
may earn awards based on the level of achievement of one or more Performance Goals established for
such Participants or any other factor deemed relevant by the Committee in its sole discretion.



Section 6. Repayment Provisions.




(a) Non-Compete. Unless a Change of Control shall have occurred after the date
hereof:




(1) In order to better protect the goodwill of the Corporation and its
Affiliates and to prevent the disclosure of the Corporation’s or its Affiliates’
trade secrets and confidential information and thereby help ensure the long-term
success of their respective businesses, each Participant in the Plan, without prior
written consent of the Corporation, will not engage in any activity or provide any
services, whether as a director, manager, supervisor, employee, adviser, agent,
consultant, owner of more than five percent of any enterprise or otherwise, for a
period of two years following the date of such Participant’s termination of
employment with the Corporation or any of its Affiliates, in connection with the
manufacture, development, advertising, promotion, design, or sale of any service or
product which is the same as or similar to or competitive with any services or
products of the Corporation or its Affiliates (including both existing services or
products as well as services or products known to such Participant, as a consequence
of such Participant’s employment with the Corporation or one of its Affiliates, to
be in development):




(A) with respect to which such Participant’s work has been directly concerned
at any time during the two years preceding termination of employment with the
Corporation or one of its Affiliates, or




(B) with respect to which during that period of time such Participant, as a
consequence of Participant’s job performance and duties, acquired knowledge of trade
secrets or other confidential information of the Corporation or its Affiliates.




(2) For purposes of the provisions of Section 6(a), it shall be conclusively
presumed that a Participant in the Plan has knowledge of information he or she was
directly exposed to through actual receipt or review of memos or documents
containing such information, or through actual attendance at meetings at which such
information was discussed or disclosed.




(3) If, at any time within two years following the date of a Participant’s
termination of employment with the Corporation or any of its Affiliates, such
Participant engages in any conduct agreed to be avoided in accordance with Section
6(a), then all bonuses paid under the Plan to such Participant during the last 12
months of employment shall be returned or otherwise repaid by such Participant to
the Corporation. Participants in the Plan consent to the deduction from any amounts
the Corporation or any of its Affiliates owes to such Participants to the extent of
the amounts such Participants owe the Corporation hereunder.




(b) Misconduct. Unless a Change of Control shall have occurred after the date
hereof, all bonuses paid thereafter under the Plan to any Participant shall be returned or
otherwise repaid by such Participant to the Corporation if the Corporation reasonably
determines that during a Participant’s employment with the Corporation or any of its
Affiliates:




(A) such Participant knowingly participated in misconduct that causes a
misstatement of the financial statements of the Corporation or any of its Affiliates
or misconduct which represents a material violation of any code of ethics of the
Corporation applicable to such Participant or of the compliance program or similar
program of the Corporation; or




(B) such Participant was aware of and failed to report, as required by any code
of ethics of the Corporation applicable to such Participant or by the Always Honest
compliance program or similar program of the Corporation, misconduct that causes a
misstatement of the financial statements of the Corporation or any of its Affiliates
or misconduct which represents a material violation of any code of ethics of the
Corporation applicable to such Participant or of the Always Honest compliance
program or similar program of the Corporation.




Participants in the Plan consent to the deduction from any amounts the Corporation or
any of its Affiliates owes to such Participants to the extent of the amounts such
Participants owe the Corporation hereunder.




(c) Acts Contrary to the Corporation. Unless a Change of Control shall have
occurred after the date hereof, if the Corporation reasonably determines that at any time
within two years after the award of any bonus under the Plan to a Participant that such
Participant has acted significantly contrary to the best interests of the Corporation,
including, but not limited to, any direct or indirect intentional disparagement of the
Corporation, then any bonus paid under the Plan to such Participant during the prior
two-year period shall be returned or otherwise repaid by the Participant to the Corporation.
Participants in the Plan consent to the deduction from any amounts the Corporation or any
of its Affiliates owes to such Participants to the extent of the amounts such Participants
owe the Corporation hereunder.




(d) Reasonable Determination. The Corporation’s reasonable determination
required under Sections 6(b) and 6(c) shall be made by the Committee, in the case of
Executive Officers of the Corporation, and by the Chairman and Chief Executive Officer and
General Counsel of the Corporation, in the case of all other personnel.



Section 7. Approval and Distribution. The individual incentive bonus amounts and the
terms of payment thereof will be fixed following the close of the Plan Year by the Committee, with
such de minimis, administrative changes not to exceed $100,000 in the aggregate per year, as the
Chairman and Chief Executive Officer may approve for amounts paid to participants who are not
Executive Officers of the Corporation. All amounts payable to Participants under the Plan shall be
paid following Committee approval within 75 days following the close of the Plan Year. The
Committee shall certify in writing that the Performance Goals for each Participant have been met
prior to payment of bonus awards to the extent required by Section 162(m) of the Code.



Section 8. Plan Administration. The Executive Vice President, Human Resources is
appointed by the Chairman and Chief Executive Officer of the Corporation to assist the
Committee in the implementation and administration of the Plan. The Executive Vice President,
Human Resources shall propose administrative guidelines to the Committee to govern interpretations
of the Plan and to resolve ambiguities, if any, but the Executive Vice President, Human Resources
will not have the power to terminate, alter, amend, or modify the Plan or any actions hereunder in
any way at any time.



Section 9. Special Compensation Status. All bonuses paid under the Plan shall be
deemed to be special compensation and, therefore, unless otherwise provided for in another plan or
agreement, will not be included in determining the earnings of the recipients for the purposes of
any pension, group insurance or other plan or agreement of the Corporation.



Section 10. Deferrals. Amounts awarded under this Plan may be deferred pursuant to
the MoneyGram International, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”).
The Board may, in its sole discretion, elect to amend, terminate or freeze the Deferred
Compensation Plan or other plans at some point in the future.



Section 11. Plan Termination. The Plan shall continue in effect until such time as it
may be canceled or otherwise terminated by action of the Board and will not become effective with
respect to any Company unless and until the Board or the Committee adopts a specific plan for such
Company. The Board may terminate, amend, alter, or modify the Plan at any time and from time to
time. Participation in the Plan for any Plan Year shall not create any right to participate in the
Plan for any subsequent Plan Year.



Section 12. Employee Rights. No Participant in the Plan shall be deemed to have a
right to any part or share of the Plan, except as provided in Section 14. The Plan does not create
for any employee or Participant any right to be retained in service by the Corporation or any of
its Affiliates, nor affect the right of the Corporation or any of its Affiliates to discharge any
employee or Participant from employment. Except as provided for in administrative guidelines and
as otherwise provided in this Plan, a Participant who is not an employee of the Corporation or one
of its Affiliates on the date awards under this Plan are paid will not receive such an award.



Section 13. Effect of Change of Control. Notwithstanding anything to the contrary in
the Plan, in the event of a Change of Control each Participant in the Plan shall be entitled to a
pro rata bonus award calculated on the basis of achievement of Performance Goals through the date
of the Change of Control.



Section 14. Effect of Retirement, Death and Disability. Notwithstanding anything to
the contrary in the Plan, in the event of a Participant’s termination of employment during a Plan
Year due to Retirement, death or Disability, the Participant shall be eligible to receive a bonus
award if bonus awards are paid by the Corporation, the amount of which shall be prorated for the
period of time from the first day on which the Participant is eligible to participate in the Plan
for the applicable Plan Year to the date of Retirement or termination of employment due to death or
Disability, as the case may be. Any bonus award paid pursuant to this Section shall be paid at the
time all other bonus awards are paid. A deceased Participant’s bonus award shall be payable to the
beneficiary or beneficiaries designated by the Participant on forms furnished and filed with the
Corporation. In the absence of a designation or if such designation fails, such benefit shall be
payable in accordance with the rules for beneficiaries under the MoneyGram International, Inc.
401(k) Plan.



Section 15. Relationship to 2005 Omnibus Plan. Bonus awards made under the Plan will
be subject to and governed by the 2005 Omnibus Plan.



Section 16. Effective Date. The Plan was originally effective June 30, 2004. The
latest amendment and restatement of the Plan shall be effective February 17, 2010.



ADOPTED: JUNE 30, 2004


AMENDED: FEBRUARY 17, 2005


AMENDED NOVEMBER 17, 2005


AMENDED AND RESTATED: FEBRUARY 15, 2007


AMENDED AND RESTATED MAY 9, 2007


AMENDED AND RESTATED MARCH 24, 2008


AMENDED AND RESTATED FEBRUARY 17, 2010