exv10w41



 







			
	United States version
	 	Exhibit 10.41






MONEYGRAM INTERNATIONAL, INC.

2005 OMNIBUS INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT




As Adopted February 15, 2006




(NQSO — US)




     This Non-Qualified Stock Option Agreement is between MoneyGram International, Inc., a Delaware
corporation (Corporation) and the person (Grantee) named in the accompanying Notice of Stock Option
Grant (Notice). This Agreement is effective as of the date of grant set forth in the Notice (Grant
Date).



     The Corporation desires to provide Grantee with an opportunity to purchase shares of the
Corporation’s Common Stock, par value $0.01 (Common Stock), as provided in this Agreement, in order
to carry out the purpose of the MoneyGram International, Inc. 2005 Omnibus Incentive Plan (Plan).



     The Corporation hereby grants to Grantee, effective as of the Grant Date, the right and option
(Option) to purchase all or any part of the aggregate number of shares of Common Stock set forth in
the Notice, on the terms and conditions contained in this Agreement and in accordance with the
terms of the Plan. The Option is not intended to be an incentive stock option within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended (the Code). The per share purchase
price of the shares subject to the Option shall be the purchase price per share set forth in the
Notice.



     1. Option Period and Termination of Employment of Grantee. The period during which
this Option may be exercised (Option Period) is the period beginning on the date hereof and ending
ten (10-) years from such date, subject to Section 2 below, and during this period this Option may
be exercised only by the Grantee personally and while an employee of the Corporation or a
subsidiary or division thereof (Affiliate), except that:



     (a) If the Grantee ceases to be an employee of the Corporation or any Affiliate of the
Corporation for any reason, excluding death, disability, retirement and termination of employment
for cause, the option rights hereunder (as they exist on the day the Grantee ceases to be an
employee) may be exercised only within a period of three (3) months thereafter, subject to the
notice requirements and forfeiture provisions set forth below, or prior to the expiration of the
Option Period, whichever shall occur sooner. If Grantee is an employee and is terminated for cause
all option rights subject to this Agreement shall expire immediately upon the giving to such
Grantee of notice of such termination.



     (b) If the Grantee ceases to be an employee of the Corporation or any Affiliate of the
Corporation due to death, or dies within the three month or two year periods referred to in
Sections (a) or (c) of this Section 1, the option rights hereunder (as they exist immediately prior
to the Grantee’s death) may be exercised by the Grantee’s personal representative only during a
period of twelve (12) months thereafter in the case of death and only during a period of two (2)
years thereafter in the case of disability, provided, if the Grantee dies within such two-year
period, any unexercised option held by the Grantee will, notwithstanding the expiration of such
two-year period, continue to be exercisable to the extent to which it was exercisable at the time
of death for a period of twelve (12) months from the date of such death, subject in each case to
the notice requirements set forth below, or prior in each case to the expiration of the Option
Period, whichever shall occur sooner.



     (c) If the Grantee ceases to be an employee of the Corporation or any Affiliate of the
Corporation by reason of disability, the option rights hereunder (as they exist on the day the
Grantee ceases to be an employee) may be exercised only within a period of two (2) years
thereafter, subject to Section 2 below including the notice requirements set forth therein, or
prior to the expiration of the Option Period, whichever shall occur sooner.



     (d) If the Grantee ceases to be an employee of the Corporation or any Affiliate of the
Corporation by reason of retirement, the option rights hereunder (as they exist on the day the
Grantee ceases to be an employee) may be exercised only within a period of five (5) years
thereafter, subject to the terms and conditions of this Agreement



 









 





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including the notice requirements and non-compete and forfeiture provisions set forth herein, or
prior to the expiration of the Option Period, whichever shall occur sooner.




     (e) For purposes of this Agreement, termination for cause shall mean a termination which
results from:




	 	(i)	 	a willful and continued failure to perform the required duties of the Grantee’s position;

	 
	 	(ii)	 	a breach of Grantee’s fiduciary duty to the Corporation;
	 
	 	(iii)	 	an act of willful or gross misconduct, whether or not such act is the
basis for a determination by Company pursuant to 3(c) or (d) below that Grantee has
engaged in misconduct or acts contrary to the Corporation; or
	 
	 	(iv)	 	a conviction or guilty plea to a felony or to a misdemeanor involving
an act or acts of fraud, theft or embezzlement.





          The Corporation’s determination of whether a termination was for cause shall be made by the
Human Resources Committee of the Corporation’s Board of Directors, in the case of executive
officers of the Corporation, and by the Chief Executive Officer and General Counsel of the
Corporation, in the case of all other officers and employees.




     2. Method of Exercise of this Option. This Option may be exercised in the manner
hereinafter prescribed, in whole or in part, at any time or from time to time, during the Option
Period as follows.




	 	(a)	 	One third of the Shares hereby optioned at any time after one year from the date hereof,
	 
	 	(b)	 	One third of the Shares hereby optioned at any time two years from the date hereof, and





     (c) the balance of the Shares hereby optioned at any time after three years from the date
hereof. This Option shall not be exercisable prior to the expiration of one year from the date of
grant, except as otherwise specified in the Plan. All purchases hereunder must be completed within
the time periods prescribed herein for the exercise thereof.



     (d) Notwithstanding Sections (a), (b), and (c) of this Section 2 if the Grantee ceases to be
an employee of the Corporation by reason of death, disability or retirement, this Option (to the
extent valid and outstanding as of the date such Grantee ceases to be an employee) if not then
exercisable shall become fully exercisable to the full extent of the original grant; provided,
however, that if such date on which such Grantee ceases to be an employee is within six months of
the date of grant of a particular Stock Option held by a Grantee who is an officer or director of
the Corporation and is subject to Section 16(b) of the Exchange Act this Option shall not become
fully exercisable until six months and one day after such date of grant.



          On or before the expiration of the Option Period specified herein, written notice of the
exercise of this Option with respect to all or a part of the Common Stock hereby optioned may be
mailed or delivered to the Corporation by the Grantee in such form as the Corporation may require,
properly completed and among other things stating the number of Shares of Common Stock with respect
to which the Option is being exercised, and specifying the method of payment for such Common Stock.
The notice must be mailed or delivered prior to the expiration of this Option.




          Before any stock certificates shall be issued or book entry made reflecting the transfer of
shares to Grantee, the entire purchase price of the Common Stock purchased shall be paid to the
Corporation. Certificates will be issued to the purchaser, or book entry made, as soon as
practicable thereafter. Failure to pay the purchase price for any Common Stock within the time
specified in said notice shall result in forfeiture of the Grantee’s right to purchase the Common
Stock at a later date and the number of shares of Common Stock which may thereafter be purchased
hereunder shall be reduced accordingly.




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          The purchase price may be paid either entirely in cash or in whole or in part with
unrestricted Common Stock already owned by the Grantee. If the Grantee elects to pay the purchase
price entirely in cash, he will be notified of the purchase price by the Corporation. If the
Grantee elects to pay the purchase price either substantially all with Common Stock or partly with
Common Stock and the balance in cash, he will be notified by the Corporation of the fair market
value of the Common Stock on the exercise date and the amount of Common Stock or cash payable.
Within five business days after the exercise date, the Grantee shall deliver to the Corporation
either cash or Common Stock certificates, in negotiable form, at least equal in value to the
purchase price, or that portion thereof to be paid for with Common Stock, together with cash
sufficient to pay the full purchase price. Only full Shares of Common Stock shall be utilized for
payment purposes.




          To the extent permissible under applicable tax, securities, and other laws, the Corporation
may, in its sole discretion, permit Grantee to satisfy a tax withholding requirement by
surrendering Shares, including Shares to which Grantee is entitled as a result of the exercise of
this Option, in such manner as the Corporation shall choose in its discretion, to satisfy such
requirement.




     3. Forfeiture and Repayment Provisions. Unless a Change in Control (as defined below)
shall have occurred after the date hereof:



     (a) Certification. The right to exercise this Option shall be conditional upon certification
by the Grantee at time of exercise that the Grantee has read and understands the forfeiture and
repayment provisions set forth in this Section 3, that the Grantee has not engaged in any
misconduct or acts contrary to the Corporation as described below, and that Grantee has no intent
to leave employment with the Corporation or any of its Affiliates for the purpose of engaging in
any activity or providing any services which are contrary to the spirit and intent of
Section 3(b).



     (b) Non-Compete. Unless a Change in Control (as defined below) shall have occurred after the
date hereof:



          (i) 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 insure the long-term success of the business, the Grantee, 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 (5) percent of any enterprise or otherwise, for a period of two (2) years following the
date of the Grantee’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 the Grantee, as a consequence of the Grantee’s employment with the
Corporation or one of its Affiliates, to be in development):




               (1) with respect to which the Grantee’s work has been directly concerned at any time during
the two (2) years preceding termination of employment with the Corporation or one of its
Affiliates, or



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



          (ii) For purposes of the provisions of Section 3(b), it shall be conclusively presumed that
the Grantee 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.




          (iii) The Corporation is authorized to suspend or terminate this Option and any other
outstanding stock option or stock appreciation right held by the Grantee prior to or after
termination of employment if the Grantee engages in any conduct agreed to be avoided pursuant to
the provisions of Section 3(b) at any time


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United States version



within the two (2) years following the date of the Grantee’s termination of employment with the
Corporation or any of its Affiliates.




          (iv) If, at any time within two (2) years after the date of the Grantee’s termination of
employment with the Corporation or any of its Affiliates, Grantee engages in any conduct agreed to
be avoided pursuant to the provisions of Section 3(b), then any gain (without regard to tax
effects) realized by Grantee from the exercise of this Option, in whole or in part, shall be paid
by Grantee to the Corporation. Grantee consents to the deduction from any amounts the Corporation
or any of its Affiliates owes to Grantee to the extent of the amounts Grantee owes the Corporation
hereunder.




     (c) Misconduct. Unless a Change in Control shall have occurred after the date hereof:



          (i) The Corporation is authorized to suspend or terminate this Option and any other
outstanding stock option or stock appreciation right held by the Grantee prior to or after
termination of employment if the Corporation reasonably determines that during the Grantee’s
employment with the Corporation or any of its Affiliates:




               (1) Grantee knowingly participated in misconduct that causes a misstatement of the financial
statements of MoneyGram International, Inc. or any of its Affiliates or misconduct which represents
a material violation of any code of ethics of the Corporation applicable to the Grantee or of the
Always Honest compliance program or similar program of the Corporation; or



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



          (ii) If, at any time after the Grantee exercises this Option in whole or in part, the
Corporation reasonably determines that the provisions of Section 3(c) applies to the Grantee, then
any gain (without regard to tax effects) realized by the Grantee from such exercise shall be paid
by Grantee to the Corporation. The Grantee consents to the deduction from any amounts the
Corporation or any of its Affiliates owes to the Grantee to the extent of the amounts the Grantee
owes the Corporation under this Section 3.




     (d) Acts Contrary to Corporation. Unless a Change in Control shall have occurred after the
date hereof:



          (i) The Corporation is authorized to suspend or terminate this Option and any other
outstanding stock option or stock appreciation right held by the Grantee prior to or after
termination of employment if the Corporation reasonably determines that Grantee 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.




          (ii) If, at any time within two (2) years after the Grantee exercises this Option in whole or
in part, the Corporation reasonably determines that Grantee 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 gain (without regard to tax effects)
realized by the Grantee from such exercise shall be paid by Grantee to the Corporation. The
Grantee consents to the deduction from any amounts the Corporation or any of its Affiliates owes to
the Grantee to the extent of the amounts the Grantee owes the Corporation under this Section 3.




     (e) The Corporation’s reasonable determination required under Sections 3(c)(i) and (ii) and
3(d)(i) and (ii) shall be made by the Human Resources Committee of the Corporation’s Board of
Directors, in the case of executive officers of the Corporation, and by the Chief Executive Officer
and General Counsel of the Corporation, in the case of all other officers and employees.



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     4. Non-Transferability of this Option. This Option may not be assigned, encumbered or
transferred, in whole or in part, except by the Grantee’s will or in accordance with the applicable
laws of descent and distribution or as otherwise provided or permitted under the Plan, except that
a Grantee holding a Non-Qualified Stock Option may designate as the transferee of any such Option
any member of such Grantee’s “Immediate Family"(as defined in Rule 16a, as promulgated by the
Commission under the Exchange Act) or to a trust whose beneficiaries are members of such Grantee’s
Immediate Family, without payment of consideration, to have the power to exercise such Option, and
be subject to all the conditions of such Option prior to such designation, such power to exercise
to become effective only in the event that such Grantee shall die prior to exercising such Option.



     5. Adjustments for Changes in Capitalization of Corporation. The Common Stock covered
by this Option is, at the option of the Corporation, either authorized but unissued or reacquired
Common Stock. In the event of any merger, reorganization, consolidation, recapitalization, stock
dividend, stock split, extraordinary distribution with respect to the Common Stock or other change
in corporate structure affecting the Common Stock during the Option Period, the number of Shares of
Common Stock which may thereafter be purchased pursuant to this Option and the purchase price per
share, shall be appropriately adjusted, or other appropriate substitutions shall be made, and the
determination of the Board of Directors of the Corporation, or the Human Resources Committee of the
Board of Directors, as the case may be, as to any such adjustments shall be final, conclusive and
binding upon the Grantee.



     6. Effect of Change in Control.




     (a) For purposes of this Agreement, a Change in Control shall mean any of the following
events:




     (i) 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:




          (1) 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,




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




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




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




     (ii) 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



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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




     (iii) 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 in Control has occurred; or




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



       (b) In the event of a Change in Control, this Option (to the extent outstanding as of the date
such Change in Control is determined to have occurred) if not then exercisable and vested shall
become fully exercisable and vested to the full extent of the original grant.



     7. Plan and Plan Interpretations as Controlling. This Option and the terms and
conditions herein set forth are subject in all respects to the terms and conditions of the Plan,
which are controlling. The Plan provides that the Board may amend the Plan, and that the Committee
shall administer the Plan. The Grantee, by acceptance of this Option, agrees to be bound by said
Plan and such Board and Committee actions.



     8. Termination of the Plan; No Right to Future Grants. By entering into this
Non-Qualified Stock Option Agreement, the Grantee acknowledges: (a) that the Plan is discretionary
in nature and may be suspended or terminated by the Corporation at any time; (b) that each grant of
an Option is a one-time benefit which does not create any contractual or other right to receive
future grants of Options, or benefits in lieu of Options; (c) that all determinations with respect
to any such future grants, including, but not limited to, the times when the Option shall



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United States version



be granted, the number of Shares subject to each Option, the Option price, and the time or times
when each Option shall be exercisable, will be at the sole discretion of the Corporation; (d) that
the Grantee’s participation in the Plan shall not create a right to further employment with the
Grantee’s employer and shall not interfere with the ability of the Grantee’s employer to terminate
the Grantee’s employment relationship at any time with or without cause; (e) that the Grantee’s
participation in the Plan is voluntary; (f) that the value of the Options is an extraordinary item
of compensation which is outside the scope of the Grantee’s employment contract, if any; (g) that
the Option is not part of normal and expected compensation for purposes of calculating any
severance, resignation, bonuses, pension or retirement benefits or similar payments; (h) that the
right to purchase Common Stock ceases upon termination of employment for any reason except as may
otherwise be explicitly provided in the Plan or this Option Agreement; (i) that the future value of
the Shares is unknown and cannot be predicted with certainty; (j) that if the underlying Shares do
not increase in value, the Option will have no value; and (k) the foregoing terms and conditions
apply in full with respect to any prior Option grants to Grantee.




     9. Governing Law. This agreement is governed by and is to be construed and enforced
in accordance with the laws of Delaware. Options to purchase shares of Common Stock of the
Corporation may not be exercised whenever such exercise or the issuance of any of the optioned
Shares would be contrary to law or the regulations of any governmental authority having
jurisdiction.




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