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 David J. Parrin (“Mr. Parrin”) 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 on which it has been duly executed by Mr. Parrin and
MoneyGram.



A. MoneyGram employs Mr. Parrin in the position of Executive Vice President and Chief
Financial Officer.



B. MoneyGram and Mr. Parrin have mutually agreed that Mr. Parrin’s employment with MoneyGram
will terminate effective March 24, 2009 (the “Separation Date”).



C. Mr. Parrin 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”).



D. Mr. Parrin and MoneyGram Payment Systems, Inc., including its parent companies,
predecessors, successors, affiliates, and subsidiaries are parties to an Employee Trade Secret,
Confidential Information and Post-Employment Restriction Agreement (the “Post-Employment
Restriction Agreement”).



E. Mr. Parrin and MoneyGram have agreed to amend and restate Mr. Parrin’s obligations under
the Post-Employment Restriction Agreement.



F. MoneyGram and Mr. Parrin have mutually agreed upon the following payments, benefits, and
other terms and conditions under which they will end their employment relationship and resolve any
and all actual and potential disputes between them.



Therefore, MoneyGram and Mr. Parrin agree as follows:



1. Termination of Employment. Mr. Parrin’s employment with MoneyGram shall terminate
without cause as of the Separation Date. As of the Separation Date, any other position Mr. Parrin
holds with MoneyGram and/or its parent, subsidiary or affiliate companies shall also terminate
without cause.



2. Release of Claims by Mr. Parrin. In consideration for the receipt of the payments and
other benefits described in this Agreement, to which Mr. Parrin 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. Parrin 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 the following:




	 	2.1	 	All claims arising out of or relating to Mr. Parrin’s employment with MoneyGram
and/or Mr. Parrin’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. Parrin’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.






	 	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
from Section 7 of the Special Severance Plan.





MoneyGram acknowledges and agrees, however, that Mr. Parrin does not release any claims that the
law does not allow to be waived by private agreement or any claims that may arise after the date on
which Mr. Parrin signs this Agreement. Mr. Parrin does not release 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 an officer, director, or employee of
MoneyGram.



3. Payments and Benefits. In consideration of the terms of this Agreement, MoneyGram shall
make the following payments and provide the following benefits to Mr. Parrin:




	 	3.1	 	Severance. A payment in the amount of $782,458, less any and all
applicable voluntary and required withholdings, representing salary severance, and a
payment in the amount of $1,558,333, less any and all applicable and voluntary and
required withholdings, representing bonus severance. Salary severance and bonus
severance amounts shall be determined in accordance with the terms of the Special
Severance Plan. Mr. Parrin 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 both the Severance Plan and the Special
Severance Plan with such final determination to be made no later than April 30, 2009.
Mr. Parrin further acknowledges and agrees that to satisfy the requirements of Section
409A of the Internal Revenue Code, the salary severance and bonus severance payments
above shall be made on the first business day of the seventh month following Mr.
Parrin’s separation from service. For purposes of this Agreement, “separation from
service” shall have the meaning set forth in Section 409A of the Internal Revenue Code.
The salary severance and bonus severance payments above shall be made on the first
business day of the seventh month following Mr. Parrin’s separation from service. For
purposes of this Agreement, “separation from service” shall have the meaning set forth
in Section 409A of the Internal Revenue Code.






	 	3.2	 	Management and Line of Business Incentive Plan Payment. Provided
MoneyGram achieves the requisite criteria to issue an award for 2009 under the Amended
and Restated MoneyGram International, Inc. Management and Line of Business Incentive
Plan (“Incentive Plan”), and provided that MoneyGram does in fact issue an Incentive
Plan award for 2009 to Incentive Plan participants, Mr. Parrin will be eligible to
receive an Incentive Plan award for 2009 which shall be prorated based on the
Separation Date. To satisfy the requirements of Section 409A of the Internal Revenue
Code, any award under the Incentive Plan shall be made on the first business day of the
seventh month following Mr. Parrin’s separation from service. This payment shall not
be subject to the provisions of Section 13 of the Special Severance Plan.






	 	3.3	 	Medical and Dental Coverage. MoneyGram will continue to provide Mr.
Parrin with the same medical and dental coverages from April 1, 2009 through September
30, 2010 and on the same terms and conditions provided to members of the MoneyGram
Leadership Team, and Mr. Parrin 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. Parrin 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 the
Separation Date shall be delayed to the first day of the seventh month following the
Separation Date to satisfy the requirements of Section 409A of the Internal Revenue
Code.






From October 1, 2010 through March 24, 2011, and provided Mr. Parrin does not have
available to him group medical and dental coverage through his then-current
employer, MoneyGram will use its reasonable best efforts to continue group medical
and dental coverage on the same terms; provided, however, that if MoneyGram
determines that such continued coverage under a group plan would jeopardize the
tax-qualified status of the plan, it shall have the right to discontinue such
coverage and use its reasonable best efforts to obtain for Mr. Parrin medical and
dental coverage that is comparable to the group medical and dental coverage provided
to Mr. Parrin from April 1, 2009 through September 30, 2010. Mr. Parrin shall be
required to pay no more for such coverage than then-current rates for
company-provided group medical and dental coverage charged to all MoneyGram
employees.




	 	3.4	 	Life Insurance. MoneyGram shall continue to provide to Mr. Parrin 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. Parrin
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 the Separation Date shall be delayed to the first day of the seventh month
following the Separation Date to satisfy the requirements of Section 409A of the
Internal Revenue Code. Further, to the extent that Mr. Parrin’s right to life
insurance coverage set forth above (or reimbursements for the cost of such coverage, as
applicable) is taxable to Mr. Parrin, he shall pay for such coverage for the first six
months following the Separation Date and shall be reimbursed for such payments on the
first day of the seventh month following the Separation Date to satisfy the
requirements of Section 409A of the Internal Revenue Code.






	 	3.5	 	Special Retirement Benefits. Mr. Parrin or his beneficiaries shall be
paid special retirement benefits under the MoneyGram Supplemental Pension Plan (“SERP”)
as and when Mr. Parrin 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.
Parrin or such beneficiaries under the SERP if Mr. Parrin’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. Parrin 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. Parrin’s SERP benefits under the terms of the SERP or
otherwise.






	 	3.6	 	Outplacement Services. Mr. Parrin will 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.






	 	3.7	 	Legal Fees. Upon receipt of invoices, and subject to a cap of $15,000,
MoneyGram will pay Mr. Parrin’s reasonable legal fees associated with the review,
negotiation and execution of this Agreement.






	 	3.8	 	Other Benefits. MoneyGram will pay Mr. Parrin for all vacation that is
accrued and unused as of the Separation Date. Payment for accrued and unused vacation
shall be made as soon as practicable following the Separation Date. Mr. Parrin will
also receive a payment in the amount of $77,823 which represents payment in lieu of
certain taxable perquisites to which Mr. Parrin may have otherwise been entitled
pursuant to Section 6(b)(iv) of the Special Severance Plan. To satisfy the
requirements of Section 409A of the Internal Revenue Code, payment in lieu of taxable
perquisites shall be delayed until the first day of the seventh month following the
Separation Date or as otherwise required by Section 409A of the Internal Revenue Code.





The parties agree that these payments and benefits satisfy any and all of MoneyGram’s obligations
under the Severance Plan and the Special Severance Plan. Mr. Parrin shall have no right to any
additional or further payments or benefits pursuant to the Severance Plan, the Special Severance
Plan or otherwise, except as expressly set forth in Section 5 below. MoneyGram acknowledges and
agrees that its obligation to make the above payments shall not be affected by any circumstances,
including, without limitation, any set-off, counterclaim, or recoupment rights MoneyGram may have
against Mr. Parrin now or in the future. MoneyGram acknowledges and agrees that Mr. Parrin 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. Parrin would be
subject to any excise tax imposed by Section 4999 of the Internal Revenue Code, then Mr. Parrin
shall be entitled to receive an additional payment (the “Gross-Up Payment”) in an amount such that,
after payment by Mr. Parrin of all taxes (and any interest and penalties imposed with respect
thereto as a direct result of any Underpayment as determined under the Severance Plan or Special
Severance Plan or any other action or inaction of MoneyGram, but not any interest and penalties
imposed as a direct result of Mr. Parrin’s failure to timely remit taxes) and excise tax imposed
upon the Gross-Up Payment, Mr. Parrin 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 and Benefits for Post-Employment Restriction Obligations. Mr. Parrin and
MoneyGram acknowledge and agree that a portion of the severance payable hereunder is attributable
to Mr. Parrin’s amended and restated post-employment restriction obligations. Mr. Parrin and
MoneyGram further acknowledge and agree that certain of the consideration to be paid under this
Agreement will be allocated to the value of those post-employment restriction obligations. Mr.
Parrin and MoneyGram hereby agree that Ernst will act as the Accounting Firm for the purposes of
determining and allocating that value. Mr. Parrin and MoneyGram agree to cooperate fully with
Ernst in its determination of that value, and to file any required tax returns or other documents
reflecting the value as determined by Ernst which such cooperation includes, but is not limited to,
being available to meet in person with Ernst personnel at Ernst’s and/or MoneyGram’s offices. If a
tax authority determines that Mr. Parrin has any additional tax liability or other obligations
arising from or relating to such determination and/or allocation of value, MoneyGram agrees to
defend, utilizing counsel of MoneyGram’s choosing, and fully indemnify Mr. Parrin for and from such
additional tax liability or other obligations.



5. Other Benefit Coverages after Separation Date. Mr. Parrin’s other benefit coverages not
addressed in Section 3 above are affected as follows:




	 	5.1	 	Mr. Parrin’s participation in the MoneyGram International, Inc. 401(k) Program
(“401(k) Program”) and the employer matching obligation under the 401(k) Program will
cease 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.






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






	 	5.3	 	Mr. Parrin’s business travel accident, short-term disability and long-term
disability coverages will cease as of the Separation Date. Shortly following the
Separation Date, Mr. Parrin will receive information regarding the option, if any, for
conversion of Mr. Parrin’s group long-term disability coverage to individual coverage
which such conversion, if any, shall be at Mr. Parrin’s sole expense.






	 	5.4	 	Mr. Parrin may possess exercisable Viad Corp. and/or MoneyGram International,
Inc. Stock Option rights. Mr. Parrin agrees to observe MoneyGram’s policy on insider
trading and will not purchase or sell MoneyGram stock while in possession of inside
information, or prior to the next window period that begins at or after Mr. Parrin’s
Separation Date. All such rights must be exercised within three (3) months of Mr.
Parrin’s Separation Date or they will expire. Mr. Parrin may exercise his MoneyGram
International, Inc. 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. Parrin 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.






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





Mr. Parrin’s other benefits, if any, will be paid in accordance with the provisions of the
governing document(s) for those benefits.



6. No Change of Control. 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 in the Severance Plan or “Change in Control” as defined the SERP, and that Mr.
Parrin is not entitled to any payments or benefits under either the Severance Plan or 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. 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. Parrin warrants that he has not instituted, filed or
caused others to file or institute any charge, complaint or action against any Released Party. Mr.
Parrin 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. Parrin signs this Agreement. Mr. Parrin 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. Parrin 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. Parrin 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. Parrin 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. Parrin understands, acknowledges and
agrees that he is bound to the post-employment restrictions and other obligations set forth in
Exhibit A to this Agreement. Mr. Parrin further acknowledges and agrees that the terms of Exhibit
A are fully incorporated into this Agreement and are intended to be a part of this Agreement



9. Non-Disparagement. Mr. Parrin 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, and
MoneyGram hereby acknowledges that the members of its Board of Directors and its Senior Leadership
Team do not know of any acts or practices of Mr. Parrin known or believed to be unlawful or
unethical. Mr. Parrin 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. Mr. Parrin understands and acknowledges that this
non-disparagement provision is a material inducement to MoneyGram to the making of this Agreement
and that if Mr. Parrin breaches this provision, MoneyGram will be entitled to pursue its legal and
equitable remedies, including without limitation, the right to recover damages and to seek
injunctive relief. MoneyGram agrees that it will direct the current members of its Board of
Directors and its MoneyGram Leadership Team to not express any derogatory or damaging statements
about Mr. Parrin in any public way. It is understood and acknowledged that nothing in this Section
9 will be construed to prevent any person 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. Parrin understands and acknowledges that he may take
twenty-one (21) calendar days to decide whether to sign this Agreement (“Consideration Period”).
Mr. Parrin 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. Parrin further agrees that any changes, material or otherwise, made to
this Agreement do not restart or affect in any manner the original Consideration Period.



11. Right to Rescind or Revoke. Mr. Parrin 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. Parrin 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 Cindy Stemper, Executive Vice President, Human Resources & Corporate
Services, MoneyGram International, Inc., 1550 Utica Avenue South, 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 Cindy Stemper, Executive Vice President, Human Resources &
Corporate Services, MoneyGram International, Inc., 1550 Utica Avenue South, Minneapolis, MN 55416;
and (c) sent by certified mail, return receipt requested. In the event that Mr. Parrin 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. Parrin’s ADEA and/or MHRA claims but
enforce the remainder of this Agreement according to its terms.



12. Return of Equipment. Unless otherwise noted in this Agreement, Mr. Parrin shall, prior
to or on the Separation Date, 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. Parrin is
strictly prohibited from destroying, obliterating or altering any of MoneyGram’s property covered
by this section, and Mr. Parrin 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 the Separation Date, Mr. Parrin agrees to promptly respond to any reasonable
request by MoneyGram to return MoneyGram property in his possession and/or control, and Mr. Parrin
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.



1



13. Reasonable Requests; Indemnification.




	 	13.1.	 	Mr. Parrin will make himself reasonably 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 him on behalf of MoneyGram prior to the Separation Date. Mr. Parrin
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. Parrin will cooperate in
connection with such claims or actions including, without limitation, his being
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. MoneyGram will reimburse Mr. Parrin for his
reasonable and actual out-of-pocket expenses incurred as a direct result of his
compliance with this provision.






	 	13.2	 	Mr. Parrin 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 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. Parrin in any
action, suit, claim or proceeding, whether actual, threatened, pending or completed,
whether judicial, administrative or investigative, whether Mr. Parrin or MoneyGram or
both are named or the subject matter thereof, arising out of Mr. Parrin’s performance
of services for MoneyGram, to the full extent provided under the articles, bylaws, or
any other governing document of MoneyGram in effect as of the execution of this
Agreement or under applicable law.





14. Press Release and Other Communications. The parties agree to prepare a mutually
agreeable press release regarding Mr. Parrin’s separation from MoneyGram and a communications plan
with respect to that subject. Mr. Parrin agrees that he will not make any verbal or written
comments with respect to his separation from MoneyGram except in accordance with that
communications plan.



15. Full Compensation. Mr. Parrin agrees that the payments made and other consideration
provided by MoneyGram under this Agreement constitute full compensation for and extinguish all of
Mr. Parrin’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.



16. No Admission of Wrongdoing. Mr. Parrin 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. Parrin. Mr. Parrin 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. Parrin represents and warrants that he has the authority 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. Parrin acknowledges that, by virtue of being
presented with this Agreement, Mr. Parrin 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. Parrin 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. Parrin 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 any MoneyGram benefit plans in which Mr. Parrin is a participant. Mr. Parrin 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, including Exhibit A hereto, constitutes the entire agreement of the parties with respect
to Mr. Parrin’s employment with MoneyGram and Mr. Parrin’s separation from employment with
MoneyGram. Except as expressly stated to the contrary in this Agreement, Mr. Parrin shall have no
further rights, to payments, benefits, or otherwise, under the Severance Plan, the Special
Severance Plan or any other 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.



23. 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. Parrin:



David J. Parrin


c/o Stephen M. Cohen, Esq. and Howard Flaxman, Esq.


Fox Rothschild LLP


2000 Market Street, 10th Floor


Philadelphia PA 19103-3291



If to MoneyGram:



MoneyGram International, Inc.


1550 Utica Avenue South


Minneapolis MN 55416


Attn: Executive Vice President, General Counsel & Secretary



[SIGNATURE PAGE FOLLOWS]





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



      



David J. Parrin



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]





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EXHIBIT A




AMENDED AND RESTATED EMPLOYEE TRADE SECRET, CONFIDENTIAL INFORMATION AND POST-EMPLOYMENT

RESTRICTION AGREEMENT




1. MoneyGram’s Business Operations and Interests.




	 	1.1	 	Nature of MoneyGram’s Business Operations. Mr. Parrin and MoneyGram
acknowledge and agree that MoneyGram is currently engaged in the following businesses:






	 	1.1.1	 	providing payment services through independent agents and
MoneyGram-owned retail locations in the United States and internationally, which
payment services include, but are not limited to, money transfers, money orders,
bill payment services, stored value cards and related products and services;






	 	1.1.2	 	providing payment services via the Internet, kiosks, automated teller
machines and other unmanned media in the United States and internationally, which
payment services include, but are not limited to, money transfers, money orders,
bill payment services, stored value cards and related products and services;






	 	1.1.3	 	providing bill payment services in the United States and
internationally to industries that include, but are not limited to, the credit
card, debit card, mortgage, automobile finance, telecommunications, satellite
television, cable television, property management and collection industries;






	 	1.1.4	 	processing of official checks and provision of related services for
financial institutions, either directly or through trusts or other business
entities; and






	 	1.1.5	 	providing banking and processing services for payments such as
rebates/refunds, gift certificates and government payments.






	 	1.2	 	Scope of MoneyGram’s Business Operations. Mr. Parrin and MoneyGram acknowledge
and agree that MoneyGram conducts its business globally.






	 	1.3	 	MoneyGram’s Interests. Mr. Parrin and MoneyGram acknowledge and agree that
MoneyGram has a legitimate interest in protecting its proprietary interests, including but
not limited to its confidential business information and trade secrets.





2. Trade Secrets, Confidential Information and Related Covenants.




	 	2.1	 	MoneyGram’s Trade Secrets and Confidential Information. During the course of
Mr. Parrin’s employment, he had access to and gained knowledge of the highly confidential
and proprietary information (“Confidential Information”) and trade secrets which are the
property of MoneyGram, or which MoneyGram is under an obligation not to disclose, including
but not necessarily limited to the following: information regarding MoneyGram’s clients
and prospective clients, information regarding MoneyGram’s development of enhanced or new
payment services, the financial terms of MoneyGram’s contracts and proposed contracts, the
expiration dates of such contracts, the key contact individuals at each client location,
the transaction volume and business features of each client and/or location, business
plans, marketing plans and financials, reports, data, figures, margins, statistics,
analyses and other related information, and any other information of whatever nature which
gives MoneyGram an opportunity to obtain a competitive advantage over its competitors who
do not know or use it. In addition, MoneyGram’s Confidential Information and trade secrets
include the means by which MoneyGram provides its services including but not limited to its
organizational structure, technology, management systems, software and computer systems.
Confidential Information does not include information that is generally available to the
public through no direct or indirect act or failure to act by Mr. Parrin.






	 	2.2	 	Non-Use and Non-Disclosure of Trade Secrets and Confidential Information. Mr.
Parrin agrees to use his best efforts and the utmost diligence to guard and protect
MoneyGram’s trade secrets and Confidential Information, and Mr. Parrin agrees that he will
not at any time now or in the future use or disclose, directly or indirectly, any of
MoneyGram’s trade secrets or Confidential Information which Mr. Parrin developed, obtained
or learned about during and/or as a result of his employment by MoneyGram, unless
previously authorized in writing to do so by a duly authorized representative of MoneyGram.
Mr. Parrin acknowledges that the Confidential Information and trade secrets are owned by
and shall continue to be owned by MoneyGram and that misuse, misappropriation or disclosure
of this information could cause irreparable harm to MoneyGram.





3. Post-Employment Competitive Activities and Related Covenants.




	 	3.1	 	Definitions. For purposes of Sections 3 and 4, the following terms have the
meanings indicated:






3.1.1 “Conflicting Product or Service” means any product, or process, or
service in existence or under development, which is the same as or similar to or
improves upon or competes with or is intended to replace or serve as an alternative
to, a product, process, or service rendered by MoneyGram or which is under
development or the subject of a pending acquisition or license by MoneyGram or as to
which MoneyGram is actively negotiating to provide services through a business
alliance relationship.




3.1.2 “Conflicting Organization” means any business that is a Customer (as
defined below), or any other person or organization (including one owned in whole or
in part by Mr. Parrin) which is engaged in or is about to become engaged in the
research on, or the development, production, marketing or sale of a Conflicting
Product or Service.




3.1.3 “Customer” means any current customer or prospective or former
customer of MoneyGram with which Mr. Parrin had any contact or about which Mr.
Parrin had access to Confidential Information or trade secrets at any time during
the twenty-four (24) months preceding the Separation Date.




3.1.4 “Specific Conflicting Organizations” shall mean The Western Union
Company, Fiserv, Inc., Euronet Worldwide, Global Payments, Inc., Coinstar, Inc., and
Walmart Stores, Inc.




	 	3.2	 	Employment with a Conflicting Organization. Mr. Parrin agrees that, for a
period of twelve (12) months following the Separation Date, he will not accept employment
or otherwise render services as an employee, trustee, principal, agent, consultant,
partner, director or substantial stockholder of any Conflicting Organization (as defined
above) unless Mr. Parrin first obtains written consent to such engagement from a duly
authorized representative of MoneyGram; provided, however, that Mr. Parrin will be
permitted to accept employment with a bank, investment bank, broker-dealer or credit union
(“Financial Institution”) so long as (a) the Financial Institution does not offer a
Conflicting Product or Service through a Specific Conflicting Organization or any other
third-party vendor and is not negotiating with a Specific Conflicting Organization or any
other third party vendor to offer a Conflicting Product or Service; (b) Mr. Parrin’s duties
with the Financial Institution do not involve a Conflicting Product or Service; and (c) Mr.
Parrin’s employment with the Financial Institution does not violate any other provision of
this agreement.






	 	3.3	 	Employment with Specific Conflicting Organizations. Mr. Parrin agrees that for
a period of twenty-four (24) months following the Separation Date, he will not accept
employment or otherwise render services as an employee, trustee, principal, agent,
consultant, partner, director or substantial stockholder of any of the Specific Conflicting
Organizations (as defined above), including their respective subsidiaries, affiliates, or
related companies, unless Mr. Parrin first obtains written consent to such engagement from
a duly authorized representative of MoneyGram.






	 	3.4	 	Interference with Existing Employment or Similar Relationships. Mr. Parrin
agrees that, for a period of twelve (12) months following the Separation Date, Mr. Parrin
will not knowingly directly or indirectly hire or cause any third party to hire, recruit,
solicit or induce any employee, contractor, consultant or representative of MoneyGram to
terminate his, her or its relationship with MoneyGram. Mr. Parrin further agrees that,
during such time, if a person who is employed by MoneyGram contacts Mr. Parrin about
prospective employment, Mr. Parrin will inform such person that he cannot discuss the
matter without informing MoneyGram and obtaining permission for such discussions in writing
from a duly authorized representative of MoneyGram.






	 	3.5	 	Interference with Customer Relationships. Mr. Parrin agrees that for a period
of twelve (12) months following the Separation Date, Mr. Parrin will not knowingly directly
or indirectly interfere with, attempt to influence or otherwise affect MoneyGram’s
commercial relationships with any Customer (as defined above). Mr. Parrin further agrees
that, during such time, if a Customer contacts him about discontinuing business with
MoneyGram or otherwise changing an existing or known prospective commercial relationship
with MoneyGram, Mr. Parrin will inform such Customer that he cannot discuss the matter
without informing MoneyGram and obtaining permission for such discussions in writing from a
duly authorized representative of MoneyGram.





4. Injunctive Relief. Mr. Parrin acknowledges that the damages which may arise from a
breach of Sections 3.2, 3.3, 3.4 and/or 3.5 of this Agreement are irreparable and difficult to
prove with certainty. If any covenant contained in Sections 3.2, 3.3, 3.4 and/or 3.5 is breached,
in addition to other legal remedies which may be available (which shall include but not be limited
to any actual damages suffered by MoneyGram), MoneyGram shall be entitled to an immediate
injunction from a court of competent jurisdiction to end such breach, without further proof of
damage. Mr. Parrin and MoneyGram agree that the venue for such action shall be Minneapolis,
Minnesota and that MoneyGram shall be entitled to reimbursement from Mr. Parrin of its costs and
expenses, including reasonable attorneys’ fees, incurred in enforcing the covenants contained in
Sections 3.2, 3.3, 3.4 and/or 3.5 of this Agreement.



5. Discoveries, Inventions, Improvements and Works by Employee.




	 	5.1	 	Ownership and Assignment. All designs, developments, discoveries, inventions,
improvements or works (collectively “Inventions”) of whatsoever nature conceived or made by
Mr. Parrin, and the patent, copyright, trade secret and other intellectual property rights
therein which are applicable in any way to MoneyGram’s business, shall be the sole and
exclusive property of MoneyGram. Whenever requested by MoneyGram, Mr. Parrin agrees to
execute any papers MoneyGram deems necessary for the assignment and/or protection of
MoneyGram’s interest in any Invention and the patent, copyright and other intellectual
property rights therein.






	 	5.2	 	Limited Exception. The provisions of Section 5.1 shall not apply to any
Invention conceived or made by Mr. Parrin in Minnesota and for which no equipment,
supplies, facility or trade secret information of MoneyGram was used and which was
developed entirely on Mr. Parrin’s own time, unless: (a) the invention relates directly to
the business of MoneyGram, or to MoneyGram’s actual or demonstrably anticipated research or
development, or (b) the Invention results from any work performed by Mr. Parrin for
MoneyGram.






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