Form of MoneyGram International, Inc. 2005 Omnibus Incentive Plan



 Exhibit 10.93 
 MONEYGRAM INTERNATIONAL, INC. 
 2005 OMNIBUS INCENTIVE PLAN

 PERFORMANCE RESTRICTED STOCK UNIT 
 AWARD AGREEMENT 
 (FOR PARTICIPANTS IN FRANCE) 

This PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made by and between MoneyGram
International, Inc., a Delaware corporation (the “Company”), and                         (the
“Participant”). The grant date of this award is                     (the “Grant Date”). 

1. Award. 
 The Company
hereby grants to the Participant a Restricted Stock Unit (a “Unit”) award covering                     shares (the
“Shares”) of Common Stock, $.01 par value per share, of the Company according to the terms and conditions as provided in this Agreement, the 2005 Omnibus Incentive Plan for Grantees in France (the “French
Sub-Plan”), and in the Company’s 2005 Omnibus Incentive Plan (the “U.S. Plan”) (collectively, the “Plan”). Each Unit represents the right to receive one Share, subject to the vesting requirements of
this Agreement and the terms of the Plan. The Units are granted under Section 6(c) and 6(d) of the U.S. Plan. A copy of the U.S. Plan and the French Sub-Plan shall be provided to each Participant. Each capitalized term used but not defined in
this Agreement shall have the meaning assigned to that term in the Plan. 
 The Units granted under this Agreement to
“covered employees” (within the meaning of Code Section 162(m) of the United States Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder) are intended to qualify as
“qualified performance-based compensation” as described in Code Section 162(m)(4)(C) (“Qualified Performance-Based Compensation”). 
 The Units are intended to qualify for the favorable tax and social security regime in France under Section L. 225-197 to L. 225-197-6 of the French Commercial Code, as amended. Certain events may affect
the status of the Units as French-qualified Restricted Stock Units and the French-qualified Restricted Stock Units may be disqualified in the future. The Company does not make any undertaking or representation to maintain the qualified status of the
Units. If the Units no longer qualify as French-qualified Restricted Stock Units, the favorable tax and social security treatment will not apply and the Participant will be required to pay any applicable income tax and social security contributions
resulting from the Units. 







 2. Vesting. 
 (a) The Units granted under this Agreement shall vest and become payable in Shares (i) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date
through (1) the last day of the performance period specified in the attached Schedule A (the “Performance Period”) or (2) if later, on the second anniversary of the Grant Date, or such other minimum period as required for
the vesting period applicable to French-qualified Restricted Stock Units under Section L. 225-197-1 of the French Commercial Code, as amended, or relevant Section of the French Tax Code or the French Social Security code, as amended, and
(ii) to the extent the performance goals applicable to the Performance Period specified in the attached Schedule A (the “Performance Goals”) are attained, as determined accordance with Section 2(b) below, unless otherwise
provided in this Agreement. Except in the event of a Participant’s death, to benefit from the favorable tax and social security regime, no vesting shall occur prior to the second anniversary of the Grant Date, or such other minimum period as
required for the vesting period applicable to French-qualified Restricted Stock Units under Section L. 225-197-1 of the French Commercial Code, as amended, or relevant Section of the French Tax Code or the French Social Security Code, as amended.

 (b) As soon as reasonably practicable after the completion of the Performance Period, the Committee shall determine the
actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall
be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or
certified level of attainment of the Performance Goal, the number of Units that are eligible to vest shall be calculated. In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase
the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be
eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goal may not be adjusted except as specified in the attached Schedule A in
accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustment to the Performance Goal as the Committee in its sole
discretion deems appropriate. 
 (c) The Participant shall have no rights to the Shares until the Units have vested and the
restrictions on the sale or transfer of Shares set forth in Section 4 below are met. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. 

(d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the
Company, as defined in Section 424(f) of the Code, including the Company’s French Subsidiaries as that term is defined in the French Sub-Plan. 

  
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 3. Settlement of RSUs. As soon as practicable after the date the Units vest in accordance with
Section 2 above (or, if sooner, Section 6 below), but in any event, no later than March 15 of the calendar year following the calendar year of vesting, the Units shall be settled solely in whole shares. 

4. Restrictions on Sale or Transfer of Shares 
 (a) Unless otherwise provided herein, the Participant may not sell or otherwise transfer the Shares issued to him or her at vesting of the Units prior to the second anniversary of the respective vesting
date, or such other period as is required to comply with the minimum mandatory holding period applicable to French-qualified Restricted Stock Units to benefit from the special tax and social security regime. 

(b) To the extent that the Shares paid at vesting qualify for favorable tax and social security treatment and the holding period
described in Section 4(a) has been met, the Participant understands and agrees that the Shares may not be sold during certain Closed Periods, as long as and to the extent applicable to the Company under French law and as interpreted by the
French administrative guidelines. These Closed Periods are (i) ten (10) quotation days preceding and following the disclosure to the public of the consolidated financial statements or the annual statements of the Company, and (ii) any
period during which the corporate management of the Company (involved in the governance of the Company, such as the Board, Committee, etc.) possesses confidential information which could, if disclosed to the public, significantly impact the trading
price of the Company’s Shares, until ten (10) quotation days after the day such information is disclosed to the public. 
 (c) If the Participant’s employment with the Company or any of its Subsidiaries terminates due to death and Disability, his or her heirs are not required to comply with the restrictions set forth in
Section 4(a) and 4(b) hereof, respectively. 
 5. Restrictions on Transfer of Units. 

(a) Except as otherwise provided by the Plan or by the Committee, the Units shall not be transferable other than by will or by the laws of
descent and distribution. The Units may not be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance of the Units shall be void and unenforceable against the Company or any
Subsidiaries. 
 (b) None of the Shares acquired pursuant to the Unit shall be assigned, transferred, pledged, hypothecated,
given away or in any other manner disposed of or encumbered, whether voluntarily or by operation of law, unless such transfer is in compliance with all applicable securities laws (including, without limitation, the United States Securities Act of
1933, as amended). 
 6. Effect of Involuntary Termination Following Change in Control. Notwithstanding the vesting provisions contained
in Section 2 above, but subject to the other terms and conditions contained in this Agreement, from and after a Change in Control (as defined below), the following provisions shall apply: 

  
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 (a) Notwithstanding the other provisions of this Section 6, if the Units are assumed or
otherwise replaced in connection with a Change in Control and the Participant’s employment is terminated by the Company or any of its Subsidiaries without Cause (as defined in Section 6(c) below) or the Participant terminates his or her
employment for “Good Reason” (as such term is defined below) or is terminated by his or her employer for the reasons set forth in Section 6(b) below in each case within 12 months following the occurrence of such Change in Control,
then the Units will immediately vest with respect to a number of Units that is the greater of (i) the Target Number of Units specified in the attached Schedule A and (ii) the number of Units determined based on the actual level of
attainment of the Performance Goal as of the date of the Change in Control, provided, however, no vesting shall occur prior to the second anniversary of the Grant Date, or such other minimum period applicable to French-qualified
Restricted Stock Units under Section L. 225-197-1 of the French Commercial Code as amended, or relevant Section of the French Tax Code or French Social Security Code, as amended. In addition, notwithstanding any accelerated vesting upon a Change in
Control as set forth in this Section, the Shares issued upon vesting shall nevertheless be subject to the minimum mandatory holding periods set forth in Section 4 above. Should the Company decide to accelerate vesting prior to the second
anniversary of the Grant Date, or such other minimum period as required for the vesting period applicable to French-qualified Restricted Stock Units under Section L. 225-197-1 of the French Commercial Code, as amended, or relevant Section of the
French Tax Code or the French Social Security Code, as amended, and/or to lift the minimum mandatory holding period applicable to French-qualified Restricted Stock Units is met, the Units shall no longer benefit from the favorable tax and social
security regime. 
 (b) “Good Reason” for purposes of this Agreement shall mean following a Change in Control:
(A) a material reduction in the Participant’s position or responsibilities from the Participant’s position or responsibilities in effect immediately prior to such Change in Control, excluding for this purpose an isolated,
insubstantial or inadvertent action not taken in bad faith; (B) a material reduction in the Participant’s base salary or target bonus opportunity, if any, as in effect immediately prior to such Change in Control, except in connection with
an across-the-board reduction of not more than 10% applicable to similarly situated employees of the Company and its Subsidiaries, or (C) the reassignment, without the Participant’s consent, of the Participant’s place of work to a
location more than 50 miles from the Participant’s place of work immediately prior to the Change in Control; provided that none of the events described in clauses (A), (B) and (C) shall constitute Good Reason hereunder unless
(x) the Participant shall have given written notice to the Company of the Participant’s intent to terminate his employment with Good Reason within sixty (60) days following the occurrence of any such event and (y) the Company
shall have failed to remedy such event within thirty (30) days of the Company’s receipt of such notice. 
 (c) For
purposes of this Agreement, notwithstanding the definition of Change in Control in any other agreement or plan that may be applicable to the Participant, “Change in Control” shall mean (i) a sale, transfer or other conveyance or
disposition, in any single transaction or series of transactions, of all or substantially all of the Company’s assets, (ii) the transfer of more than 50% of the outstanding securities of the Company, calculated on a fully-diluted basis, to
an entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), or (iii) the merger, consolidation reorganization, recapitalization or share exchange of the Company with another entity, in each case in clauses
(ii) and (iii) above under 

  
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circumstances in which the holders of the voting power of the outstanding securities of the Company, as the case may be, immediately prior to such transaction, together with such holders’
affiliates and related parties, hold less than 50% in voting power of the outstanding securities of the Company or the surviving entity or resulting entity, as the case may be, immediately following such transaction; provided, however,
that the issuance of securities by the Company shall not, in any event, constitute a Change in Control, and for the avoidance of doubt a sale or other transfer or series of transfers of all or any portion of the securities of the Company held by the
Investors and their affiliates and related parties shall not constitute a Change in Control unless such sale or transfer or series of transfers results in a entity or group (as defined in the Exchange Act) other than the Investors and their
affiliates and related parties holding more than 50% in voting power of the outstanding securities of the Company. 
 For
purposes hereof, “Investors” shall mean the “Investors” as defined in that certain Amended and Restated Purchase Agreement, dated March 17, 2008, by and between the Company and the other parties thereto, and their respective
affiliates (not including the Company). 
 (d) For purposes of this Agreement, “Cause” shall mean (A) the
Participant’s willful refusal to carry out, in all material respects, the reasonable and lawful directions of the person or persons to whom the Participant reports or the Board that are within the Participant’s control and consistent with
the Participant’s status with the Company or its Subsidiary and his or her duties and responsibilities hereunder (except for a failure that is attributable to the Participant’s illness, injury or Disability) for a period of 10 days
following written notice by the Company or its Subsidiary to the Participant of such failure, (B) fraud or material dishonesty in the performance of the Participant’s duties hereunder, (C) an act or acts on the Participant’s part
constituting (x) a felony under the laws of the United States or any state thereof or similar act under foreign law for the non-U.S. Participants, (y) a misdemeanor involving moral turpitude or (z) a material violation of the
securities laws of the United States or any state thereof or similar act under foreign law for the non-U.S. Participants, (D) an indictment of the Participant for a felony under the laws of the United States or any state thereof or similar act
under foreign law for the non-U.S. Participants, (E) the Participant’s willful misconduct or gross negligence in connection with the Participant’s duties which could reasonably be expected to be injurious in any material respect to
the financial condition or business reputation of the Company as determined in good faith by the Board, (F) the Participant’s material breach of the Company’s Code of Ethics, Always Honest policy or any other code of conduct in effect
from time to time to the extent applicable to the Participant, and which breach could reasonably be expected to have a material adverse effect on the Company as determined in good faith by the Board, (G) the Participant’s breach of the
Employee Trade Secret, Confidential Information and Post-Employment Restriction Agreement (the “Post-Employment Restriction Agreement”) which breach has an adverse effect on the Company or its Subsidiaries, or (H) an equivalent
act as shall constitute “Cause” under the terms of any employment agreement or employment law applicable to the Participant. 

  
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 7. Effect of Termination of Employment. Except as provided in this Section 7 and in
Section 6 above or as otherwise may be determined by the Board, if the Participant ceases to be an employee of the Company or any of its Subsidiaries, the following actions shall occur: 

(a) Termination for Cause; Resignation. Except in the event of termination due to death, if the Participant’s employment with
the Company or any of its Subsidiaries is terminated for Cause (as defined below) or the Participant resigns for any reason, including as a result of the Participant’s retirement, any Units that are not vested as of the date of the
Participant’s termination of employment shall be immediately forfeited. 
 (b) Involuntary Termination/Disability Prior
to Mid-Performance Period. Except in the event of termination due to death, if the Participant’s employment with the Company or any of its Subsidiaries is terminated without Cause or is terminated due to Disability (as defined below) prior
to the completion of 50% of the Performance Period, the Units that are not vested as of the date of the Participant’s termination of employment shall immediately be forfeited. 

(c) Involuntary Termination/Disability Following Mid-Performance Period. If the Participant’s employment with the Company or
any of its Subsidiaries is terminated without Cause or due to Disability after the completion of 50% of the Performance Period, the Units that are not vested as of the date of the Participant’s termination of employment shall vest with respect
to a number of Units equal to the product of (x) the number of Units that would eligible for vesting based on the actual level attainment of the Performance Goal with respect to the entire Performance Period, multiplied by (y) a fraction,
the numerator of which is the number of days the Participant was employed during the Performance Period as of the date of the employment termination and the denominator of which is the number of days contained in the Performance Period,
provided, however, except in the event of termination due to death or Disability, no vesting shall occur prior to the second anniversary of the Grant Date, or such other minimum period applicable to French-qualified Restricted Stock
Units under Section L. 225-197-1 of the French Commercial Code as amended, or relevant Section of the French Tax Code or French Social Security Code, as amended. In addition, notwithstanding any accelerated vesting upon termination of employment as
set forth in this Section, except in the event of termination due to death or Disability, the Shares issued upon vesting shall nevertheless be subject to the minimum mandatory holding periods set forth in Section 4 above. Except in the event of
death or Disability, should the Company decide to accelerate vesting as a result of termination of the employment of the Participant prior to the second anniversary of the Grant Date, or such other minimum period as required for the vesting period
applicable to French-qualified Restricted Stock Units under Section L. 225-197-1 of the French Commercial Code, as amended, or relevant Section of the French Tax Code or the French Social Security Code, as amended, and/or to lift the minimum
mandatory holding period applicable to French-qualified Restricted Stock Units is met, the Units shall no longer benefit from the favorable tax and social security regime. 
 (d) Death. If the Participant’s employment with the Company or any of its Subsidiaries is terminated due to death, any portion of the Units that has not vested on the date of the
Participant’s termination of employment shall become immediately transferable to the Participant’s heirs on the date of death in keeping with Section III.3 of the French Plan. The Participant’s heirs may request the issuance of the
Shares equal to the Target Number of Shares 

  
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(whether or not vested as of the date of death) within six months following the Participant’s date of death. If the Participant’s heirs do not request issuance of the Shares within six
months following the Participant’s date of death, the Units shall be forfeited. If applicable French law and regulations applicable to French-qualified Restricted Stock Units require that the Units vest differently than set forth above in the
event of the Participant’s death, the Units shall vest in accordance with such French law and regulations. 
 (e) For
purposes of this Agreement, “Disability” shall mean that the Participant has suffered a Disability as that term is defined in the French Sub-Plan and is also physically or mentally incapacitated and is therefore unable for a period
of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform his or her duties. Any question as to the existence of the Disability of the Participant for purposes of
this Agreement shall be determined in writing by a qualified independent physician selected by the Company. The determination of Disability made in writing to the Company and the Participant shall be final and conclusive for all purposes of the
Agreement. 
 8. Forfeiture and Repayment Provisions. 
 (a) Failure to properly execute the Agreement (and each other document required to be executed by the Participant in connection with the Participant’s receipt of the Units) in a timely manner
following the Grant Date may result in the forfeiture of the Units, as determined in the sole discretion of the Company. 
 (b)
The right to vest in the Units shall be conditional upon the fact that the Participant has read and understood the forfeiture and repayment provisions set forth in this Section 8, that the Participant has not engaged in any misconduct or acts
contrary to the Company as described below, and that the Participant has no intent to leave employment with the Company or any of its Subsidiaries for the purpose of engaging in any activity or providing any services which are contrary to the spirit
and intent of the Post-Employment Restriction Agreement. 
 (c) The Company is authorized to suspend or terminate this Unit
prior to or after termination of employment if the Participant engages in any conduct agreed to be avoided pursuant to the Post-Employment Restriction Agreement. If, at any time during the applicable restriction period described in the
Post-Employment Restriction Agreement, the Participant engages in any conduct agreed to be avoided pursuant to the Post-Employment Restriction Agreement, then any gain (without regard to tax effects) realized by the Participant from the vesting of
the Units, in whole or in part, shall be paid by the Participant to the Company. The Participant consents to the deduction from any amounts the Company or any of its Subsidiaries owes to the Participant to the extent of the amounts the Participant
owes the Company hereunder. 
 (d) Misconduct. 
 (i) The Company is authorized to suspend or terminate this Unit prior to or after termination of employment if the Company reasonably determines that during the Participant’s employment with the
Company or any of its Subsidiaries: 

  
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 (1) The Participant knowingly participated in misconduct that causes a misstatement of the
financial statements of the Company or any of its Subsidiaries or misconduct which represents a material violation of any code of ethics of the Company applicable to the Participant or of the Always Honest compliance program or similar program of
the Company; or 
 (2) The Participant was aware of and failed to report, as required by any code of ethics of the Company
applicable to the Participant or by the Always Honest compliance program or similar program of the Company, misconduct that causes a misstatement of the financial statements of the Company or any of its Subsidiaries or misconduct which represents a
material violation of any code of ethics of the Company applicable to the Participant or of the Always Honest compliance program or similar program of the Company. 
 (ii) If, at any time after the Participant vests in the Units, in whole or in part, the Company reasonably determines that the provisions of Section 9(c) applies to the Participant, then any gain
(without regard to tax effects) realized by the Participant from such vesting shall be paid by the Participant to the Company. The Participant consents to the deduction from any amounts the Company or any of its Subsidiaries owes to the Participant
to the extent of the amounts the Participant owes the Company under this Section 8. 
 9. Miscellaneous. 

(a) Issuance of Shares. Upon any vesting of the Units, and subject to the payment of any Tax-Related Items (as defined under
Section 9(d) below), the Company shall issue the Shares in book entry form at the times specified in Section 3 above. The Shares acquired shall be registered in the name of the Participant, the Participant’s transferee and subject to
the restrictions on the sale or transfer of Shares set forth in Section 4 above. If the Participant dies and the Participant’s heirs step forward in the time allotted in Section 7(d) above, the Shares acquired shall be registered in
the name of the person entitled to receive the Shares in accordance with the Plan. 
 (b) Rights as Shareholder. Units
are not actual Shares, but rather, represent a right to receive Shares according to the terms and conditions set forth herein and the terms of the Plan. Accordingly, the issuance of a Unit shall not entitle the Participant to any of the rights or
benefits generally accorded to stockholders unless and until a Share is actually issued under Section 9(a) hereof. 
 (c)
Adjustments to Award. 
 (i) In the event that the Company engages in a transaction such that any dividend or other
distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or
other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the shares covered by the Unit, in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available under this Agreement, the terms of this Unit (including, without limitation, the number and kind of Shares subject to this Unit) shall be adjusted as set forth in
Section 4(c) of the Plan and in keeping with Section III.2 of the French Plan. 

  
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 (ii) Upon a Change in Control, the Committee may, in its sole discretion, adjust the terms
of this Unit (including, without limitation, the number and kind of Shares subject to this Unit) by taking any of the actions permitted under this Agreement and in accordance with Section 4(c) of the Plan. 

(d) Responsibility for Taxes. 
 (i) Regardless of any action the Company or the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account
or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related
Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that Company and/or the Employer (1) make no representations or
undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including, but not limited to, the grant, vesting or settlement of the Units, the issuance of Shares upon settlement of the Units, the
subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends [and/or any dividend equivalents]; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units
to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any
relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one
jurisdiction. 
 (ii) Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make
adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the
obligations with regard to all Tax-Related Items by one or a combination of the following: 
 (1) withholding from the
Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or 
 (2)
withholding from proceeds of the sale of Shares acquired upon vesting/settlement of the Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or

 (3) if authorized by the Committee, withholding in Shares to be issued upon vesting/settlement of the Units. 

(iii) To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum
statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to
the vested Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan. 

  
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 (iv) Finally, the Participant shall pay to the Company or the Employer any amount of
Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue
or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items. 

(e) Interpretations. This Agreement is subject in all respects to the terms of the Plan. A copy of the Plan is available upon the
Participant’s request. Terms used herein which are defined in the Plan shall have the respective meanings given to such terms in the Plan, unless otherwise defined herein. In the event that any provision of this Agreement is inconsistent with
the terms of the Plan, the terms of the Plan shall govern. Any question of administration or interpretation arising under this Agreement shall be determined by the Committee, and such determination shall be final, conclusive and binding upon all
parties in interest. 
 (f) Nature of Grant. In accepting the grant, the Participant acknowledges, understands and agrees
that: 
 (i) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended,
suspended or terminated by the Company at any time; 
 (ii) the grant of the Units is voluntary and occasional and does not
create any contractual or other right to receive future grants of units, or benefits in lieu of units, even if units have been granted repeatedly in the past; 
 (iii) all decisions with respect to future Unit grants, if any, will be at the sole discretion of the Company; 
 (iv) the Participant’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the
Participant’s employment or service relationship (if any) at any time; 
 (v) the Participant is voluntarily participating
in the Plan; 
 (vi) the Units and the Shares subject to the Units are not intended to replace any pension rights or
compensation; 
 (vii) the future value of the underlying Shares is unknown and cannot be predicted with certainty; 

(viii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Units resulting from the Participant’s
termination of employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of any employment law in the country where the Participant resides, even it otherwise applicable to the Participant’s employment
benefits from the Employer, and whether or not later found to be invalid), and in consideration of the grant of the Units to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim
against the Company or the Employer, waives his or her ability, if any, to bring any such claim, and releases the 

  
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Company and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the
Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims; and 

(ix) the following provisions apply only to the Participants providing services outside the United States, as determined by the Company:

 (A) the Units and the Shares subject to the Units are an extraordinary item that does not constitute compensation of any kind
for services of any kind rendered to the Company or the Employer, and which is outside the scope of the Participant’s employment or service contract, if any; 
 (B) the Units and the Shares subject to the Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation,
termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past
services for the Company, the Employer or any Subsidiary; and 
 (C) the Unit grant and the Participant’s participation in
the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any Subsidiary. 

(g) No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any
recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial
advisors regarding his or her participation in the Plan before taking any action related to the Plan. 
 (h) Data
Privacy. 
 (i) The Participant hereby explicitly and unambiguously consents to the collection, use and transfer,
in electronic or other form, of the Participant’s personal data as described in this Agreement and any other Unit grant materials by and among, as applicable, the Employer, the Company and its Subsidiaries for the exclusive purpose of
implementing, administering and managing the Participant’s participation in the Plan. 
 (ii) The Participant
understands that the Company and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other
identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Units or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the
Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”). 

  
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 (iii) The Participant understands that Data will be transferred to E*Trade Financial
Services, or such other stock plan service provider as may be selected by the Company in the future or other stock plan service provider that is selected by the Participant to the extent permitted by the Company in its sole discretion,
in each case, that is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the
recipients’ country (e.g., the United States) may have different data privacy laws and protections than France. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data
by contacting his or her local human resources representative. The Participant authorizes the Company, E*Trade Financial Services and any other possible recipients which may assist the Company (presently or in the future) with implementing,
administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. The Participant
understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. Participant understands that he or she may, at any time, view Data, request additional information
about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. The Participant
understands, however, that refusing or withdrawing his or her consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of
consent, the Participant understands that he or she may contact his or her local human resources representative. 
 (i)
Reservation of Shares. The Company shall at all times during the term of the Unit reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Agreement. 

(j) Securities Matters. The Company shall not be required to deliver any Shares until the requirements of any securities or other
laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied. 
 (k) Assignment. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Participant. 

(l) Successors and Assigns; No Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the
Company and the Participant and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the Company and the Participant, and
their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. 
 (m) Headings. Headings are given to the sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant
to the construction or interpretation of this Agreement or any provision hereof. 

  
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 (n) Governing Law; Arbitration. It is intended that Restricted Stock Units granted
under this French Plan shall qualify for the specific tax and social security treatment applicable to Restricted Stock Units granted for no consideration under Sections L. 225-197-1 to L. 225-197-6 of the French Commercial Code, as amended, and in
accordance with the relevant provisions set forth by French tax and social security laws, and the terms of this French Plan shall be interpreted accordingly. The internal law, and not the law of conflicts, of the State of Minnesota will govern all
questions concerning the validity, construction and effect of this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, the existence, validity, interpretation or breach
hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be held in Minneapolis, Minnesota pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of
Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses
of the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible
following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown,
the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitration. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial
justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to
information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject to
judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration,
including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect of any thereof may be brought in any federal or state court of competent jurisdiction location
within the State of Minnesota, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Minnesota over any such action. The parties hereby irrevocably waive, to the
fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the
parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 
 (o) Notices. The Participant should send all written notices regarding this Agreement or the Plan to the Company at the following address: 

MoneyGram International, Inc. 
 EVP, General Counsel & Secretary 
 2828 North Harwood
Street, 15th Floor 

Dallas, TX 75201 

  
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 (p) Amendments. The Company may amend this Agreement at any time; provided that,
subject to Section 9(p) hereof and Section 7 of the Plan, no such amendment, alteration, suspension, discontinuation or termination shall be made without the Participant’s consent, if such action would materially diminish any of the
Participant’s rights under this Agreement. The Company reserves the right to impose other requirements on the Units and the Shares acquired upon vesting of the Units, to the extent the Company determines it is necessary or advisable under the
laws of the country in which the Participant resides pertaining to the issuance or sale of Shares or to facilitate the administration of the Plan. 
 (q) Entire Agreement. This Agreement and the Plan and the other agreements referred to herein and therein and any schedules, exhibits and other documents referred to herein and therein constitute
the entire agreement and understanding among the parties hereto in respect of the subject matter hereof and thereof and supersede all prior and contemporaneous arrangements, agreements and understandings, both oral and written, whether in term
sheets, presentations or otherwise, among the parties hereto, or between any of them, with respect to the subject matter hereof and thereof. 
 (r) Severability. If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any law, all other provisions of this Agreement shall remain in full force and effect so
long as the economic and legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party. If any provision of this Agreement is held to be invalid, illegal, or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby are consummated as originally contemplated to the
greatest extent possible. 
 (s) Participant Undertaking. The Participant agrees to take such additional action and
execute such additional documents the Company may deem necessary or advisable to carry out or effect one or more of the obligations or restrictions imposed either on the Participant or upon this Unit pursuant to the provisions of this Agreement.

 (t) Counterparts. For the convenience of the parties and to facilitate execution, this Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document. 
 (u) Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby
consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. 

(v) Language Consent. By accepting the Units, the Participant confirms having read and understood the documents relating to this
grant (the U.S. Plan, the French Plan and the Agreement), which were provided in the English language. The Participant accepts the terms of those documents accordingly. 

  
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 En acceptant l’attribution, vous confirmez ainsi avoir lu et compris les documents
relatifs à cette attribution (le Plan US, le sous-plan pour la France, et le contrat) qui ont été communiqués en langue anglaise. Vous acceptez les termes en connaissance de cause. 

(w) No Trust or Fund Created. Neither the Plan nor the Agreement shall create or be construed to create a trust or separate fund
of any kind or a fiduciary relationship between the Company or any Subsidiary and the Participant or any other person. 
 (x)
Section 409A Provisions. The payment of Shares under this Agreement is intended to be exempt from the application of Section 409A of the Code, as amended (“Section 409A”) by reason of the short-term deferral
exemption set forth in United States Treasury Regulation §1.409A-1(b)(4). Notwithstanding anything in the Plan or this Agreement to the contrary, to the extent that any amount or benefit hereunder that constitutes “deferred
compensation” to the Participant under Section 409A and applicable guidance thereunder is otherwise payable or distributable to the Participant under the Plan or this Agreement solely by reason of the occurrence of a Change in Control or
due to the Participant’s Disability or separation from service, such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless the Committee determines in good faith that (i) the
circumstances giving rise to such Change in Control, Disability or separation from service meet the definition of a change in ownership or control, disability, or separation from service, as the case may be, in Section 409A(a)(2)(A) of the Code
and applicable final regulations, or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A by reason of the short-term deferral exemption or otherwise (including, but not limited
to, a payment made pursuant to an involuntary separation arrangement that is exempt from Section 409A under the “short-term deferral” exception). Any payment or distribution that constitutes deferred compensation subject to Code
Section 409A and that otherwise would be made to a Participant who is a specified employee as defined in Section 409A(a)(2)(B) of the Code on account of separation from service instead shall be made on the earlier of the date that is six
months and one day after the date of the specified employee’s separation from service and the specified employee’s death. Except in the event of death or Disability as defined in the French Plan, should compliance with these provisions
result in vesting of the Unit prior to the second anniversary of the Grant Date, or such other minimum period as required for the vesting period applicable to French-qualified Restricted Stock Units under Section L. 225-197-1 of the French
Commercial Code, as amended, or relevant Section of the French Tax Code or the French Social Security Code, as amended, and/or the lifting of the minimum mandatory holding period applicable to French-qualified Restricted Stock Units prior to its
completion, the Units shall no longer benefit from the favorable tax and social security regime. 

  
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 IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement on
the date set forth in the first paragraph. 
  

			
	MONEYGRAM INTERNATIONAL, INC.
		
	By:	 	 


  

			
	PARTICIPANT
		
	 	 	 
	Print Name:	 	 



  
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 SCHEDULE A 
 [Insert Schedule A Performance/Vesting Details] 

  
 17