EX-10.01






Exhibit 10.01




MONEYGRAM INTERNATIONAL, INC.

2005 OMNIBUS INCENTIVE PLAN




NON-QUALIFIED STOCK OPTION AGREEMENT




This Non-Qualified Stock Option Agreement (this “Agreement”) is made effective as of
August 11, 2009 (the “Grant Date”) between MoneyGram International, Inc., a Delaware
corporation (the “Company”), and Jeffrey Woods (the “Optionee”).



WHEREAS, in connection with the Optionee’s employment with the Company, the Company desires to
grant to the Optionee an option to purchase shares of the Company’s Common Stock, par value $0.01
per share (the “Common Stock”) on the date hereof pursuant to the terms and conditions of
this Agreement and the Company’s 2005 Omnibus Incentive Plan (the “Plan”);



WHEREAS, the Human Resources and Nominating Committee (the “Committee”) has determined
that it would be to the advantage, and in the best interest, of the Company and its shareholders to
grant the option provided for herein to the Optionee as an incentive for Optionee’s increased
efforts during Optionee’s employment with the Company;



NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:



1. Grant of Option. 



Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants
to the Optionee on the Grant Date, an option to purchase up to four million two hundred fifty
thousand (4,250,000) shares of Common Stock at the option price set forth in Section 2 (the
“Option”).



The foregoing award is a Non-qualified Stock Option granted under the Plan, which is
incorporated herein by this reference and made part of this Agreement. The Option is not an
incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the “Code”).



2. Option Price. 



The per share purchase price of the shares subject to the Option shall be the higher of $1.50
or the Fair Market Value of the Common Stock as of the Grant Date (the “Option Price”),
subject to appropriate adjustment as may be determined by the Committee from time to time in
accordance with Section 9.



3. Term of Option and Exercisability. 



The term of the Option shall be for a period of ten years from the Grant Date, terminating at
the close of business on August 11, 2019 (the “Expiration Date”) or such shorter period as
is prescribed in Sections 5 and 6 of this Agreement. Subject to the provisions of Sections 4, 5 and
6 of this Agreement, 50% of the Option shall vest and become exercisable based on a time-vesting
schedule (the “Time-Based Option”) and the remaining 50% of the Option shall vest and
become exercisable based on performance-based vesting criteria (the “Performance-Based
Option”).



(a) Time-Based Option: Subject to the Optionee’s continued employment with the Company
or any of its Subsidiaries on the applicable “Time-Vesting Date” set forth in the table below, the
Time-Based-Option shall vest as follows:



	 	 	 	 	 	 	 	 	 	 	 
	Time-Vesting Date	 	Aggregate Percentage Vested Time-Based Option
	1st Anniversary of Grant Date

	 	 	 	 	20	 	 	 	%	 
	 

	 	 	 	 	 	 	 	


	2nd Anniversary of Grant Date

	 	 	 	 	40	 	 	 	%	 
	 

	 	 	 	 	 	 	 	


	3rd Anniversary of Grant Date

	 	 	 	 	60	 	 	 	%	 
	 

	 	 	 	 	 	 	 	


	4th Anniversary of Grant Date

	 	 	 	 	80	 	 	 	%	 
	 

	 	 	 	 	 	 	 	


	5th Anniversary of Grant Date

	 	 	 	 	100	 	 	 	%	 
	 

	 	 	 	 	 	 	 	








There shall be no partial vesting during any period. Except as set forth in Section 5 hereof,
if the Optionee’s employment with the Company or any of its Subsidiaries is terminated on or prior
to the fifth anniversary of the Grant Date, the unvested portion of the Time-Based Option shall be
forfeited as described in Section 5 hereof.



(b) Performance-Based Option: Subject to the Optionee’s continued employment with the
Company or any of its Subsidiaries on the applicable Performance-Vesting Date (as defined below),
the Performance-Based Option shall vest as follows:



(i) 50% of the Performance-Based Option (“Tranche 1 Performance-Based Option”) shall
vest in full (A) so long as the Common Stock trades on a United States securities exchange or
trading market (which, for the purpose of Section 3(b), shall include an over-the-counter market on
the OTC Bulletin Board or Pink Sheets), on the earlier of (x) the date that the daily closing price
of the Common Stock on the principal United States securities exchange or trading market on which
the Common Stock is traded (the “Applicable Market”) equals or exceeds $3.50 for any period
of twenty (20) consecutive trading days during the five-year period following the Grant Date or (y)
if there is a Change in Control (as defined below) during the five-year period following the Grant
Date, on the date of such Change in Control, in the event the per share consideration in such
Change in Control equals or exceeds $3.50, or (B) in the event the Common Stock does not trade on a
United States securities exchange or trading market (such cessation, a “Going Private
Event”), on the earlier of (x) following a Subsequent Public Offering (as defined below), the
date during the five-year period following the Grant Date on which the Equity Value (as defined
below) of a share of Common Stock would result in the Investors (as defined below) having value in
their equity securities of the Company (assuming conversion into Common Stock of all convertible
securities then held by the Investors) equal to or exceeding two (2) times the aggregate amount
invested by the Investors in such securities or (y) if there is a Change in Control during the
five-year period following the Grant Date, on the date of such Change in Control if the aggregate
value of the cash, marketable securities and other consideration received by the Investors pursuant
to such Change in Control, together with any distributions or proceeds previously received by the
Investors, in each case, in connection with the equity securities of the Company held by the
Investors, is equal to or exceeds two (2) times the aggregate amount invested by the Investors in
securities of the Company (any of such dates, a “Tranche 1 Performance Vesting Date”); and



(ii) the remaining 50% of the Performance-Based Option (“Tranche 2 Performance-Based
Option”) shall vest in full (A) so long as the Common Stock trades on a United States
securities exchange or trading market, on the earlier of (x) the date that the daily closing price
of the Common Stock on the Applicable Market equals or exceeds $5.25 for any period of twenty (20)
consecutive trading days during the five-year period following the Grant Date or (y) if there is a
Change in Control during the five-year period following the Grant Date, on the date of such Change
in Control, in the event the per share consideration in such Change in Control equals or exceeds
$5.25, or (B) in the event of a Going Private Event, on the earlier of (x) following a Subsequent
Public Offering, the date during the five-year period following the Grant Date on which the Equity
Value of a share of Common Stock would result in the Investors having value in their equity
securities of the Company (assuming conversion into Common Stock of all convertible securities then
held by the Investors) equal to or exceeding three (3) times the aggregate amount invested by the
Investors in such securities or (y) if there is a Change in Control during the five-year period
following the Grant Date, on the date of such Change in Control if the aggregate value of the cash,
marketable securities and other consideration received by the Investors pursuant to such Change in
Control, together with any distributions or proceeds previously received by the Investors, in each
case, in connection with the equity securities of the Company held by the Investors, is equal to or
exceeds three (3) times the aggregate amount invested by the Investors in securities of the Company
(any of such dates, a “Tranche 2 Performance Vesting Date”). The Tranche 1 Performance
Vesting Date and the Tranche 2 Performance Vesting Date are each referred to as a
“Performance-Vesting Date.”



Notwithstanding anything herein to the contrary, if the Tranche 1 Performance Vesting Date
and/or the Tranche 2 Performance Vesting Date does not occur on or prior to the earlier of the
fifth anniversary of the Grant Date and a Change in Control (absent a substitution of the
applicable Options), the Tranche 1 Performance-Based Option and/or Tranche 2 Performance-Based
Option, as applicable, shall be forfeited on such earlier date. Except as set forth in Section 5
hereof, if the Optionee’s employment with the Company or any of its Subsidiaries is terminated
prior to the Tranche 1 Performance Vesting Date and/or the Tranche 2 Performance Vesting Date, the
Tranche 1 Performance-Based Option and/or Tranche 2 Performance-Based Option, as applicable, shall
be forfeited, as described in Section 5 hereof.



For purposes hereof, the “Equity Value” shall mean the average daily closing price of
the Common Stock over a consecutive twenty (20) day trading period.



For purposes hereof, “Subsequent Public Offering” shall mean a firm commitment
underwritten public offering of shares of the Company or other event the result of which is that
shares of the Company are tradable on the New York Stock Exchange, American Stock Exchange, NASDAQ
National Market or similar market system, in each case, after a Going Private Event.



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).



4. Effect of Change in Control. 



Notwithstanding the vesting provisions contained in Section 3 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:



(a) If at the time of the Change in Control, the per share Fair Market Value of the Common
Stock does not exceed the per share Option Price, then this Option, whether vested or unvested,
shall immediately terminate in full and be of no further force or effect; and



(b) If at the time of the Change in Control, the per share Fair Market Value of the Common
Stock exceeds the Option Price, then the Committee, in its sole discretion, may:



(i) provide the Optionee a reasonable amount of time (such period of time to be determined by
the Committee in its sole discretion) to exercise the vested and unexercised portion of this Option
that is outstanding at the time of the Change in Control and, if not exercised within such period,
have this Option terminate in full and be of no further force or effect with respect to any
unexercised portion of such Option (and the unvested portion of this Option shall be forfeited);



(ii) provide for the termination of this Option in exchange for payment to the Optionee of the
excess of (x) the aggregate Fair Market Value of the Common Stock issuable pursuant to the vested
portion of the Option that is outstanding and unexercised at the time of the Change in Control over
(y) the aggregate Option Price for such vested portion of the Option (and the unvested portion of
this Option shall be forfeited); or



(iii) if the Change in Control involves the merger or consolidation of the Company with or
into another entity, provide for the substitution by the surviving entity or its direct or indirect
parent of awards with substantially the same terms as this Option in accordance with Section 409A
of the Code and Section 4(c) of the Plan.



(c) Notwithstanding the other provisions of this Section 4, if a Change in Control occurs, and
after giving effect thereto (i) the Common Stock no longer trades on a United States securities
exchange or trading market, and (ii) the Optionee’s employment is terminated by the Company or any
of its Subsidiaries without Cause (as defined in Section 5 below) or the Optionee terminates his
employment with “Good Reason” (as such term is defined below) in connection with the Change in
Control, then any portion of Time-Based Options outstanding as of the termination of employment but
not previously vested shall automatically accelerate and become vested. “Good Reason” with
respect to the Optionee shall mean: (A) any material reduction in the Optionee’s position
(including status, offices, titles or reporting requirements), authority, duties or
responsibilities, excluding for this purpose an isolated, insubstantial or inadvertent action not
taken in bad faith; (B) any reduction of the Optionee’s base salary, or annual bonus opportunity
then in effect, unless such reduction is consistent with similar reductions applied to other senior
management of the Company, or (C) requiring the Optionee to relocate to any office or location that
is more than forty (40) miles from the Company’s corporate offices in Minneapolis, other than to
any other office or location that is within (40) miles from the location of the Company’s corporate
offices, if the Company’s corporate offices are moved (or being moved) from Minneapolis to another
location; provided that none of the events described in clauses (A), (B) and (C) shall
constitute Good Reason hereunder unless (x) the Optionee shall have given written notice to the
Company of the Optionee’s intent to terminate his employment with Good Reason within ninety (90)
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.



(d) For purposes of this Agreement, notwithstanding the definition of Change in Control in any
other agreement or plan that may be applicable to the Optionee, “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 Securities Exchange Act
of 1934 (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 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.



5. Effect of Termination of Employment. 



If the Optionee’s employment is terminated, the following shall apply:



(a) if the Optionee’s employment with the Company or any of its Subsidiaries is terminated for
Cause (as defined below), any portion of the Option that has not been exercised on the date of the
Optionee’s termination of employment, whether vested or unvested, shall be immediately forfeited;



(b) if the Optionee’s employment with the Company or any of its Subsidiaries is terminated by
the Company without Cause or the Optionee terminates his employment with Good Reason, any portion
of the Option that has not vested on the date of Optionee’s termination of employment shall be
forfeited, and any portion of the Option that has vested may be exercised until the earlier of (i)
the Expiration Date and (ii) the date that is one hundred eighty (180) days after the date of the
Optionee’s termination of employment;



(c) if the Optionee resigns without Good Reason or for any reason other than death or
Disability (as defined below), any portion of the Option that has not vested on the date of the
Optionee’s termination of employment shall be immediately forfeited, and any portion of the Option
that has vested may be exercised until the earlier of (i) the Expiration Date, or (ii) the date
that is thirty (30) days after the date of the Optionee’s termination of employment;



(d) if the Optionee’s employment with the Company or any of its Subsidiaries is terminated due
to a Disability (as defined below), any portion of the Option that has not vested on the date of
Optionee’s termination of employment and that does not vest pursuant to Section 5(f) shall be
forfeited, and any portion of the Option that has vested, or that vests pursuant to Section 5(f)
below, may be exercised until the earlier of (i) the Expiration Date and (ii) the date that is
twelve (12) months after the later of the date of the Optionee’s termination due to Disability or
the date of any subsequent vesting pursuant to Section 5(f) below; and



(e) if the Optionee’s employment with the Company or any of its Subsidiaries is terminated due
to death, any portion of the Option that has not vested on the date of Optionee’s termination of
employment and that does not vest pursuant to Section 5(f) shall be forfeited, and any portion of
the Option that has vested, or that vests pursuant to Section 5(f) below, may be exercised by the
Optionee’s personal representative or the administrators of the Optionee’s estate or by any Person
or Persons to whom the Option has been transferred by will or the applicable laws of descent and
distribution until the earlier of (i) the Expiration Date and (ii) the date that is twelve (12)
months after the later of the date of the Optionee’s death or the date of any subsequent vesting
pursuant to Section 5(f) below.



(f) if the Optionee’s employment with the Company or any of its Subsidiaries is terminated due
to a Disability (as defined below) or death, then (x) upon such termination, the portion of such
Time-Based Option that otherwise, absent such termination, would vest during the 12-month period
following the date of such termination shall vest on the date of termination, and (y) the
Performance-Based Option shall vest through any Performance-Vesting Date that occurs during the
12-month period following the date of termination. The number of Time-Based Options deemed
exercisable upon termination shall be calculated after giving effect to the acceleration of vesting
specified in this clause (f).



Notwithstanding anything to the contrary in (d) or (e) of this Section 5, if the date on which
the Optionee ceases to be an employee of the Company or any of its Subsidiaries due to Disability
or death is within six (6) months of the Grant Date of the Option, and the Optionee is an officer
or director of the Company subject to Section 16(b) of the Exchange Act, this Option shall not
become fully exercisable until six (6) months and one day after the Grant Date.



For purposes of this Agreement, “Cause” shall mean (A) Optionee’s willful refusal to
carry out, in all material respects, the reasonable and lawful directions of the person or persons
to whom the Optionee reports or the Board that are within the Optionees’s control and consistent
with Optionee’s status with the Company and his duties and responsibilities hereunder (except for a
failure that is attributable to Optionee’s illness, injury or Disability) for a period of 10 days
following written notice by the Company to Optionee of such failure, (B) fraud or material
dishonesty in the performance of Optionee’s duties hereunder, (C) an act or acts on Optionee’s part
constituting (x) a felony under the laws of the United States or any state thereof, (y) a
misdemeanor involving moral turpitude or (z) a material violation of federal or state securities
laws, (D) an indictment of Optionee for a felony under the laws of the United States or any state
thereof, (E) Optionee’s willful misconduct or gross negligence in connection with Optionee’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)
Optionee’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 Optionee, and which breach could
reasonably be expected to have a material adverse effect on the Company as determined in good faith
by the Board, or (G) Optionee’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.



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




	 	6.	 	Forfeiture and Repayment Provisions.





(a) This Option shall automatically terminate on the thirty-first (31st) day following the
Grant Date if the Optionee has not, prior to such date, properly and timely executed, and delivered
to the Company, this Option and each other document required to be executed by Optionee in
connection with Optionee’s receipt of this Option.



(b) The right to exercise this Option shall be conditional upon the fact that the Optionee has
read and understood the forfeiture and repayment provisions set forth in this Section 6, that the
Optionee has not engaged in any misconduct or acts contrary to the Company as described below, and
that the Optionee 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 Option and any other outstanding
stock option held by the Optionee prior to or after termination of employment if the Optionee
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 Optionee 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 Optionee from the exercise of this Option, in whole or in part, shall be paid by the Optionee
to the Company. The Optionee consents to the deduction from any amounts the Company or any of its
Subsidiaries owes to the Optionee to the extent of the amounts the Optionee owes the Company
hereunder.



(d) Misconduct.



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



(1) The Optionee 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 Optionee or of the Always
Honest compliance program or similar program of the Company; or



(2) The Optionee was aware of and failed to report, as required by any code of ethics of the
Company applicable to the Optionee 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 Optionee or of the Always Honest compliance program or similar
program of the Company.



(ii) If, at any time after the Optionee exercises this Option, in whole or in part, the
Company reasonably determines that the provisions of Section 6(c) applies to the Optionee, then any
gain (without regard to tax effects) realized by the Optionee from such exercise shall be paid by
the Optionee to the Company. The Optionee consents to the deduction from any amounts the Company or
any of its Subsidiaries owes to the Optionee to the extent of the amounts the Optionee owes the
Company under this Section 6.




	 	7.	 	Method of Exercising Option; Payment of Option Price; Delivery of
Purchased






Shares.



(a) Subject to the terms and conditions of this Agreement, the Optionee may exercise the
Option by following the procedures established by the Company from time to time. In addition, the
Optionee may exercise the Option by written notice to the Company as provided in Section 10(l) of
this Agreement that states (i) the Optionee’s election to exercise the Option, (ii) the Grant Date
of the Option, (iii) the Option Price of the shares, (iv) the number of shares as to which the
Option is being exercised, (v) the manner of payment and (vi) the manner of payment for any income
tax withholding amount. The notice shall be signed by the Optionee or the Person or Persons
exercising the Option. The notice shall be accompanied by payment in full of the Option Price for
all shares designated in the notice. To the extent that the Option is exercised after the
Optionee’s death, the notice of exercise shall also be accompanied by appropriate proof of the
right of such Person or Persons to exercise the Option.



(b) Payment of the Option Price shall be made to the Company through one or a combination of
the following methods; provided, that in each such case, such payment method is not prohibited by,
or contrary to, any loan document to which the Company is a party:



(i) cash, in United States currency (including check, draft, money order or wire transfer made
payable to the Company);



(ii) if the Committee, in its sole discretion, allows such an exercise, by reducing the number
of shares of Common Stock otherwise deliverable upon the exercise of the Option by the number of
shares of Common Stock having an aggregate Fair Market Value on the date of exercise equal to the
aggregate Option Price; or



(iii) delivery (either actual delivery or by attestation) of shares of Common Stock acquired
by the Optionee more than six (6) months prior to the date of exercise having an aggregate Fair
Market Value on the date of exercise equal to the aggregate Option Price (only full shares of
Common Stock shall be utilized for payment purposes). The Optionee shall represent and warrant in
writing that the Optionee is the owner of the shares so delivered, free and clear of all liens,
encumbrances, security interests and restrictions, and the Optionee shall duly endorse in blank all
certificates delivered to the Company.



(c) Upon any exercise of the Option, and subject to the payment of the Option Price under
Section 7(b) and of all tax obligations under Section 8, the Company shall deliver the shares
purchased in book entry form. The shares purchased shall be registered in the name of the Optionee,
the Optionee’s transferee, or if the Optionee so requests, in writing at the time of exercise,
jointly in the name of the Optionee and another person with rights of survivorship. If the Optionee
dies, the shares purchased shall be registered in the name of the person entitled to exercise the
Stock Option in accordance with the Plan.



8. Taxes; Accounting Treatment. 



(a) The Optionee acknowledges that the Optionee will consult with his personal tax adviser
regarding the income tax consequences of exercising the Option or any other matters related to this
Agreement. If the Optionee is employed by the Company or any of its Subsidiaries, in order to
comply with all applicable federal, state, local or foreign income tax laws or regulations, the
Company may take such action as it deems appropriate to ensure that all applicable federal, state,
local or foreign payroll, withholding, income or other taxes, which are the Optionee’s sole and
absolute responsibility, are withheld or collected from the Optionee.



(b) In accordance with the terms of the Plan, and such rules as may be adopted by the
Committee, the Optionee may elect to satisfy any applicable tax withholding obligations arising
from the exercise of the Option by (i) delivering cash (including check, draft, money order or wire
transfer made payable to the order of the Company), or (ii) delivering to the Company shares of
Common Stock acquired by the Optionee more than six (6) months prior to the date of exercise having
a Fair Market Value equal to the amount of such taxes (only full shares of Common Stock shall be
utilized for payment purposes) in accordance with the provisions set forth in Section 7(b)(ii);
provided, that in each such case, such method for satisfying the applicable tax withholding
obligations is not prohibited by, or contrary to, any loan document to which the Company is a
party. The Optionee’s election must be made on or before the date that the amount of tax to be
withheld is determined.



(c) The Company acknowledges and agrees that for tax and accounting purposes, the Option will
be treated the same as all other non-qualified stock options issued by the Company that contain
substantially the same performance vesting features.



9. Adjustments. 



In the event that the Company engages in a transaction such that any dividend or other
distribution (whether in the form of cash, shares of Common Stock, 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 Option, 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 Option (including,
without limitation, the number and kind of shares subject to this Option and the Option Price)
shall be adjusted as set forth in Section 4(c) of the Plan.



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



10. General Provisions. 



(a) Interpretations. This Agreement is subject in all respects to the terms of the
Plan. A copy of the Plan is available upon the Optionee’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.



(b) No Rights as a Shareholder. Neither the Optionee nor the Optionee’s legal
representatives shall have any of the rights and privileges of a shareholder of the Company with
respect to the shares of Common Stock subject to the Option unless and until such shares are issued
upon exercise of the Option. Except as expressly provided by the Plan, no adjustment shall be made
for dividends or other rights for which the record date is prior to the issuance of any purchased
shares and the delivery of any certificate or certificates for such shares.



(c) No Right to Employment. Nothing in this Agreement or the Plan shall be construed
as giving the Optionee the right to be retained as an employee of the Company or any of its
Subsidiaries. In addition, the Company or any of its Subsidiaries, as applicable, may at any time
dismiss the Optionee from employment, free from any liability or any claim under this Agreement,
unless otherwise expressly provided in this Agreement.



(d) Termination of the Plan; No Right to Future Grants. By entering into this
Agreement, the Optionee acknowledges: (a) that the Plan is discretionary in nature and may be
suspended or terminated by the Company at any time; (b) that each grant of an option is a one-time
benefit which does not create any contractual or other right to receive future grants of options,
or benefits in lieu of options; (c) that all determinations with respect to any such future grants,
including, but not limited to, the times when the option shall be granted, the number of shares
subject to each option, the Option Price, and the time or times when each option shall be
exercisable, will be at the sole discretion of the Company; (d) that the Optionee’s participation
in the Plan is voluntary; (e) that the Option is not part of normal and expected compensation for
purposes of calculating any severance, resignation, bonuses, pension or retirement benefits or
similar payments; (g) that the right to purchase Common Stock ceases upon termination of employment
for any reason except as may otherwise be explicitly provided in the Plan or this Agreement; (h)
that the future value of the Option is unknown and cannot be predicted with certainty; (i) that if
the underlying shares do not increase in value, the Option will have no value; and (j) the
foregoing terms and conditions apply in full with respect to any prior option grants to the
Optionee.



(e) Option Not Transferable.



(i) Except as otherwise provided by the Plan or by the Committee, the Option shall not be
transferable other than by will or by the laws of descent and distribution and the Option shall be
exercisable during the Optionee’s lifetime only by the Optionee or, if permissible under applicable
law, by the Optionee’s guardian or legal representative. The Option may not be pledged, alienated,
attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance
of the Option shall be void and unenforceable against the Company or any Subsidiaries of the
Company.



(ii) None of the purchased shares acquired pursuant to the exercise of this Option 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 Securities Act of 1933, as
amended.



(f) Reservation of Shares. The Company shall at all times during the term of the
Option reserve and keep available such number of shares of Common Stock as will be sufficient to
satisfy the requirements of this Agreement.



(g) Securities Matters. The Company shall not be required to deliver any shares of
Common Stock until the requirements of any federal or state 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.



(h) Assignment. Neither this Agreement nor any right, remedy, obligation or liability
arising hereunder or by reason hereof shall be assignable by the Optionee.



(i) Successors and Assigns; No Third Party Beneficiaries. This Agreement shall inure
to the benefit of and be binding upon the Company and the Optionee 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 Optionee, and their
respective heirs, successors, legal representatives and permitted assigns, any rights, remedies,
obligations or liabilities under or by reason of this Agreement.



(j) 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.



(k) Governing Law; Arbitration. 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 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.



(l) Notices. The Optionee 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


1550 Utica Avenue South, MS GHQ 8020


Minneapolis, MN 55416



(m) Amendments. The Company may amend this Agreement at any time; provided that,
subject to Section 9 hereof and Section 7 of the Plan, no such amendment, alteration, suspension,
discontinuation or termination shall be made without the Optionee’s consent, if such action would
materially diminish any of the Optionee’s rights under this Agreement; provided, however, the
Company may amend this Agreement in such manner as it deems necessary to comply with applicable
laws.



(n) 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.



(o) 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.



(p) Optionee Undertaking. The Optionee 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 Optionee or upon this
Option pursuant to the provisions of this Agreement.



(q) 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.



(r) Confidentiality. The Optionee agrees to maintain the confidentiality of the
existence and terms of this Option; provided, however, that the Optionee may
disclose, on a confidential basis, the existence and terms of this Option to his spouse, accountant
and legal counsel and to the extent required by law or legal process.



* * * * * * * *




By signing below, the Optionee accepts this Option and the terms and conditions in this
Agreement and the Plan.



MONEYGRAM INTERNATIONAL, INC.



By:

Title: President and Chief Executive Officer




OPTIONEE



Signature:



Print Name: Jeffrey R. Woods



[THIS IS THE SIGNATURE PAGE TO THE NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN THE

ABOVE-REFERENCED PARTIES]