EX-10.03






Exhibit 10.03




EMPLOYEE TRADE SECRET, CONFIDENTIAL INFORMATION

AND POST-EMPLOYMENT RESTRICTION AGREEMENT




	 	 	 
	Employee: Daniel J. O’Malley

	 	—
	(Print Employee’s full name)

	 	







Employer: MoneyGram International, Inc., including its direct and indirect subsidiaries,
affiliates, predecessors, successors, and permitted assigns.



Effective as of the date on which Employee signs this Agreement, Employee agrees as follows:




	1.	 	Acknowledgments.





1.1 Employer is currently engaged in the following businesses:



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



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



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



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



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



1.2 Employer conducts its business and is engaged in competition in a nationwide market; in
the case of its money transfer businesses, Employer’s business and competition are conducted
globally.



1.3 Employer desires to protect its legitimate proprietary interests, including but not
limited to its confidential business information and trade secrets.




	2.	 	Consideration.





Employee acknowledges that for and in consideration of the agreements and covenants made
herein, Employer has agreed to award a non-qualified stock option (“Option”) to Employee pursuant
to a MoneyGram International, Inc. 2005 Omnibus Incentive Plan Non-Qualified Stock Option Agreement
(“Option Agreement”).



Employee further acknowledges that he or she has had an opportunity to review this Agreement
and the Option Agreement in their entirety and to consult with Employee’s attorney and other
advisors prior to signing this Agreement.




	3.	 	Trade Secrets and Confidential Information and Related Covenants.





3.1 During the course of Employee’s employment, he or she has had and will have access to and
gain knowledge of the highly confidential and proprietary information (“Confidential Information”)
and trade secrets which are the property of Employer, or which Employer is under an obligation not
to disclose, including but not necessarily limited to the following: information regarding the
Employer’s clients and prospective clients, information regarding Employer’s development of
enhanced or new payment services, the financial terms of Employer’s contracts and proposed
contracts, the expiration dates of such contracts, the key contact individuals at each client
location, the transaction volume and business features of each client and/or location, business
plans, marketing plans and financials, reports, data, figures, margins, statistics, analyses and
other related information, and any other information of whatever nature which gives Employer an
opportunity to obtain a competitive advantage over its competitors who do not know or use it. In
addition, Employer’s Confidential Information and trade secrets include the means by which Employer
provides its services including but not limited to its organizational structure, technology,
management systems, software and computer systems.



3.2 Employee agrees to use best efforts and the utmost diligence to guard and protect
Employer’s trade secrets and Confidential Information, and Employee agrees that Employee will not,
during or after the period of Employee’s employment by Employer, use or disclose, directly or
indirectly, any of Employer’s trade secrets or Confidential Information which Employee may develop,
obtain or learn about during or as a result of Employee’s employment by Employer, unless previously
authorized to do so by Employer in writing. Employee acknowledges that the Confidential Information
and trade secrets are owned and shall continue to be owned by the Employer and that misuse,
misappropriation or disclosure of this information could cause irreparable harm to Employer both
during and after the term of Employee’s employment.




	4.	 	Post-Employment Competitive Activities and Related Covenants.





4.1 Definitions: For purposes of Section 4, the following terms have the meanings
indicated:



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



(i) which Employee either worked on, performed or sold during his or her last twenty-four (24)
months of employment by Employer; or



(ii) about which Employee acquired Confidential Information as a result of his or her
employment by Employer.



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



(c) A “Customer” means any current customer or agent or any prospective or former customer or
agent of Employer with which Employee had any contact or about which Employee had access to
Confidential Information or trade secrets at any time during the twenty-four (24) months preceding
Employee’s termination of employment with Employer.



4.2 Employment with a Conflicting Organization. Employee agrees that, for a period of
twelve (12) months following Employee’s termination of employment, and in exchange for the
consideration described in Section 2 of this Agreement, he or she shall not accept employment or
otherwise render services as an employee, trustee, principal, agent, consultant, partner, director,
officer or substantial stockholder of any Conflicting Organization unless Employee first obtains
written consent to such engagement from Employer.



4.3 Interference with Existing Employment or Similar Relationships. During and for a
period of twelve (12) months after termination of his or her employment with Employer, Employee
will not, whether on Employee’s own behalf or on behalf of or in conjunction with any person, firm,
partnership, joint venture, association, corporation or other business organization, entity or
enterprise whatsoever, directly or indirectly hire or cause any third party to hire, recruit,
solicit or induce any employee, contractor, consultant or representative of Employer to terminate
his, her or its relationship with the Employer. Employee further agrees that, during such time, if
a person who is employed by Employer contacts Employee about prospective employment, Employee will
inform such person that Employee cannot discuss the matter without informing Employer and obtaining
permission for such discussions in writing from Employer.



4.4 Interference with Customer Relationships. During and for a period of twelve (12)
months after termination of his or her employment with Employer, Employee will not, whether on
Employee’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint
venture, association, corporation or other business organization, entity or enterprise whatsoever,
directly or indirectly interfere with, attempt to influence or otherwise affect Employer’s
commercial relationships with any Customer (as defined above). Employee further agrees that, during
such time, if a Customer contacts Employee about discontinuing business with Employer or otherwise
changing an existing commercial relationship with Employer, Employee will inform such Customer that
Employee cannot discuss the matter without informing Employer and obtaining permission for such
discussions in writing from Employer.



4.5 Remedies.



(a) Injunctive Relief. Employee acknowledges that the damages which may arise from a
breach of Sections 4.2, 4.3, and/or 4.4 of this Agreement are irreparable and difficult to prove
with certainty. If any covenant contained in Sections 4.2, 4.3, and/or 4.4 is breached, in addition
to other legal remedies which may be available (which shall include but not be limited to any
actual damages suffered by Employer), Employer shall be entitled to an immediate injunction from a
court of competent jurisdiction to end such breach, without further proof of damage. The parties
agree that the venue for such action shall be Minneapolis, Minnesota, and Minnesota law shall
govern this Agreement and any proceedings to enforce it. Employer shall be entitled to
reimbursement from Employee of its costs and expenses, including reasonable attorneys’ fees,
incurred in enforcing this Agreement.



(b) Forfeiture and Repayment.



(i) Pursuant to Section 6 of the Option Agreement, Employer is authorized to suspend or
terminate the Option and any other outstanding stock option held by Employee prior to or after
termination of employment if Employee engages in any conduct agreed to be avoided pursuant to this
Agreement. If, at any time during the applicable restriction period described in this Agreement,
Employee engages in any conduct agreed to be avoided pursuant to this Agreement, then any gain
(without regard to tax effects) realized by Employee from the exercise of the Option, in whole or
in part, shall be paid by Employee to Employer.



(ii) In consideration of the particular nature and scope of Employee’s key responsibilities
for Employer, if at any time within eighteen (18) months after the date of Employee’s termination
of employment, Employee accepts employment or otherwise renders services as an employee, trustee,
principal, agent, consultant, partner, director, officer or substantial stockholder of any
Conflicting Organization, or any of its/their subsidiaries, affiliates, or related companies
without first obtaining written consent to such engagement from Employer, then any gain (without
regard to any tax effects) realized by the Employee from the exercise of the Option, in whole or in
part, shall be paid by Employee to Employer.



(iii) Employee consents to the deduction from any amounts Employer owes to Employee the
amounts Employee owes to Employer under Section 6 of the Option Agreement and Sections 4.5(b)(i)
and/or 4.5(b)(ii) of this Agreement. In addition, Employee agrees to make such payment of any
amounts Employee owes to Employer under Section 6 of the Option Agreement and Sections 4.5(b)(i)
and/or 4.5(b)(ii) of this Agreement within thirty (30) days of receipt of a written demand for
payment received from Employer. Employee agrees that Employer shall be entitled to initiate
judicial proceedings seeking the payments described in Section 6 of the Option Agreement and
Sections 4.5(b)(i) and/or 4.5(b)(ii) of this Agreement if Employee fails or otherwise refuses to
make such payment upon receiving written notice from Employer of the obligation to repay. The
parties agree that the venue for such action shall be Minneapolis, Minnesota, and Minnesota law
shall govern this Agreement and any proceedings to enforce it. Employer shall be entitled to
reimbursement from Employee of its costs and expenses, including reasonable attorneys’ fees,
incurred in enforcing Employee’s obligation under this Agreement.




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





5.1 During Employee’s employment with Employer, Employee will promptly report to Employer all
designs, developments, discoveries, inventions, improvements or works (collectively “Inventions”)
of whatsoever nature conceived or made by Employee. All such Inventions and the patent, copyright,
trade secret and other intellectual property rights therein which are applicable in any way to
Employer’s business shall be the sole and exclusive property of Employer. Whenever requested by
Employer whether during or subsequent to Employee’s employment, Employee agrees to execute any
papers Employer deems necessary for the protection of Employer’s interest in any Invention and the
patent, copyright and other intellectual property rights therein.



5.2 If Employee is or at any time becomes a resident of California, Delaware, Illinois,
Kansas, Minnesota, North Carolina, Utah or Washington, then the provisions of Section 5.1 shall not
apply to any Invention conceived or made by Employee in that state for which no equipment,
supplies, facility or trade secret information of Employer was used and which was developed
entirely on Employee’s own time, unless:



(a) the Invention relates directly to the business of Employer, or to Employer’s actual or
demonstrably anticipated research or development, or



(b) the Invention results from any work performed by Employee for Employer.




	6.	 	Non-Disparagement of Employer.





Employee will not make disparaging statements about Employer or its parent companies,
predecessors, successors, affiliates, subsidiaries, related companies, shareholders (including
their respective members, managers, and partners), officers, directors, agents, employees, products
or services.




	7.	 	Return of Documents and Other Property.





Employee shall return, prior to or on Employee’s employment termination date, all of
Employer’s property and information within Employee’s possession. Such property includes, but is
not limited to, credit cards, computers, copy machines, facsimile machines, lap top computers,
cellular telephones, pagers, entry cards, keys, building passes, computer software, manuals,
journals, diaries, files, lists, codes, documents, correspondence, and methodologies particular to
Employer and any and all copies thereof. Moreover, Employee is strictly prohibited from making
copies, or directing copies to himself through e-mail or other transmission, of any of Employer’s
property covered by this section.




	8.	 	Severability.





If any provision of this Agreement is held to be unenforceable, the remainder of the Agreement
shall not be affected thereby, but shall remain valid and enforceable, and such provision shall be
sufficiently narrowed so as to make it enforceable.




	9.	 	Entire Agreement.





This Agreement and the Option Agreement contain the entire agreement between Employer and
Employee relating to the subject matter hereof and supersede any prior Employee Trade Secret,
Confidential Information and Post-Employment Restriction Agreement(s) between Employee and
Employer. If any provision of any agreement, plan, program, policy arrangement or other written
document between or relating to Employer and Employee conflicts with any provision of this
Agreement, the provision of this Agreement shall control and prevail.




	10.	 	Assignment.





Employee agrees and acknowledges that the rights and obligations described in this Agreement,
including the right to enforce Employee’s covenants described in Section 4, are assignable by
Employer, without notice to Employee, and without Employee’s consent or agreement.




	11.	 	No Waiver Implied.





The waiver by any party to this Agreement of a breach by the other party of any provision
shall not operate as or be construed as a waiver of any subsequent breach of this Agreement.




	12.	 	Survival.





The duties and obligations of Employee contained in this Agreement shall survive Employee’s
termination of employment with Employer.



I have read the above, understand its contents and agree to all conditions.




Employee:



	 	 	 	 	 	 	 
	Date:
	 	August 11, 2009
	 	

	 	


	 	 	 
	 	 
	 	 

	 	 	 	 	Name: Daniel J. O’Malley
	 	 	 	 	MONEYGRAM INTERNATIONAL, INC.
	Date:
	 	August 11, 2009
	 	By:
	 	


	 	 	 
	 	 	 	 

	 	 	 	 	 	 	Name: Anthony P. Ryan

Title: President and Chief Executive Officer







[SIGNATURE PAGE TO THE EMPLOYEE TRADE SECRET, CONFIDENTIAL INFORMATION AND POST-EMPLOYMENT

RESTRICTION AGREEMENT]