Exhibit 10.02
AMENDED AND RESTATED
NON-EMPLOYEE DIRECTOR INDEMNIFICATION AGREEMENT
This Amended and Restated
Non-Employee Director Indemnification Agreement (“
Agreement ”) is made as of the
day of
, 20
, by and between
MoneyGram International, Inc. (the “ Corporation
”), a Delaware corporation, and
, a director of the
Corporation (the “ Director ”).
Recitals
A. The Director has been elected
to serve as a director of the Corporation and the Corporation
desires the Director to continue in such capacity.
B. In addition to the
indemnification to which the Director is entitled under the Amended
and Restated Certificate of Incorporation of the Corporation (the
“ Articles ”), the Corporation at its sole
expense maintains insurance protecting its officers and directors
against certain losses arising out of actual or threatened actions,
suits or proceedings to which such persons may be made or
threatened to be made parties (“ D & O
Insurance ”).
C. The Articles and the Delaware
General Corporation Law specifically provide that they are not
exclusive, and thereby contemplate that contracts may be entered
into (i) between the Corporation and the members of its Board
of Directors with respect to indemnification of such directors, and
(ii) between the Corporation and its officers with respect to
indemnification of such officers.
Agreement
In order to induce the Director to
continue to serve in the capacity as a director, in consideration
of the Director’s valuable services for the Corporation, the
Corporation and the Director agree as follows:
1. Continued Service .
Director will continue to serve as a director of the Corporation at
the will of the Corporation so long as the Director is duly elected
and qualified in accordance with the Articles and the Bylaws of the
Corporation (“ Bylaws ”) or until the Director
resigns in accordance with applicable law.
2. Indemnity of
Director . The Corporation shall hold harmless and indemnify
Director to the full extent authorized or permitted by the
provisions of the Delaware General Corporation Law or by any
amendment thereof or other statutory provisions authorizing or
permitting such indemnification which is adopted after the date
hereof. To the extent that a change in the Delaware General
Corporation Law (or other applicable law), whether by statute or
judicial decision, permits greater indemnification or advancement
of expenses than would be afforded currently under the Articles or
the Bylaws and this Agreement, it is the intent of the parties
hereto that Director enjoy by this Agreement the greater benefits
so afforded by such change. No amendment, alteration or repeal of
this Agreement or of any provision hereof or of the Articles or the
Bylaws or any provision thereof shall limit or restrict any right
of Director under this Agreement or such other documents in respect
of any action taken or omitted by Director in Director’s
capacity as a director of the Corporation prior to such amendment,
alteration or repeal.
3. Maintenance of Insurance
and Self Insurance .
a. Subject only
to the provisions of Section 3(b) hereof, so long as Director shall
continue to serve as a director of the Corporation (or shall
continue at the request of the Corporation to serve as a director
of another corporation, partnership, joint venture, trust or other
enterprise), and thereafter so long as Director shall be subject to
any possible claim or threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that Director was a director of
the Corporation or served in any of said other capacities, the
Corporation will purchase and maintain in effect for the benefit of
Director one or more valid, binding and enforceable policies of D
& O Insurance.
b. The
Corporation shall not be required to maintain said policies of D
& O Insurance in effect if said insurance is not reasonably
available or if, in the reasonable business judgment of the then
directors of the Corporation, either (i) the premium cost for
such insurance is substantially disproportionate to the amount of
coverage or (ii) the coverage provided by such insurance is so
limited by exclusions that there is insufficient benefit from such
insurance.
c. In the event
the Corporation does not purchase and maintain in effect said
policies of D & O Insurance pursuant to the provisions of
Section 3(b) hereof, the Corporation shall hold harmless and
indemnify Director to the full extent of the coverage which would
otherwise have been provided for the benefit of Director pursuant
to such D & O Insurance.
4. Additional Indemnity
. Subject only to the exclusions set forth in Section 5
hereof, and without limiting any right which Director may have now
or in the future pursuant to the Delaware General Corporation Law,
the Articles, the Bylaws, any other agreement, any resolution, any
policy of insurance or otherwise, the Corporation hereby further
agrees to hold harmless and indemnify Director against any and all
expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
Director in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative
or investigative, whether by third parties or by or in the right of
the Corporation to which Director at any time becomes a party, or
is threatened to be made a party, by reason of the fact that
Director is or was a director of the Corporation, or is or was
serving or at any time serves at the request of the Corporation as
a director of another corporation, partnership, joint venture,
trust or other enterprise.
5. Limitations on
Additional Indemnity . No indemnity pursuant to Section 4
hereof shall be paid by the Corporation:
a. for which and
to the extent that payment is actually made to Director under a
valid and collectible insurance policy maintained by the
Corporation;
b. for which and
to the extent that Director is indemnified by the Corporation or
receives a recovery from the Corporation otherwise than pursuant to
Section 4;
c. on account of
any suit in which judgment is rendered against Director for an
accounting of profits made from the purchase or sale by Director of
securities of the Corporation pursuant to the provisions of Section
16(b) of the Securities Exchange Act of 1934 and amendments thereto
or similar provisions of any federal, state or local statutory
law;
d. with respect
to acts or omissions which are not in good faith or which
constitute intentional misconduct or a knowing violation of
law;
e. with respect
to authorization by Director of the unlawful payment of a dividend
or other distribution on the Corporation’s capital stock or
the unlawful purchase of its capital stock;
f. with respect
to any transaction from which Director derived an improper personal
benefit; or
g. if a final
decision by a Court having jurisdiction in the matter shall
determine that such indemnification is not lawful.
6. Notification and Defense
of Claim . Promptly after receipt by Director of notice of the
commencement of any action, suit or proceeding, Director will, if a
claim in
