Exhibit 10.03
EMPLOYEE DIRECTOR
INDEMNIFICATION AGREEMENT
This 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 and an
officer of the Corporation (the “ Employee Director
”).
Recitals
A. The Employee Director has
been elected to serve as a director of the Corporation and the
Corporation desires the Employee Director to continue in such
capacity.
B. The Employee Director has
agreed to serve as an executive officer of the Corporation, and the
Corporation desires the Employee Director to serve as an executive
officer.
C. In addition to the
indemnification to which the Employee 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 ”).
D. 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 Employee
Director to continue to serve in the capacity as a director and an
executive officer, in consideration of the Employee
Director’s valuable services for the Corporation, the
Corporation and the Employee Director agree as follows:
1. Continued Service .
Employee Director will continue to serve as a director of the
Corporation and an executive officer, in each case, at the will of
the Corporation, or in accordance with separate contract to the
extent that such a contract is in effect at the time in question,
so long as the Employee Director is duly elected and qualified in
accordance with the Articles and the Bylaws of the Corporation
(“ Bylaws ”) or until the Employee Director
resigns in accordance with applicable law.
2. Indemnity of Employee
Director . The Corporation shall hold harmless and indemnify
Employee 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 Employee 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 Employee Director under this Agreement or
such other documents in respect of any action taken or omitted by
Employee Director in Employee Director’s capacity as a
director or officer 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 Employee
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/or as an executive officer of the
Corporation, and thereafter so long as Employee 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 Employee Director was a
director or an officer of the Corporation or served in any of said
other capacities, the Corporation will purchase and maintain in
effect for the benefit of Employee 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 Employee Director to the full extent of the coverage
which would otherwise have been provided for the benefit of
Employee 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 Employee Director may
have now or in the future pursuant to the Delaware General
Corporation Law, the Articles, the Bylaws, the Employment
Agreement, any other agreement, any resolution, any policy of
insurance or otherwise, the Corporation hereby further agrees to
hold harmless and indemnify Employee Director against any and all
expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
Employee 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 Employee Director at any
time becomes a party, or is threatened to be made a party, by
reason of the fact that Employee Director is or was a director or
an officer of the Corporation, or is or was serving or at any time
serves at the request of the Corporation as a director or officer
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 Employee Director
under a valid and collectible insurance policy maintained by the
Company;
b. for which and
to the extent that Employee Director is indemnified by the Company
or receives a recovery from the Company otherwise than pursuant to
Section 4;
c. on account of
any suit in which judgment is rendered against Employee Director
for an accounting of profits made from the purchase or sale by
Employee 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 Employee 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 Employee Director derived an improper
personal benefit; or
g. if a final
decision by a Court having ju
