Exhibit 10.04
AGREEMENT AND
RELEASE
This AGREEMENT AND RELEASE (the
“ Agreement and Release ”) is dated May 6,
2009 by and between MoneyGram International, Inc., a Delaware
corporation (together with its direct and indirect subsidiaries,
successors and permitted assigns under this Agreement, the “
Company ”) and Anthony P. Ryan (“
Executive ”).
The Company employs Executive as its
President and Chief Executive Officer, and Executive serves as a
director on the Company’s Board of Directors;
Executive’s employment with the
Company is at-will;
Executive is a Participant in the
Amended and Restated MoneyGram International, Inc. Executive
Severance Plan (Tier I) (the “ Change of Control Severance
Plan ”) and the MoneyGram International, Inc. Special
Executive Severance Plan (Tier I) (the “ Special Executive
Severance Plan ”);
Executive is entitled to participate,
subject to the terms thereof, in the Amended and Restated MoneyGram
International, Inc. Management and Line of Business Incentive Plan
(“ Incentive Plan ”);
The Company and Executive are
contemplating entering into the following agreements: (a) MoneyGram
International, Inc. 2005 Omnibus Incentive Plan Non-Qualified Stock
Option Agreement (the “ Option Agreement ”);
(b) Severance Agreement (the “ Severance
Agreement ”); and (c) Employee Trade Secret, Confidential
Information and Post-Employment Restriction Agreement (the “
Post-Employment Restriction Agreement ”);
The Company is willing to provide
Executive with severance benefits described in the Severance
Agreement, the opportunity to acquire Company stock as provided by
the Option Agreement and participation in the Incentive Plan in
consideration of and in exchange for Executive’s
relinquishment and release of any and all rights and claims to
severance payments and benefits Executive may have as a Participant
in the Change of Control Severance Plan and Executive’s
agreement to the restrictions in the Post-Employment Restriction
Agreement;
Executive is willing to relinquish
and release any and all rights and claims to severance payments and
benefits Executive may have as a Participant in the Change of
Control Severance Plan and is further willing to agree to the
restrictions in the Post-Employment Restriction Agreement in
consideration of and in exchange for (a) participation in the
Incentive Plan; (b) the severance benefits described in the
Severance Agreement; and (c) the benefits provided by the
Option Agreement;
The Company is willing to pay
Executive’s reasonable attorneys’ fees and costs
relating to or arising from Executive’s attorneys’
review, negotiation and completion of the (a) the Option
Agreement; (b) the Severance Agreement; (c) the
Post-Employment Restriction Agreement; and (d) this Agreement
and Release (collectively, “ The Agreements
”).
In consideration of the promises and
mutual covenants herein and for other good and valuable
consideration, the receipt and sufficiency of which is mutually
acknowledged, the parties agree as follows:
1. Relinquishment of Rights
under Change of Control Severance Plan . Specifically in
consideration of and in excha
