Exhibit 10.03
MONEYGRAM
INTERNATIONAL, INC.
2005 OMNIBUS INCENTIVE PLAN
AMENDMENT TO
NON-QUALIFIED STOCK OPTION AGREEMENTS
This Amendment to Non-Qualified Stock
Option Agreements (this “Agreement”) is made effective
as of August 31, 2009 (the “Effective Date”)
between MoneyGram International, Inc., a Delaware Corporation (the
“Company”), and Pamela H. Patsley who is an employee of
the Company (the “Optionee”).
WHEREAS, the Company has entered into
Non-Qualified Stock Options Agreements with the Optionee effective
as of January 21, 2009 and May 12, 2009 (collectively the
“Prior Option Agreements”); and
WHEREAS, the Company is entering into
an Amended and Restated Employment Agreement with the Optionee, and
in connection therewith, has agreed to modify certain terms of the
Prior Option Agreements;
NOW, THEREFORE, in consideration of
the mutual covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency which are hereby
acknowledged, the parties hereto agree as follows:
1. Defined Terms . Terms
used as defined terms herein and not otherwise defined shall have
the meaning set forth in the Prior Option Agreements.
2. Effect of Termination of
Employment . The following changes shall be made to
Section 5 of each of the Prior Option Agreements:
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a)
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The opening paragraph of Section 5 shall
be modified so as to read in its entirety as follows:
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“If the
Optionee ceases to be employed by the Company or any of its
Subsidiaries, any portion of the Option that was not vested on the
date of the Optionee’s termination of employment and that
