Exhibit 10.02
SEVERANCE
AGREEMENT
SEVERANCE AGREEMENT (the “
Agreement ”) dated as of 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 (“
Board ”);
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 “ Severance Plan ”)
and the MoneyGram International, Inc. Special Executive Severance
Plan (Tier I) (the “ Special Severance Plan
”);
The Company is willing to provide
Executive with severance benefits described in this Agreement and
the benefits provided by the MoneyGram International, Inc. 2005
Omnibus Incentive Plan Non-Qualified Stock Option Agreement
(“ Option Agreement ”) as consideration for
Executive’s relinquishment of certain rights to severance
payments and benefits Executive may have under the Severance
Plan.
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. Definitions .
a. “ Cause ”
shall mean (A) Executive’s willful refusal to carry out,
in all material respects, the reasonable and lawful directions of
the Board that are within Executive’s control and consistent
with Executive’s status as a senior executive of the Company
and his duties and responsibilities hereunder (except for a failure
that is attributable to Executive’s illness, injury or
Disability) for a period of 10 days following written notice
by the Company to Executive of such failure, (B) fraud or
material dishonesty in the performance of Executive’s duties
hereunder, (C) an act or acts on Executive’s part
constituting (x) a felony under the laws of the United States
or any state thereof, (y) a misdemeanor involving moral
turpitude or (z) a material violation of federal or state
securities laws, (D) an indictment of Executive for a felony
under the laws of the United States or any state thereof,
(E) Executive’s willful misconduct or gross negligence
in connection with Executive’s duties hereunder which is
materially injurious to the financial condition or business
reputation of the Company, (F) Executive’s material
breach of the Company’s Code of Ethics, Always Honest policy
or any other code of conduct in effect from time to time to the
extent applicable to Executive, and which breach has a material
adverse effect on the Company, or (G) Executive’s breach
of the Employee Trade Secret, Confidential Information and
Post-Employment Restriction Agreement which breach has an adverse
effect on the Company.
b. “ Disability
” shall exist if Executive becomes physically or mentally
incapacitated and is therefore unable for a period of six
(6) consecutive months or for an aggregate of nine (9) months
in any twenty-four (24) consecutive month period to perform
Executive’s duties. Any question as to the existence of the
Disability of Executive as to which Executive and the Company
cannot agree shall be determined in writing by a qualified
independent physician mutually acceptable to Executive and the
Company. If Executive and the Company cannot agree as to a
qualified independent physician, each shall appoint such a
physician and those two physicians shall select a third who shall
make such determination in writing. The determination of Disability
made in writing to the Company and Executive shall be final and
conclusive for all purposes of the Agreement.
c. “Good Reason”
with respect to the Executive shall mean: (A) the assignment
to the Executive of any duties inconsistent in any respect with the
Executive’s position (including status, offices, titles and
reporting requirements), authority, duties or responsibilities
immediately, or any other action by the Company or any of its
subsidiaries which results in a diminution in such position,
authority, duties or responsibilities, excluding for this purpose
an isolated, insubstantial or inadvertent action not taken in bad
faith; (B) any reduction of the Executive’s base salary
or annual bonus opportunity then in effect unless such reduction is
consistent with similar reductions applied to other senior
management of the Company, (C)
