Form 8-K MONEYGRAM INTERNATIONAL For: Jul 29

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July 31, 2015 4:34 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2015

MoneyGram International, Inc.

(Exact name of registrant as specified in its charter)


Delaware	1-31950	16-1690064
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

2828 N. Harwood Street, 15^th Floor Dallas, Texas		75201
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (214) 999-7552

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 31, 2015, MoneyGram International, Inc. (the “Company” or “MoneyGram”) announced that its Board of Directors has chosen W. Alexander Holmes to serve as MoneyGram’s next Chief Executive Officer, beginning on January 1, 2016. Mr. Holmes will succeed MoneyGram Chairman and Chief Executive Officer Pamela H. Patsley, who on the same date will assume the role of Executive Chairman for a minimum of two years. Mr. Holmes is expected to join the MoneyGram Board of Directors by the start of his tenure as Chief Executive Officer.

Ms. Patsley joined the Company in January 2009 as Executive Chairman of the MoneyGram Board of Directors. Ms. Patsley assumed the additional role of Chief Executive Officer in September 2009. Mr. Holmes has served as Executive Vice President, Chief Financial Officer and Chief Operating Officer of MoneyGram since February 2014 and Executive Vice President and Chief Financial Officer since March 2012. He joined the Company in 2009 as Senior Vice President of Corporate Strategy and Investor Relations.

Employment Agreement with Ms. Patsley

In connection with Ms. Patsley’s appointment as the Executive Chairman of the Board of Directors effective January 1, 2016, the Company and Ms. Patsley entered into a new employment agreement (the “Patsley Employment Agreement”), dated July 30, 2015, to be effective as of January 1, 2016. Under the Patsley Employment Agreement, Ms. Patsley shall serve as the Executive Chairman of the Board of Directors for a term commencing on January 1, 2016 and ending on December 31, 2017, subject to earlier termination pursuant to the terms of the Patsley Employment Agreement. Ms. Patsley will continue to serve as Chief Executive Officer of the Company through December 31, 2015 under the terms of her existing employment agreement, which has been amended on July 30, 2015, solely to extend its term through December 31, 2015.

The Patsley Employment Agreement provides that Ms. Patsley shall receive an annual base salary of $650,000 during the term of her employment pursuant to such Agreement, which amount is subject to annual review and may be increased, but not decreased, without Ms. Patsley’s consent. During the term of her employment pursuant to the Patsley Employment Agreement, Ms. Patsley shall be eligible to participate in the Company’s Performance Bonus Plan (“PBP”), and shall be eligible to receive a target annual bonus equal to 100 percent of her annual base salary and a maximum annual bonus equal to two times her target bonus if the Company’s performance exceeds targeted levels. Also during the term of her employment pursuant to the Patsley Employment Agreement, Ms. Patsley shall participate in the Company’s 2005 Omnibus Incentive Plan and shall receive an annual grant of equity or equity-based awards with an aggregate grant date fair market value equal to at least three times her annual base salary in effect at the time of grant, if the Company makes grants of such awards to other senior executive officers of the Company.

The Patsley Employment Agreement provides that, during the term of her employment pursuant to such Agreement, if Ms. Patsley is terminated without “cause,” due to resignation for “good reason,” or due to death or “disability” (each as defined in the Patsley Employment Agreement), she shall receive, among other benefits, the following: (i) a pro-rata portion of her bonus under the PBP for the fiscal year in which termination occurs, subject to the Company’s actual performance achievement; (ii) an aggregate payment of two times the sum of (a) her annual base salary and (b) her target bonus under the PBP; (iii) continuation of health and life insurance coverage for up to two years; and (iv) with respect to equity or equity-based awards, continued eligibility to vest based on the Company’s actual performance achievement (for awards subject to performance-based vesting criteria) or full accelerated vesting (for awards subject to time-based vesting criteria). Upon the expiration of the term of her employment pursuant to the Patsley Employment Agreement, she shall receive, among other benefits, the payments and benefits described in (i) and (iv) of the preceding sentence.

The foregoing description of the Patsley Employment Agreement is not complete and is qualified in its entirety by reference to the complete text of the Patsley Employment Agreement, a copy of which is filed as Exhibit 10.2 and incorporated herein by reference. The foregoing description of the amendment to Ms. Patsley’s existing employment agreement is not complete and is qualified in its entirety by reference to the complete text of such amendment, a copy of which is filed as Exhibit 10.1 and incorporated herein by reference.

Employment Agreement with Mr. Holmes

In connection with Mr. Holmes’s appointment as Chief Executive Officer effective January 1, 2016, the Company and Mr. Holmes entered into an employment agreement (the “Holmes Employment Agreement”), dated July 30, 2015, to be effective as of January 1, 2016. Under the Holmes Employment Agreement, Mr. Holmes shall serve as Chief Executive Officer of the Company for a term commencing on January 1, 2016 and ending on the date that Mr. Holmes’s employment is terminated in accordance with the terms of the Holmes Employment Agreement.

The Holmes Employment Agreement provides that Mr. Holmes shall receive an annual base salary of $725,000 during the term of his employment pursuant to such Agreement, which amount is subject to annual review and may be increased, but not decreased, without Mr. Holmes’s consent. During the term of his employment pursuant to the Holmes Employment Agreement, Mr. Holmes shall be eligible to participate in the PBP, and shall be eligible to receive a target annual bonus equal to 100 percent of his base salary and a maximum annual bonus equal to two times his target bonus if the Company’s performance exceeds targeted levels. Also during the term of his employment pursuant to the Holmes Employment Agreement, Mr. Holmes shall participate in the Company’s 2005 Omnibus Incentive Plan and shall receive an annual grant of equity or equity-based awards with an aggregate grant date fair market value equal to at least four times his annual base salary in effect at the time of grant, if the Company makes grants of such awards to other senior executive officers of the Company.

The Holmes Employment Agreement provides that, during the term of his employment pursuant to such Agreement, if Mr. Holmes is terminated without “cause” or due to resignation for “good reason” (each as defined in the Holmes Employment Agreement), he shall receive, among other benefits, the following: (i) a pro-rata portion of his bonus under the PBP for the fiscal year in which termination occurs, subject to the Company’s actual performance achievement; (ii) an aggregate payment of two times the sum of (a) his annual base salary and (b) his target bonus under the PBP; (iii) continuation of health and life insurance coverage for up to two years; and (iv) with respect to equity or equity-based awards, continued eligibility to vest based on the Company’s actual performance achievement (for awards subject to performance-based vesting criteria) or limited accelerated vesting (for awards subject to time-based vesting criteria). If Mr. Holmes is terminated during the term of his employment pursuant to the Holmes Employment Agreement due to death or “disability” (as defined in the Holmes Employment Agreement), he shall receive, among other benefits, the payments and benefits described in (i) of the preceding sentence. If Mr. Holmes is terminated prior to the effective date of the Holmes Employment Agreement without cause or due to resignation for good reason, he shall receive, among other benefits, the payments and benefits described in (i), (ii) and (iii) of the first sentence of this paragraph, provided that any benefits under (ii) shall be based on the salary and target bonus in effect on the date of termination.

The foregoing description of the Holmes Employment Agreement is not complete and is qualified in its entirety by reference to the complete text of the Holmes Employment Agreement, a copy of which is filed as Exhibit 10.3 and incorporated herein by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with Ms. Patsley’s appointment as the Executive Chairman of the Board of Directors, the Company’s Board of Directors approved amendments to the Bylaws of the Company in the form of an amendment and restatement of such Bylaws, effective July 29, 2015. The amendments provide for duties and responsibilities of the Executive Chairman of the Board of Directors.

The foregoing description of the amendments to the Company’s Bylaws is not complete and is qualified in its entirety by reference to the complete text of the Company’s Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 and incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

On July 31, 2015, the Company issued a press release announcing its leadership succession plan, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.



3.1		Amended and Restated Bylaws of MoneyGram International, Inc., as amended and restated July 29, 2015.

10.1		Amendment No. 1 to Existing Employment Agreement, dated July 31, 2015, by and between MoneyGram International, Inc. and Pamela H. Patsley.

10.2		Employment Agreement, dated July 30, 2015, by and between MoneyGram International, Inc. and Pamela H. Patsley.

10.3		Employment Agreement, dated July 30, 2015, by and between MoneyGram International, Inc. and W. Alexander Holmes.

99.1		Press Release dated July 31, 2015 of MoneyGram International, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


MONEYGRAM INTERNATIONAL, INC.

By:		/s/ Steven Piano
Name:		Steven Piano
Title:		Executive Vice President, Human Resources and Global Real Estate

Date: July 31, 2015

EXHIBIT INDEX


Exhibit No.		Description of Exhibit

3.1		Amended and Restated Bylaws of MoneyGram International, Inc., as amended and restated July 29, 2015.

10.1		Amendment No. 1 to Existing Employment Agreement, dated July 30, 2015, by and between MoneyGram International, Inc. and Pamela H. Patsley.

10.2		Employment Agreement, dated July 30, 2015, by and between MoneyGram International, Inc. and Pamela H. Patsley.

10.3		Employment Agreement, dated July 30, 2015, by and between MoneyGram International, Inc. and W. Alexander Holmes.

99.1		Press Release dated July 31, 2015.

Exhibit 3.1

AMENDED AND RESTATED BYLAWS

MONEYGRAM INTERNATIONAL, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

AS AMENDED JULY 29, 2015

ARTICLE I

OFFICES AND RECORDS

SECTION 1.1. Delaware Office. The principal office of the Corporation in the State of Delaware shall be located in the City of Wilmington, County of New Castle, and the name and address of its registered agent is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware.

SECTION 1.2. Other Offices. The Corporation may have such other offices, either within or without the State of Delaware, as the Board of Directors may designate or as the business of the Corporation may from time to time require.

SECTION 1.3. Books and Records. The books and records of the Corporation may be kept at the Corporation’s principal executive offices in Minneapolis, Minnesota or at such other locations outside of the State of Delaware as may from time to time be designated by the Board of Directors.

ARTICLE II

STOCKHOLDERS

SECTION 2.1. Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on the second Tuesday in May of each year, if not a legal holiday, and if a legal holiday then on the next succeeding business day, at 9:00 a.m., local time, at the principal executive offices of the Corporation, or at such other date, place and/or time as may be fixed by resolution of the Board of Directors.

SECTION 2.2. Special Meeting. Subject to the rights of the holders of any series of preferred stock of the Corporation (the “Preferred Stock”), or any other series or class of stock as set forth in the Amended and Restated Certificate of Incorporation of the Corporation, as amended or restated from time to time (the “Certificate of Incorporation”), special meetings of the stockholders may be called only by the Chairman of the Board of Directors or by the Board of Directors pursuant to a resolution adopted by a majority of the votes of the Whole Board. When referenced in these Bylaws, the “Whole Board” shall mean the total number of directors that the Corporation would have if there were no vacancies after giving effect to the proportional voting provisions of Article XIII(B) of the Corporation’s Certificate of Incorporation.

SECTION 2.3. Place of Meeting. The Chairman of the Board of Directors or the Board of Directors may designate the place of meeting for any meeting of the stockholders. If no designation is made by the Chairman of the Board of Directors or the Board of Directors, the place of meeting shall be the principal executive offices of the Corporation.

SECTION 2.4. Notice of Meeting. Written or printed notice, stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be prepared and delivered by the Corporation not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally, or by mail, facsimile or electronic transmission, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at such address as it appears on the stock transfer books of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the General Corporation Law of the State of Delaware. Such further notice shall be given as may be required by law. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Meetings may be held without notice if all stockholders entitled to vote are present, or if notice is waived by all such stockholders not present. Any previously scheduled meeting of the stockholders may be postponed, and any special meeting of the stockholders may be cancelled, by resolution of the Board of Directors upon public notice given prior to the time previously scheduled for such meeting of stockholders.

SECTION 2.5. Quorum and Adjournment. Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the voting power of all classes of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (the “Voting Stock”), voting together as a single class, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series voting as a class, the holders of a majority of the voting power of the shares of such class or series shall constitute a quorum for the transaction of such business. The chairman of the meeting or a majority of the voting power of the shares of Voting Stock so represented may adjourn the meeting from time to time, whether or not there is such a quorum (or, in the case of specified business to be voted on by a class or series, the chairman or a majority of the shares of such class or series so represented may adjourn the meeting with respect to such specified business). No notice of the time and place of adjourned meetings need be given except as required by law. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

SECTION 2.6. Proxies. At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or as otherwise permitted by law, or by the stockholder’s duly authorized attorney-in-fact. Such proxy must be filed with the Secretary of the Corporation or the Secretary’s representative at or before the time of the meeting.

SECTION 2.7. Notice of Stockholder Business and Nominations.

(A) Annual Meetings of Stockholders. (1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the Corporation’s

notice of meeting delivered pursuant to Section 2.4 of these Bylaws, (b) by or at the direction of the Chairman of the Board of Directors or the Board of Directors or (c) by any stockholder of the Corporation that is entitled to vote at the meeting and that complied with the notice procedures set forth in clauses (2) and (3) of this paragraph (A) of this Bylaw and that was a stockholder of record at the time such notice is delivered to the Secretary of the Corporation.

(2) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of this Bylaw, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting; provided however, that in the event that the date of the annual meeting is advanced by more than thirty (30) days, or delayed by more than sixty (60) days, from such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the one hundred twentieth (120^th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90^th) day prior to such annual meeting or the tenth (10^th) day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described in this paragraph (A) of this Bylaw. Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on behalf of which the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on behalf of which the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (ii) the class and number of shares of the Corporation that are owned beneficially and of record by such stockholder and such beneficial owner, (iii) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting, and (iv) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder.

(3) Notwithstanding anything in the second sentence of paragraph (A) (2) of this Bylaw to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least eighty (80) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Bylaw shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered

to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10^th) day following the day on which such public announcement is first made by the Corporation.

(B) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting pursuant to Section 2.4 of these Bylaws. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (a) by or at the direction of the Board of Directors or (b) by any stockholder of the Corporation that is entitled to vote at the meeting, that complies with the notice procedures set forth in this Bylaw and that is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate such number of persons for election to such position(s) as are specified in the Corporation’s Notice of Meeting, if the stockholder’s notice as required by paragraph (A) (2) of this Bylaw shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the one hundred twentieth (120^th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90^th) day prior to such special meeting or the tenth (10^th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a stockholder’s notice as described above.

(C) General. (1) Only persons who are nominated in accordance with the procedures set forth in this Bylaw shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Bylaw. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Bylaw and, if any proposed nomination or business is not in compliance with this Bylaw, to declare that such defective proposal or nomination shall be disregarded.

(2) For purposes of this Bylaw, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(3) Notwithstanding the foregoing provisions of this Bylaw, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Bylaw. Nothing in this Bylaw shall be deemed to affect any rights of (a) stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (b) of the holders of any series of Preferred Stock or any other series or class of stock to elect directors under specified circumstances.

SECTION 2.8. Procedure for Election of Directors; Required Vote. Except as otherwise set forth in the Certificate of Incorporation with respect to the right of the holders of any series of Preferred Stock or any other series or class of stock to elect additional directors under specified circumstances, each director shall be elected by the vote of the majority of the voting power of the then outstanding Voting Stock, voting together as a single class, voted with respect to the director at any meeting for the election of directors at which a quorum is present, provided that if as of a date that is fourteen (14) days in advance of the date the Corporation files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the voting power of the then outstanding Voting Stock, voting together as a single class, represented in person or by proxy at any such meeting and entitled to vote on the election of directors. For purposes of this Section, a majority of the voting power of the then outstanding Voting Stock, voting together as a single class, voted means that the amount of voting power voted “for” a director must exceed the voting power voted against that director. The Human Resources and Nominating Committee has established procedures under which any director who is not elected shall offer to tender his or her resignation to the Board. The Human Resources and Nominating Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Committee’s recommendation within ninety (90) days from the date of the certification of the election results. Except as otherwise provided by law, listing standards applicable to the Corporation’s capital stock, the Certificate of Incorporation or these Bylaws, all matters, other than the election of directors as described above, submitted to the stockholders at any meeting shall be decided by the affirmative vote of a majority of the voting power of the then outstanding Voting Stock, voting together as a single class, voted with respect thereto.

SECTION 2.9. Inspectors of Elections; Opening and Closing the Polls.

(A) The Board of Directors by resolution shall appoint one or more inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives of the Corporation, to act at the meeting and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act, or if all inspectors or alternates who have been appointed are unable to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by the General Corporation Law of the State of Delaware.

(B) The chairman of the meeting shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting.

SECTION 2.10. No Stockholder Action by Written Consent. Subject to the rights of the holders of any series of Preferred Stock or any other series or class of stock as set forth in the Certificate of Incorporation to elect directors under specific circumstances, any action required

or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

ARTICLE III

BOARD OF DIRECTORS

SECTION 3.1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.

SECTION 3.2. Number, Tenure and Qualifications. Subject to the rights of the holders of any series of Preferred Stock, or any other series or class of stock as set forth in the Certificate of Incorporation, to elect directors under specified circumstances, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the votes of the Whole Board, but shall consist of not more than seventeen nor less than three directors. Beginning with the 2009 annual meeting, the directors shall be elected annually at each annual meeting of stockholders to hold office for a term expiring at the next annual meeting of stockholders, with each director to hold office until his or her successor shall have been duly elected and qualified.

Notwithstanding the foregoing, no outside director shall be nominated by the Board of Directors for election as a director for another term of office unless such term of office shall begin before he attains age 75 (provided, however, that any outside director who is a director at the time these Bylaws are adopted may continue to serve as a director), and no inside director’s term of office shall continue after he attains age 65 or after termination of his services as an officer or employee of the Corporation, unless such continuance is approved by a majority of the outside directors on the Board of Directors at the time the disqualifying event occurs and each time thereafter that such inside director is nominated for reelection. The term “outside director” means any person who has never served as an officer or employee of the Corporation or an affiliate and the term “inside director” means any director who is not an “outside director.” Any person who is ineligible for re-election as a director under this paragraph may, by a majority vote of the Board of Directors, be designated as a “Director Emeritus” and as such shall be entitled to receive notice of, and to attend meetings of, the Board of Directors, but shall not vote at such meetings.

SECTION 3.3. Chairman of the Board of Directors. The Board of Directors may elect from its members a Chairman of the Board of Directors. If a Chairman of the Board of Directors has been elected and is present, such Chairman shall preside at all meetings of the Board of Directors and stockholders. The Chairman of the Board of Directors shall have such other powers and perform such other duties as the Board of Directors may determine, including (if the Chairman of the Board of Directors is not the Chief Executive Officer) providing advice and counsel to the Chief Executive Officer and other members of senior management in areas

such as corporate and strategic planning and policy, mergers and acquisitions, investor relations and other areas requested by the Board of Directors. Except where by law the signature of the Chief Executive Officer or President is required, the Chairman of the Board of Directors shall possess the same power as the Chief Executive Officer or President to sign all certificates, contracts and other instruments of the Corporation that may be duly authorized by the Board of Directors. The Chairman of the Board of Directors shall make reports to the Board of Directors and shall perform such other duties as are properly required of the Chairman by the Board of Directors. If the Board of Directors elects an Executive Chairman of the Board of Directors (as such office is defined in Section 4.3 of these Bylaws), such Executive Chairman of the Board of Directors shall act as Chairman of the Board of Directors and shall have all of the same powers and duties ascribed to the Chairman of the Board of Directors in these Bylaws or otherwise by the Board of Directors.

SECTION 3.4. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, each annual meeting of stockholders. The Board of Directors may, by resolution, provide the time and place for the holding of additional regular meetings without other notice than such resolution.

SECTION 3.5. Special Meetings. Special meetings of the Board of Directors shall be called at the request of the Chairman of the Board of Directors, the Chief Executive Officer, the President or a majority of the votes of the Whole Board. The person or persons authorized to call special meetings of the Board of Directors may fix the place and time of the meetings.

SECTION 3.6. Notice. Notice of any special meeting shall be given to each director at his or her business or residence in writing by hand delivery, first-class or overnight mail or courier service, facsimile transmission, electronic transmission or orally by telephone communication. If mailed by first-class mail, such notice shall be deemed adequately delivered when deposited in the United States mails so addressed, with postage thereon prepaid, at least five (5) days before such meeting. If by overnight mail or courier service, such notice shall be deemed adequately delivered when the notice is delivered to the overnight mail or courier service at least twenty four (24) hours before such meeting. If by hand delivery, facsimile transmission or electronic transmission, such notice shall be deemed adequately delivered when the notice is transmitted at least twenty four (24) hours before such meeting. If by telephone, the notice shall deemed adequately given if given at least twelve (12) hours prior to the time set for the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting, except for amendments to these Bylaws as provided under Section 8.1 of these Bylaws. A meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in writing, either before or after such meeting.

SECTION 3.7. Conference Telephone Meetings. Members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

SECTION 3.8. Quorum. A whole number of directors equal to at least a majority of the votes of the Whole Board shall constitute a quorum for the transaction of business, but if at any meeting of the Board of Directors there shall be less than a quorum present, a majority of the votes of the directors present may adjourn the meeting from time to time without further notice. The act of the majority of the votes of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

SECTION 3.9. Vacancies. Subject to the rights of the holders of any series of Preferred Stock or any other series or class of stock, as set forth in the Certificate of Incorporation, to elect additional directors under specified circumstances, vacancies resulting from death, resignation, retirement, disqualification, removal from office or other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled, unless the Board of Directors otherwise determines, only by the affirmative vote of a majority of the votes of the remaining directors though less than a quorum of the Board of Directors, or the sole remaining director, and not by stockholders. Directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders and until such director’s successor shall have been duly elected and qualified. No decrease in the number of authorized directors constituting the Whole Board shall shorten the term of any incumbent director.

SECTION 3.10. Executive and Other Committees. The Board of Directors may designate an Executive Committee to exercise, subject to applicable provisions of law, all the powers of the Board of Directors in the management of the business and affairs of the Corporation when the Board of Directors is not in session, including the power to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of the State of Delaware. The Board of Directors may also, by resolution similarly adopted, designate one or more other committees. The Executive Committee and each such other committee shall consist of two (2) or more directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution or the charter of such committee duly approved by the Board of Directors. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Board of Directors when required.

A majority of any committee may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide; provided, however, that in the event of a deadlock, the chairman of such committee shall cast the deciding vote. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.6 of these Bylaws. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or writings or

electronic transmission or transmissions are filed with the minutes of the proceedings of such committee. The Board of Directors shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

SECTION 3.11. Removal. Subject to the rights of the holders of any series of Preferred Stock, or any other series or class of capital stock as set forth in the Certificate of Incorporation, to elect additional directors under specified circumstances, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least eighty percent (80%) of the voting power of the then outstanding Voting Stock, voting together as a single class.

SECTION 3.12. Compensation. Each director, in consideration of his or her service as such, shall be entitled to receive from the Corporation such consideration per annum and for attendance at meetings of the Board of Directors or any committee thereof as the Board of Directors may from time to time determine. The Board of Directors may also provide that the Corporation shall reimburse each director for any expenses incurred by such director in connection with his or her attendance at any meeting of the Board of Directors or any committee thereof. Nothing in this Bylaw shall be construed to preclude any director from serving the Corporation in any other capacity and receiving proper compensation therefor.

ARTICLE IV

OFFICERS

SECTION 4.1. Elected Officers. The elected officers of the Corporation may include an Executive Chairman of the Board of Directors, a Chief Executive Officer, a President, any number of Vice Presidents that the Board of Directors may deem proper, a Chief Financial Officer, a Secretary, a Treasurer, and such other officers as the Board of Directors from time to time may deem proper. All officers chosen by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof.

SECTION 4.2. Election and Term of Office. The elected officers of the Corporation shall be elected annually by the Board of Directors at the regular meeting of the Board of Directors held after each annual meeting of the stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Subject to Section 4.10 of these Bylaws, each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his death or until he or she shall resign.

SECTION 4.3. Executive Chairman of the Board of Directors. The Executive Chairman of the Board of Directors, if any, shall also fill the position of Chairman of the Board of Directors, shall be subject to the direction of the Board of Directors and, in addition to having the powers and duties ascribed to the Chairman of the Board of Directors in these Bylaws, shall have all powers and duties that are customary with respect to such position or that are, or from time to time may be, prescribed by the Board of Directors or required by law.

SECTION 4.4. Chief Executive Officer. The Chief Executive Officer shall be responsible for the general management of the affairs of the Corporation and shall perform all duties incidental to his office that may be required by law and all such other duties as are properly required of him by the Board of Directors and/or the Executive Chairman of the Board of Directors, if any. The Chief Executive Officer shall make reports to the Board of Directors and/or the Executive Chairman of the Board of Directors, if any, and shall perform all such other duties as are properly required of him by the Board of Directors and/or the Executive Chairman of the Board of Directors, if any, and shall see that all orders and resolutions of the Board of Directors and of any committee thereof are carried into effect. The Chief Executive Officer may sign, alone or with the Secretary, or an Assistant Secretary, or any other proper officer of the Corporation authorized by the Board of Directors, certificates, contracts, and other instruments of the Corporation as authorized by the Board of Directors.

SECTION 4.5. President. The President, if any, shall be subject to the direction of the Board of Directors and the Chief Executive Officer and shall act in a general executive capacity and shall assist the Chief Executive Officer in the administration and operation of the Corporation’s business and general supervision of its policies and affairs. The President shall, in the absence of or because of the inability to act of the Chief Executive Officer, perform all duties of the Chief Executive Officer. The President may sign, alone or with the Secretary, or an Assistant Secretary, or any other proper officer of the Corporation authorized by the Board of Directors, certificates, contracts, and other instruments of the Corporation as authorized by the Board of Directors.

SECTION 4.6. Vice Presidents. The Vice Presidents, if any, shall be subject to the direction of the Chief Executive Officer and President and shall have such powers and duties as the Board of Directors, the Chief Executive Officer or the President may provide.

SECTION 4.7. Chief Financial Officer. The Chief Financial Officer, if any, shall be subject to the direction of the Chief Executive Officer and President and shall have primary responsibility for the financial affairs of the Corporation and have such other powers and duties as the Board of Directors, the Chief Executive Officer or the President may provide.

SECTION 4.8. Reserved.

SECTION 4.9. Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and Directors and all other notices required by law or by these Bylaws, and in case of his or her absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chairman of the Board of Directors, the Chief Executive Officer or the President, or by the Board of Directors, upon whose request the meeting is called as provided in these Bylaws. The Secretary shall record all the proceedings of the meetings of the Board of Directors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall perform such other duties as may be assigned to the Secretary by the Board of Directors, the Chief Executive Officer or the President. The Secretary shall have the custody of the seal of the Corporation and may affix the same to all instruments requiring it, and attest to the same.

SECTION 4.10. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, the Chief Executive Officer, or the President, taking proper vouchers for such disbursements. The Treasurer shall render to the Chairman of the Board of Directors, the Chief Executive Officer, the President and the Board of Directors, whenever requested, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board of Directors shall prescribe.

SECTION 4.11. Removal. Any officer elected by the Board of Directors may be removed by a majority of the votes of the Whole Board whenever, in their judgment, the best interests of the Corporation would be served thereby. No elected officer shall have any contractual rights against the Corporation for compensation by virtue of such election beyond the date of the election of such officer’s successor or such officer’s death, resignation or removal, whichever event shall first occur, except as otherwise provided in an employment contract or an employee plan.

SECTION 4.12. Vacancies. A newly created office and a vacancy in any office because of death, resignation, or removal may be filled by the Board of Directors for the unexpired portion of the term at any meeting of the Board of Directors.

ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

SECTION 5.1. Stock Certificates and Transfers.

(A) The interest of each stockholder of the Corporation shall be evidenced by certificates for shares of stock in such form as the appropriate officers of the Corporation may from time to time prescribe, provided, that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the Corporation shall be uncertificated shares. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the Corporation by the Chairman or Vice Chairman of the Board of Directors, or the Chief Executive Officer, the President or any Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation representing the number of shares registered in certificate form. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

(B) The certificates of stock shall be signed, countersigned and registered in such manner as the Board of Directors may by resolution prescribe, which resolution may permit all

or any of the signatures on such certificates to be in facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

(C) The shares of the stock of the Corporation represented by certificates shall be transferred on the books of the Corporation by the holder thereof in person or by his or her attorney, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the Corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the General Corporation Law of the State of Delaware or, unless otherwise provided by the General Corporation Law of the State of Delaware, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

SECTION 5.2. Lost, Stolen, or Destroyed Certificates. No certificate for shares or uncertificated shares of stock in the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen, except on production of such evidence of such loss, destruction or theft and on delivery to the Corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors or any financial officer may in its or such officer’s discretion require.

ARTICLE VI

MISCELLANEOUS PROVISIONS

SECTION 6.1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December of each year.

SECTION 6.2. Dividends. The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and the Certificate of Incorporation.

SECTION 6.3. Seal. The corporate seal shall be in circular form and shall have inscribed thereon the name of the Corporation and the words “Corporate Seal—Delaware.”

SECTION 6.4. Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

SECTION 6.5. Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, to the fullest extent provided by law, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or documents presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person.

SECTION 6.6. Waiver of Notice. Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisions of the General Corporation Law of the State of Delaware, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders or any meeting of the Board of Directors or committee thereof need be specified in any waiver of notice of such meeting. Attendance at any meeting shall constitute waiver of notice except attendance for the sole purpose of objecting to the timeliness of notice.

SECTION 6.7. Audits. The accounts, books and records of the Corporation shall be audited upon the conclusion of each fiscal year by an independent certified public accountant selected by the Board of Directors or a committee thereof, and it shall be the duty of the Board of Directors to cause such audit to be made annually.

SECTION 6.8. Resignations. Any director or any officer, whether elected or appointed, may resign at any time by serving written notice of such resignation on the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective as of the close of business on the date said notice is received by the Chief Executive Officer, the President, or the Secretary or at such later date as is stated therein. No formal action shall be required of the Board of Directors or the stockholders to make any such resignation effective.

SECTION 6.9. Indemnification and Insurance. (A) Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, trustee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Corporation, whether the basis of such proceeding is alleged action in an official capacity as such a director, officer, employee, trustee or agent or in any other capacity while serving as such a director, officer, employee, trustee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the

Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be such a director, officer, employee, trustee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in paragraph (B) of this Bylaw with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

(B) To obtain indemnification under this Bylaw, a claimant shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification pursuant to the first sentence of this paragraph (B), a determination, if required by applicable law, with respect to the claimant’s entitlement thereto shall be made as follows: (1) if requested by the claimant, by Independent Counsel (as hereinafter defined), or (2) if no request is made by the claimant for a determination by Independent Counsel, (i) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (ii) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant, or (iii) if a quorum of Disinterested Directors so directs, by the stockholders of the Corporation. In the event the determination of entitlement to indemnification is to be made by Independent Counsel at the request of the claimant, the Independent Counsel shall be selected by the Board of Directors unless there shall have occurred within two years prior to the date of the commencement of the action, suit or proceeding for which indemnification is claimed a “Change in Control” as defined below , in which case the Independent Counsel shall be selected by the claimant unless the claimant shall request that such selection be made by the Board of Directors. If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within ten (10) days after such determination. When referenced in these Bylaws, “Change in Control” shall mean (a) a sale, transfer or other conveyance or disposition, in any single transaction or series of transactions, of all or substantially all of the Corporation’s assets, (b) the transfer of more than 50% of the outstanding securities of the Corporation, calculated on a fully-diluted basis, to an entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the “Exchange Act”), or (c) the merger, consolidation reorganization, recapitalization or share exchange of the Corporation with another entity, in each case in clauses (b) and (c) above under circumstances in which the holders of the voting power of the outstanding securities of the Corporation, as the case may be, immediately prior to such transaction, together with such holders’ affiliates and related parties, hold less than 50% in voting power of the outstanding securities of the Corporation or the surviving entity or resulting entity, as the case may be, immediately following such transaction; provided, however, that the issuance of securities by the Corporation shall not, in any event, constitute a Change in Control, and for the avoidance of doubt a sale or other transfer or series of transfers of all or any portion of the securities of the Corporation held by the affiliates of Thomas H. Lee Partners, L.P.

and affiliates of Goldman, Sachs & Co. (together, the “Investors”) and their affiliates and related parties shall not constitute a Change in Control unless such sale or transfer or series of transfers results in a entity or group (as defined in the Exchange Act) other than the Investors and their affiliates and related parties holding more than 50% in voting power of the outstanding securities of the Company.

(C) If a claim under paragraph (A) of this Bylaw is not paid in full by the Corporation within thirty days (30) after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct that make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(D) The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to paragraph (C) of this Bylaw that the procedures and presumptions of this Bylaw are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all of the provisions of this Bylaw.

(E) The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Bylaw shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

(F) The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, trustee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. To the extent that the Corporation maintains any policy or policies providing such insurance, each such director or officer, and each such agent or employee to which rights to indemnification have been granted as provided in paragraph (G) of this Bylaw, shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage thereunder for any such director, officer, employee or agent.

(G) The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to require the Corporation to pay the expenses incurred in defending any proceeding in advance of its final disposition, to any employee or agent of the Corporation, and to persons serving as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, at the request of the Corporation, to the fullest extent of the provisions of this Bylaw with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

(H) The right to indemnification conferred in this Bylaw shall be a contract right and shall include the right to require the Corporation to pay the expenses incurred in defending any such proceeding in advance of its final disposition, such advances to be paid by the Corporation within twenty (20) days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by such a person in his or her capacity as such a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such person while such a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Bylaw or otherwise.

(I) If any provision or provisions of this Bylaw shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this Bylaw (including, without limitation, each portion of any paragraph of this Bylaw containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this Bylaw (including, without limitation, each such portion of any paragraph of this Bylaw containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

(J) For purposes of this Bylaw:

(1) “Disinterested Director” means a director of the Corporation who is not and was not a party to the matter in respect of which indemnification is sought by the claimant.

(2) “Independent Counsel” means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant’s rights under this Bylaw.

(K) Any amendment or repeal of this Bylaw shall not diminish or adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such amendment or repeal.

SECTION 6.10. Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for each of the following: (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action arising pursuant to any provision of the Delaware General Corporation Law, and (iv) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Bylaw.

ARTICLE VII

AMENDMENTS

SECTION 7.1. Amendments. These Bylaws may be amended, added to, rescinded or repealed at any meeting of the Board of Directors or of the stockholders, provided notice of the proposed change was given in the notice of the meeting and, in the case of a meeting of the Board of Directors, in a notice given no less than twenty four (24) hours prior to the meeting; provided, however, that, in the case of amendments by stockholders, notwithstanding any other provisions of these Bylaws or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of stock required by law, the Certificate of Incorporation or these Bylaws, the affirmative vote of the holders of at least eighty percent (80%) of the voting power of the then outstanding Voting Stock, voting together as a single class, shall be required to alter, amend or repeal any provision of these Bylaws.

Exhibit 10.1

AMENDMENT NO. 1

EMPLOYMENT AGREEMENT

This Amendment No. 1 to Employment Agreement (the “Amendment”) is by and between MoneyGram International, Inc., a Delaware corporation (together with its direct and indirect subsidiaries, successors and permitted assigns under this Amendment, the “Company”) and Pamela H. Patsley (“Executive”) dated and effective July 30, 2015 (the “Effective Date”).

RECITALS

WHEREAS, the Company and Executive previously entered an Employment Agreement, dated as of March 27, 2013 (the “Employment Agreement”);

WHEREAS, Section 12.3 of the Employment Agreement permits the parties to amend the Employment Agreement by written agreement;

WHEREAS, the Company and Executive wish to extend the Term until December 31, 2015; and

WHEREAS, if the Employment Agreement continues in accordance with its terms through December 31, 2015 and is not earlier terminated in accordance with its terms, the Company and Executive wish to continue Executive’s employment pursuant to a new employment agreement.

NOW, THEREFORE, in consideration of the mutual promises, agreements, and consideration set forth below, the parties agree to the following terms:

TERMS

1. Extension of Term and New Agreement. As of the Effective Date, Section 1 of the Employment Agreement shall be deleted in its entirety and replaced with the following:

“The Company hereby agrees to continue to employ Executive, and Executive hereby agrees to be employed by the Company, upon the terms and conditions contained in this Agreement. Executive’s employment with the Company pursuant to the terms and conditions of this Agreement shall commence on the Effective Date and shall continue, subject to earlier termination of such employment pursuant to the terms hereof, until December 31, 2015 (such date, the “Expiration Date” and such period, the “Term”). If Executive continues in employment after the Expiration Date, such employment shall be pursuant to the terms of the employment agreement attached as Exhibit C hereto (the “New Agreement”). If Executive’s employment is terminated for any reason prior to the Expiration Date, the New Agreement shall be void ab initio and the Company shall have no obligations to Executive thereunder.”

2. General.

(a) Except as specifically provided in this Amendment, the Employment Agreement will remain in full force and effect and is hereby ratified and confirmed. To the extent a conflict arises between the terms of the Employment Agreement and this Amendment, the terms of this Amendment shall prevail.

(b) This Amendment shall be construed under and enforced in accordance with the laws of the State of Texas, without regard to the conflicts of law provisions thereof. This Amendment constitutes the sole and entire agreement of the parties with respect to amendment of the Employment Agreement and supersedes all prior verbal and written understandings and agreements between the parties relating to its subject matter. This Amendment may not be modified except in a writing signed by both parties.

(c) This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and shall have the same effect as if the signatures hereto and thereto were on the same instrument.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


MONEYGRAM INTERNATIONAL, INC.

By:		/s/ Steven Piano
Name:		Steven Piano
Title:		EVP HR

PAMELA H. PATSLEY

By:		/s/ Pamela H. Patsley

Date:		July 30, 2015

Exhibit 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”), dated as of July 30, 2015, to be effective as of January 1, 2016 (the “Effective Date”), is by and among MoneyGram International, Inc. (together with its successors and assigns permitted under this Agreement, the “Company”) and Pamela H. Patsley (the “Executive”).

WHEREAS, Executive is currently employed by the Company as its Chief Executive Officer pursuant to the terms of an employment agreement by and between the Company and Executive dated as of March 27, 2013 (the “Prior Employment Agreement”), which shall remain in effect through December 31, 2015 unless earlier terminated in accordance with its terms, and serves as Executive Chairman of the Company’s Board of Directors (the “Board”) thereunder;

WHEREAS, effective as of the Effective Date the Company desires to employ Executive solely as Executive Chairman;

WHEREAS, the Company and Executive wish to enter into this Agreement to become effective on the Effective Date upon the expiration of the Prior Employment Agreement and to set forth the terms and conditions under which Executive will continue to serve the Company and its affiliates from and after the Effective Date;

WHEREAS, in connection with her employment by the Company, Executive has had and the Company herein promises she will continue to have access to, and the benefit of, the Company’s Confidential Information (as defined below);

WHEREAS, in connection with her employment by the Company, Executive has and will represent the Company and develop contacts and relationships with other persons and entities on behalf of the Company and otherwise contribute to enhancing the goodwill of the Company; and

WHEREAS, Executive wishes to continue her employment with the Company on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of such employment and the mutual covenants and promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree as follows:

1. Employment. The Company hereby agrees to continue to employ Executive, and Executive hereby agrees to be employed by the Company, upon the terms and conditions contained in this Agreement. Executive’s employment with the Company pursuant to the terms and conditions of this Agreement shall commence on the Effective Date and shall continue, subject to earlier termination of such employment pursuant to the terms hereof, until December 31, 2017 (the “Term”). In the event Executive continues in employment after the expiration of the Term, unless the Company and Executive have mutually agreed in writing to extend the Term, such employment shall be “at will” employment and may be terminated at any time by either party on written notice, but without Sections 5 and 6 hereof applying thereto.

2. Duties. During the Term, Executive shall perform services in a capacity and in a manner consistent with Executive’s position for the Company. Executive shall have the title of

Executive Chairman of the Board and shall have such duties, authorities and responsibilities set forth on Exhibit A. Executive shall report directly to the Board. Executive shall devote such portion of Executive’s business time and attention (excepting vacation time, holidays, sick days and periods of disability) as shall be necessary and appropriate for the fulfillment of her duties hereunder; provided, however, that this Section 2 shall not be interpreted as prohibiting Executive from (i) managing Executive’s personal investments (so long as such investment activities are of a passive nature), or (ii) engaging in charitable or civic activities, or (iii) participating on boards of directors or similar bodies of non-profit organizations and the board of directors of the companies on which Executive serves on the date hereof (the “Continuing Board Service”), so long as (A) such activities do not (a) interfere with the performance of Executive’s duties and responsibilities hereunder, (b) create a fiduciary conflict, or (c) with respect to (ii) and (iii) only, detrimentally affect the Company’s reputation as reasonably determined by the Company in good faith, and (B) Executive complies with the Code of Business Conduct and Ethics, as amended from time to time. The Company acknowledges and agrees that the Continuing Board Service shall not be deemed to violate the provisions of this Agreement, including without limitation the provisions of Section 8 hereof. Executive may serve on the board of directors of one additional public company, subject to the advance written approval of the Board, such approval not to be unreasonably withheld. If requested, and to the extent consistent with the duties enumerated in Exhibit A, Executive shall also serve as an executive officer and/or member of the board of directors of any entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Company (an “Affiliate”) without additional compensation. During the Term, the Company shall cause the Executive to be nominated for election as Executive Chairman of the Board.

3. Location of Employment. Executive’s principal place of employment shall be at the Company’s headquarters, which as of the Effective Date are located in Dallas, Texas, subject to reasonable business travel consistent with Executive’s duties and responsibilities.

4. Compensation.

4.1 Base Salary.

(a) In consideration of all services rendered by Executive under this Agreement, the Company shall pay Executive a base salary at an annual rate of $650,000 during the Term. Executive’s Base Salary will be reviewed annually and may be increased, but not decreased without Executive’s consent, at the discretion of the Board or the Human Resources and Nominating Committee of the Board (the “HRN”) or any successor thereto. Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as the “Base Salary.”

(b) The Base Salary shall be paid in such installments and at such times as the Company pays its regularly salaried employees and shall be subject to all required withholding taxes, FICA contributions and similar deductions legally required to be withheld.

4.2 Annual Cash Bonus. During the Term, Executive shall be eligible to participate in the Company’s Performance Bonus Plan, as amended from time to time, or any successor annual incentive compensation program (“PBP”) and receive an annual bonus subject to achievement of the annual PBP bonus goals established by the HRN or the Board. Executive

shall be eligible to receive a target annual bonus equal to 100% of Executive’s Base Salary (“Target Bonus”) and a maximum annual bonus equal to two (2) times the Target Bonus. The annual bonus shall be paid in accordance with the terms of the PBP but in no event later than the end of the fiscal year following the fiscal year to which such annual bonus relates.

4.3 Annual Equity Awards. During the Employment Term, Executive shall participate in the Company’s 2005 Omnibus Incentive Plan, as amended from time to time, or any successor equity incentive compensation program (“Equity Plan”). If the Company makes grants of equity or equity-based awards to other senior executives of the Company in the applicable fiscal year, and Executive is then still in employment, Executive shall receive an annual grant of equity or equity-based awards with respect to each fiscal year during the Employment Term, which shall have an aggregate grant date fair market value equal to at least three (3) times Executive’s Base Salary, as determined by the Committee (as defined in the Equity Plan) in its sole discretion. The fair market value of each such award shall be determined by the Committee in accordance with the terms of the Equity Plan; provided, however, that with respect to any award made pursuant to the Equity Plan, (i) the fair market value of a share of Company common stock, par value $0.01 (“Common Stock”) shall be determined by the Committee in a manner consistent with the methods used with respect to equity awards made to other senior executives of the Company (the “Fair Market Value”), (ii) with respect to each grant of options to purchase Common Stock (“Options”), the fair market value of such options shall be determined by application of a generally accepted options pricing model selected by the Committee in its sole discretion to the Fair Market Value of a share of Common Stock on the date of grant, and (iii) subject to the applicable provisions of Section 6, the vesting and forfeiture provisions applicable to such award shall be determined by the Committee at the time the award is granted.

4.4 Vacation. Executive shall be entitled to reasonable annual paid vacation days consistent with Executive’s position, which shall be scheduled in advance and utilized by Executive in a manner that does not to interfere with Executive’s duties and responsibilities hereunder.

4.5 Benefits. During the Term, Executive shall be entitled to participate in any benefit plans, including medical, disability and life insurance (but excluding any severance or bonus plans unless (i) specifically referenced in this Agreement, or (ii) adopted subsequent to the Effective Date and intended to replace or serve in lieu of opportunities or commitments referenced in the provisions set forth herein) offered by the Company as in effect from time to time (collectively, “Benefit Plans”), on the same basis as those generally made available to other senior executives of the Company, to the extent Executive may be eligible to do so under the terms of any such Benefit Plan. Executive understands that any such Benefit Plans may be terminated or amended from time to time by the Company in its sole discretion.

5. Termination. Executive’s employment hereunder may be terminated prior to the expiration of the Term hereof as follows:

5.1 Automatically in the event of the death of Executive;

5.2 At the option of the Company, by written notice to Executive or Executive’s personal representative in the event of the Disability of Executive. As used herein, the term “Disability” shall mean a determination by a qualified independent physician mutually acceptable to Executive and the Company that Executive is unable to perform her duties under this Agreement and in all reasonable medical likelihood such inability will continue for a period of 120 consecutive days or 180 days in any 365 day period. Executive shall fully cooperate in connection with the determination of whether Disability exists. 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.

5.3 At the option of the Company at any time for Cause (as defined in Section 6.4), on prior written notice to Executive;

5.4 At the option of the Company at any time without Cause on prior written notice to Executive (provided that the assignment of this Agreement to and assumption of this Agreement by the purchaser of all or substantially all of the assets of the Company shall not, solely by reason of such assignment, be treated as a termination without Cause under this Section 5.4);

5.5 At the option of Executive for Good Reason (as defined in Section 6.4) in accordance with Section 6.4(b); or

5.6 At the option of Executive for any or no reason, on sixty (60) days prior written notice to the Company (which the Company may, in its sole discretion, make effective as a resignation earlier than the termination date provided in such notice).

6. Severance Payments.

6.1 Termination Without Cause or due to death or Disability or Resignation for Good Reason. If Executive’s employment is terminated at any time during the Term by the Company without Cause, by Executive for Good Reason, or due to Executive’s death or Disability, subject to Section 6.5 hereof, Executive or Executive’s legal representatives shall be entitled to:

(a) within ten (10) business days following such termination, payment of Executive’s accrued and unpaid Base Salary, and reimbursement of expenses under Section 7 hereof in each case accrued through the date of termination;

(b) provided that the Company actually achieves performance goals for the applicable performance period necessary for participants in the PBP to receive cash bonuses pursuant to the PBP with respect to such performance period and that such cash bonuses are actually paid (and deeming any individual performance criteria to have been achieved at target), a pro-rata portion of Executive’s bonus under the PBP for the fiscal year in which Executive’s termination occurs (determined by multiplying the amount of such bonus, which would be due for the full fiscal year based on actual performance by a fraction, the numerator of which is the number of days during the fiscal year of termination that Executive is employed with the Company and the denominator of which is 365), payable on the date that bonuses under the PBP with respect to such fiscal year are payable to other senior executives of the Company in the fiscal year following the fiscal year to which the bonus relates;

(c) subject to Section 12.7(b) hereof, payment in equal installments, in accordance with the Company’s normal payroll practices as in effect on the date of termination of Executive’s employment, over the two (2) year period following Executive’s termination of employment (the “Severance Period”), of an aggregate amount equal to two times the sum of (i) the Base Salary and (ii) the Target Bonus; provided that the first payment shall be made on the next regularly scheduled payroll date following the sixtieth (60th) day after Executive’s “separation from service” and shall include payment of any amounts that would otherwise be due prior thereto;

(d) subject to Section 12.7(b) hereof, continuation of health and life insurance coverage until the earlier of (i) expiration of the Severance Period, or (ii) the date Executive becomes eligible to receive comparable health and life insurance coverage from a subsequent employer;

(e) with respect to each equity or equity-based award held by Executive on the date of termination that is (1) subject to performance-based vesting criteria, the full amount of each such award shall remain outstanding and eligible to vest following termination of employment, subject to the achievement of the applicable performance criteria over the performance period specified for each such award and, to the extent that the applicable performance objectives are not achieved, the award shall be forfeited for no consideration; provided, however, that if Executive breaches her obligations pursuant to Section 8 hereof any unvested award that remains outstanding pursuant to Section 6.1(e)(1) shall be immediately forfeited without consideration; (2) subject only to time-based vesting criteria, the full amount of each such award shall become immediately vested on the date of termination; and (3) an award of Options and is or becomes vested on the date of termination shall remain exercisable until the earlier of (i) expiration of the ten (10) year term of such Options, or (ii) the later to occur of (A) June 30, 2019 and (B) the six (6) month anniversary of the date of termination; and

(f) all other accrued or vested amounts or benefits due to Executive in accordance with the Company’s benefit plans, programs or policies (other than severance).

6.2 Termination Upon Expiration of the Term. Upon expiration of the Term on December 31, 2017, Executive shall be entitled to receive the payments and benefits described under Sections 6.1(a), (b), (e) and (f) hereof.

6.3 Termination by the Company for Cause or Termination by Executive other than for Good Reason. Except for the payments and benefits described in Sections 6.1(a) and (f), Executive shall not be entitled to receive severance payments or benefits after the last date of employment with the Company upon the termination of Executive’s employment hereunder by the Company for Cause pursuant to Section 5.3, or by Executive during the Term pursuant to Section 5.6 other than for Good Reason. Notwithstanding the foregoing, if such termination is by the Company for Cause all outstanding equity grants, whether or not vested and exercisable, shall be immediately forfeited and cancelled for no consideration.

6.4 Certain Definitions. For purposes of this Agreement,

(a) “Cause” shall mean a good faith finding by the Board of: (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 the Executive Chairman of the Board and her 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 failure to substantially perform her duties and responsibilities hereunder as set forth in Exhibit A after being given written notice by the Company and a period of 30 days to remedy such failure; (G) Executive’s material breach of the Company’s Code of Conduct and Ethics 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 (H) Executive’s breach of the provisions of Sections 8.1, 8.2, 8.3 or 8.4 of this Agreement which breach has a material adverse effect on the Company. No act or failure to act on Executive’s part shall be considered “willful” unless done, or omitted to be done, by Executive in bad faith and without reasonable belief that Executive’s action or omission was in the best interest of the Company.

(b) “Good Reason” shall mean, without Executive’s consent, (A) any material reduction in Executive’s position or responsibilities as set forth in Exhibit A, excluding an isolated, insubstantial or inadvertent action not taken in bad faith; (B) a material reduction of Executive’s Base Salary, or Target Bonus opportunity then in effect, except in connection with an across-the-board reduction of not more than 10% applicable to senior executives of the Company; or (C) the reassignment of Executive’s place of work to a location more than 50 miles from Executive’s place of work on the Effective Date; provided that none of the events described in clauses (A), (B) and (C) shall constitute Good Reason hereunder unless (x) Executive shall have given written notice to the Company of Executive’s intent to terminate her employment with Good Reason within sixty (60) days following the occurrence of any such event and (y) the Company shall have failed to remedy such event within thirty (30) days of the Company’s receipt of such notice. Failing such cure, a termination of employment by Executive for Good Reason shall be effective on the day following the expiration of such cure period.

Notwithstanding anything else to the contrary contained in this Agreement, if the Company temporarily suspends Executive from her duties but retains Executive as an employee pending or during an investigation of whether an act or omission by Executive constitutes Cause, and Executive tenders her resignation based on Good Reason with respect to the suspension of duties within the required period for resigning for Good Reason, the Company may delay treating such resignation as for Good Reason until the completion of the investigation and need not treat the resignation as based on Good Reason at such date if it can then establish Cause; provided, however, that Executive shall retain her right to terminate employment for Good Reason based on other factors, if applicable.

6.5 Conditions to Payment. All payments and benefits due to Executive under this Section 6 which are not otherwise required by law shall only be payable if Executive (or Executive’s beneficiary or estate) delivers to the Company and does not revoke (under the terms of applicable law) a general release of all claims, substantially in the form set out in the Company’s standard general release for Executives and attached hereto as Exhibit B, provided, if necessary, such general release may be updated and revised to achieve its intent, including to comply with applicable law. Such general release shall be executed and delivered (and no longer subject to revocation) within sixty (60) days following termination. Failure to timely execute and return such release or revocation thereof shall be a waiver by Executive of Executive’s right to severance. In addition, severance shall be conditioned on Executive’s compliance with Section 8 hereof as provided in Section 9 below.

6.6 No Other Severance. Executive hereby acknowledges and agrees that, other than the severance payments described in this Section 6, upon termination of employment Executive shall not be entitled to any other severance, benefits, or payments under any Company benefit plan or severance policy generally available to the Company’s employees or otherwise, unless such benefit plan or severance policy is adopted subsequent to the Effective Date and is intended to replace or serve in lieu of provisions set forth herein.

7. Reimbursement of Expenses. The Company shall reimburse Executive for (i) reasonable and necessary expenses actually incurred by Executive directly in connection with the business and affairs of the Company and the performance of Executive’s duties hereunder, and (ii) attorneys’ fees incurred by Executive in connection with the review, negotiation, execution and delivery of this Agreement in an amount not to exceed $25,000, in each case subject to appropriate itemization and substantiation of expenses in accordance with Company policies, as in effect and as amended from time to time.

8. Restrictions on Activities of Executive.

8.1 Non-Competition. Executive agrees that she has had, during the course of Executive’s employment by the Company, and will continue to have, during the course of this Agreement, access to, and the benefit of, the Company’s Confidential Information (as defined below), and the Company promises and agrees to continue to provide Executive with such access. Executive agrees that during the course of her employment by the Company, Executive has represented and will represent the Company and its Affiliates and develop contacts and relationships with other persons and entities on behalf of the Company and its Affiliates, including but not limited to, with customers and potential customers. To protect the Company’s interest in its Confidential Information, contacts, and relationships, to protect and further the Company’s goodwill, to enforce Executive’s obligations under this Agreement, and as a material inducement for the Company to enter into this Agreement, as well as for the consideration specified herein, Executive agrees and covenants that during her employment and for a two (2) year period after Executive’s employment is terminated for any reason (the “Restriction Period”), Executive shall not directly or indirectly, for herself or others, (whether for compensation or otherwise) in the United States of America and its territories:

(i) engage in any business or activity with any Competitive Business (as defined below);

(ii) enter the employ of, render any services to, or otherwise assist any Person (or any division or controlled or controlling affiliate of any Person) who or which engages, directly or indirectly, in a Competitive Business;

(iii) acquire a significant financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as a partner, shareholder, officer, director, principal, agent, trustee or consultant; or

(iv) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its Affiliates and customers, clients, vendors, business partners, or suppliers of the Company or any of its Affiliates.

A “Competitive Business” shall mean a business (other than the Company) that involves, in whole or in part, the provision of payment services, funds transfer, or financial paper products (such as money orders or certified checks), and shall include, without limitation, any businesses that the Company or any of its Affiliates conducts today or has specific plans to conduct in the current or next fiscal year and as to which Executive was involved in such planning.

Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of a Competitive Business that are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such Competitive Business and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Competitive Business. Additionally, Executive shall not be in breach of her obligations under this Section 8.1 by reason of any indirect ownership of less than 5% of any non-public Competitive Business arising from a passive ownership interest in a partnership, mutual fund or other collective investment vehicle with respect to which Executive has no investment discretion or control, and to which Executive provides no investment or other business advice or services.

8.2 Non-Solicitation. Executive agrees that she has had, during the course of Executive’s employment by the Company, and will continue to have, during the course of this Agreement, access to, and the benefit of, the Company’s Confidential Information (as defined below), and the Company promises and agrees to continue to provide Executive with such access. Executive agrees that during the course of her employment by the Company, Executive has represented and will represent the Company and its Affiliates and develop contacts and relationships with other persons and entities on behalf of the Company and its Affiliates, including but not limited to, with customers and potential customers. To protect the Company’s interest in its Confidential Information, contacts, and relationships, to protect and further the Company’s goodwill, to enforce Executive’s obligations under this Agreement, and as a material inducement for the Company to enter into this Agreement, as well as for the consideration specified herein, Executive covenants and agrees that during the Restriction Period, Executive shall not directly or indirectly (i) influence or attempt to influence or solicit any employees, or independent contractors of the Company or any of its Affiliates to restrict, reduce, sever or otherwise alter their relationship with the Company or such Affiliates or assist any other person to do so, (ii) hire any senior executives of the Company or any of its Affiliates or assist any other person in doing so, (iii) induce or attempt to induce or otherwise counsel, advise, encourage or

solicit any current or prospective client, customer, vendor, business partner, distributor, or supplier of the Company or any of its Affiliates to terminate its relationship with the Company or its Affiliates or otherwise interfere in any way with such relationship, or (iv) assist any other person or entity in any way to do, or attempt to do, anything prohibited by Sections 8.2(i), (ii), or (iii). The restrictions in Section 8.2(i) and (ii) shall not apply with regard to (i) general solicitations that are not specifically directed to employees of the Company or any Affiliate, or (ii) serving as a reference at the request of an employee.

8.3 Confidentiality.

(a) During the course of her past employment, the Company has provided, and agreed to provide, and during the course of her employment under this Agreement, Executive has and will acquire access to, and the Company promises to provide her access to, certain Confidential Information (as defined below) of the Company. In return for the consideration, compensation and benefits that Executive has and will receive during the course of her employment, including the receipt of Confidential Information and those provided for in this Agreement, Executive shall not, during the Term or at any time thereafter directly or indirectly, disclose, reveal, divulge or communicate to any person other than authorized officers, directors and employees of the Company or use or otherwise exploit for Executive’s own benefit or for the benefit of anyone other than the Company, any Confidential Information (as defined below). Executive shall not have any obligation to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by an order of any court or other governmental authority; provided, however, that in the event disclosure is requested, Executive shall provide the Company with prompt written notice of such request prior to making any disclosure so that the Company may seek an appropriate protective order.

(b) “Confidential Information” means any confidential and proprietary information with respect to the Company or any of its Affiliates, including but not limited to methods of operation, current and prospective customer lists, products, prices, fees, costs, technology, formulas, inventions, trade secrets, know-how, software, marketing methods, plans, personnel, suppliers, competitors, markets, vendors, distributors, business partners, processes, current and prospective clients, programs, intellectual property, strategies, manuals or other specialized information or knowledge; provided, that, there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the Effective Date, (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder, or (iii) is required to be disclosed by an order of any court or other governmental authority; provided, however, that in the event disclosure is requested, Executive shall provide the Company with prompt written notice of such request prior to making any disclosure so that the Company may seek an appropriate protective order.

(c) Notwithstanding anything herein to the contrary, nothing in this Agreement shall (i) prohibit Executive from reporting possible violations of federal or state laws or regulations to any governmental agency or entity in accordance with the provisions of, and rules promulgated under, Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or (ii) require notification to, or prior approval by, the Company of any reporting described in clause (i).

8.4 Assignment of Inventions.

(a) Executive agrees that during employment with the Company, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company’s or its Affiliates’ strategic plans, products, processes or apparatus or business (collectively, “Inventions”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company as against Executive or any of Executive’s assignees. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s heirs, assigns and representatives shall promptly assign to the Company any and all right, title and interest in and to such Inventions made during employment with the Company.

(b) Whether during or after the Term, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.

8.5 Return of Company Property. Within ten (10) days following the date of any termination of Executive’s employment, for any reason, Executive or Executive’s personal representative shall return all property of the Company and its Affiliates in Executive’s possession, including but not limited to all Confidential Information, Company-owned computer equipment (hardware and software), facsimile machines, Blackberry, tablet computers and other communication devices, credit cards, office keys, security access cards, badges, identification cards and all copies (including drafts) of any documentation or information (however stored) relating to the business of the Company and its Affiliates, its customers and clients or its prospective customers and clients; provided, however, that Executive shall be entitled to retain the telephone number associated with the cellular phone made available for her use. Anything to the contrary notwithstanding, Executive shall be entitled to retain (i) personal papers and other materials of a personal nature, provided that such papers or materials do not include Confidential Information, (ii) information showing Executive’s compensation or relating to reimbursement of expenses, and (iii) copies of plans, programs and agreements relating to Executive’s employment, or termination thereof, with the Company and its Affiliates which she received in Executive’s capacity as a participant.

8.6 Resignation as an Officer and Director. Upon any termination of Executive’s employment, for any reason or no reason, Executive shall be deemed to have resigned, to the extent applicable, if any, as an officer of the Company and any of its Affiliates, a member of the board of directors of the Company and any of its Affiliates and as a fiduciary of any Company or Affiliate benefit plan. On or immediately following the date of any termination of Executive’s employment, Executive shall confirm the foregoing by submitting to the Company in writing a confirmation of Executive’s resignation(s).

8.7 Cooperation. During and following the Term, Executive shall give Executive’s assistance and cooperation willingly, upon reasonable advance notice (which shall include due regard to the extent reasonably feasible for Executive’s employment obligations and prior commitments), in any matter relating to Executive’s position with the Company and its Affiliates, or Executive’s knowledge as a result thereof as the Company may reasonably request, including Executive’s attendance and truthful testimony where deemed appropriate by the Company, with respect to any investigation or the Company’s (or an Affiliate’s) defense or prosecution of any existing or future claims or litigations or other proceeding relating to matters in which she was involved or had knowledge by virtue of Executive’s employment with the Company. The Company will reimburse Executive for reasonable out-of-pocket travel costs and expenses incurred by her (in accordance with Company policy) as a result of providing such requested assistance, upon the submission of the appropriate documentation to the Company.

8.8 Non-Disparagement. During Executive’s employment with the Company and its Affiliates and at any time thereafter, (i) Executive agrees not to disparage or encourage or induce others to disparage the Company, any Affiliate, any of their respective employees that were employed during Executive’s employment with the Company or its Affiliates or any of their respective past and present, officers, directors, products or services (the “Company Parties”) and (ii) the Company shall instruct its executive officers and each member of the Board not to disparage Executive while such executive officers and directors are employed by, or providing services to, the Company. For purposes of this Section 8.8, the term “disparage” means making comments or statements to the press, to the Company’s or any Affiliate’s employees or to any individual or entity with whom the Company or any Affiliate has a business relationship (including, without limitation, any vendor, supplier, customer, client, business partner, or distributor), or any public statement, that in each case is intended to, or can be reasonably expected to, damage any of the Company Parties. Notwithstanding the foregoing, nothing in this Section 8.8 shall prevent either party from making any truthful statement that is (A) necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, in the forum in which such litigation, arbitration or mediation properly takes place or (B) required by law, legal process or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with jurisdiction over such party.

8.9 Tolling. In the event of any violation of the provisions of this Section 8, Executive acknowledges and agrees that the post-termination restrictions contained in this Section 8 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.

8.10 Survival. This Section 8 shall survive any termination or expiration of this Agreement or employment of Executive.

9. Remedies. Notwithstanding anything to the contrary contained in this Agreement, Executive specifically acknowledges and agrees that any breach or threatened breach of the restrictions contained in Section 8 of this Agreement is likely to result in irreparable injury to the Company and/or its Affiliates and that the remedy at law will be an inadequate remedy for such breach, and that in addition to any other remedy it may have in the event of a breach or threatened breach of Section 8 above, the Company and its Affiliates shall be entitled to enforce the specific performance of this Agreement by Executive and to seek both temporary and permanent injunctive relief (to the maximum extent permitted by law) without bond, without notice (to the maximum extent permitted by law), and without liability should such relief be denied, modified or violated (to the maximum extent permitted by law). Furthermore, in the event of any breach of the provisions of Section 8.1 or 8.2 above or a material and willful breach of any other provision in Section 8 above (the “Forfeiture Criteria”), the Company shall be entitled to cease making any severance payments being made hereunder, pending a final determination of damages that have ensured from such alleged breach. Executive acknowledges and agrees that this Section 9 is a material inducement to the Company entering into this Agreement.

10. Severable Provisions. Executive acknowledges and agrees that the restrictions contained in Section 8 are narrowly tailored and are reasonable and necessary for the purposes of preserving and protecting the Confidential Information, goodwill, and other legitimate business interests of the Company. The provisions of this Agreement are severable and the invalidity of any one or more provisions shall not affect the validity of any other provision. In the event that a court of competent jurisdiction shall determine that any provision of this Agreement or the application thereof is unenforceable in whole or in part because of the duration or scope thereof, the parties hereto agree that said court in making such determination shall have the power to reduce the duration and scope of such provision to the extent necessary to make it enforceable, and that the Agreement in its reduced form shall be valid and enforceable to the full extent permitted by law.

11. Notices. All notices hereunder, to be effective, shall be in writing and shall be deemed effective when delivered by hand or mailed by (a) certified mail, postage and fees prepaid, or (b) nationally recognized overnight express mail service, as follows:

If to the Company:

Moneygram International, Inc.

2828 N. Harwood Street, 15th Floor

Dallas, TX 75201

Attn: General Counsel

With copies to (which shall not constitute notice):

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

If to Executive:

The last address shown on the personnel records of the Company

With copies to (which shall not constitute notice):

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10002

or to such other address as a party may notify the other pursuant to a notice given in accordance with this Section 11.

12. Miscellaneous.

12.1 Executive Representation. Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, or be prevented, interfered with or hindered by, the terms of any employment agreement or other agreement or policy to which Executive is a party or otherwise bound, and further that Executive is not subject to any limitation on Executive’s activities on behalf of the Company as a result of agreements into which Executive has entered except for obligations of confidentiality with former employers.

To the extent this representation and warranty is not true and accurate, it shall be treated as a Cause event and the Company may terminate Executive for Cause or not permit Executive to commence employment. Executive further represents that Executive is not aware of any violation of federal securities law or any other unlawful conduct by the Company or its agents or of any complaint of such conduct by any employee which, in either case, has not been reported to the appropriate officials of the Company.

12.2 No Mitigation or Offset. In the event of any termination of Executive’s employment hereunder, Executive shall be under no obligation to seek other employment or otherwise mitigate the obligations of the Company under this Agreement, and there shall be no offset against amounts due Executive under this Agreement on account of future earnings by Executive.

12.3 Effectiveness; Entire Agreement; Amendment. Notwithstanding any provision to the contrary, this Agreement shall have no force or effect prior to the Effective Date. If for any reason Executive’s employment terminates prior to the Effective Date, this Agreement shall be void ab initio and neither the Company nor Executive shall have any rights or obligations hereunder. This Agreement and the other agreements, plans and documents referenced herein, the Indemnification Agreement entered into by the parties on January 21, 2009, the Non-Qualified Stock Option Agreement dated January 21, 2009, the Non-Qualified Stock Option

Agreement dated May 12, 2009, the Non-Qualified Stock Option Agreement dated August 31, 2009, the Non-Qualified Stock Option Agreement dated January 21, 2009, the Non-Qualified Stock Option Agreement dated November 17, 2011, the Global Performance-Based Restricted Stock Unit Award Agreement dated February 26, 2013, the Global Stock Option Agreement dated February 26, 2013, Global Stock Appreciation Right Agreement dated February 26, 2013, the Global Time-Based Restricted Stock Unit Award Agreement dated February 24, 2014, the Global Performance-Based Restricted Stock Unit Award Agreement dated February 24, 2014, the Cash Retention Award Agreement dated December 10, 2014, the Global Time-Based Restricted Stock Unit Award Agreement dated February 25, 2015, the Global Performance-Based Restricted Stock Unit Award Agreement dated February 25, 2015, and the Company’s charter and bylaws, contain the entire understanding of the parties with respect to the employment of Executive by the Company and supersede, on and after the Effective Date, and incorporate any and all prior agreements, both written or oral, including but not limited to the Prior Employment Agreement and the Term Sheet dated February 24, 2015. This Agreement may not be amended or revised except by a writing signed by the parties.

12.4 Assignment and Transfer. The provisions of this Agreement shall be binding on and shall inure to the benefit of the Company and any successor in interest to the Company who acquires all or substantially all of the Company’s assets. The Company may assign this Agreement to an Affiliate; provided, however, that, without Executive’s consent, no such assignment shall relieve the Company of its obligations hereunder. Neither this Agreement nor any of the rights, duties or obligations of Executive shall be assignable by Executive, nor shall any of the payments required or permitted to be made to Executive by this Agreement be encumbered, transferred or in any way anticipated, except as required by applicable laws. All rights of Executive under this Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, estates, executors, administrators, heirs and beneficiaries.

12.5 Waiver of Breach. A waiver by either party of any breach of any provision of this Agreement by the other party shall be made in writing and shall not operate or be construed as a waiver of any other or subsequent breach by the other party.

12.6 Withholding. The Company shall be entitled to withhold from any amounts to be paid or benefits provided to Executive hereunder any federal, state, local or foreign withholding, FICA contributions, or other taxes, charges or deductions which it is from time to time required to withhold. The Company shall be entitled to rely on an opinion of counsel if any question as to the amount or requirement of any such withholding shall arise.

12.7 Code Section 409A.

(a) The parties agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A.

(b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest during the Delay Period at the prime rate, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided, that, this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred.

(d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

12.8 Indemnification; Liability Insurance. The Company shall indemnify Executive both (a) to the fullest extent permitted by the laws of the state of the Company’s incorporation and (b) in accordance with the more favorable of the Company’s certificate of incorporation, bylaws and standard indemnification agreement as in effect on the Effective Date or as in effect on the date as of which the indemnification is owed. The Company’s obligations in the preceding sentence shall survive the termination of Executive’s employment and this Agreement for any reason. In addition, the Company shall provide Executive with coverage under its directors’ and officers’ liability insurance policies as in effect from time to time on terms not less favorable than those provided to any of its other directors and officers.

12.9 Governing Law; Jurisdiction. This Agreement and any and all claims arising out of, in connection with, under, pursuant to, or in any way related to this Agreement shall be governed by, construed under, and enforced in accordance with the laws of the State of Texas, without regard to the conflicts of law provisions thereof. The Company and Executive agree that any suit, action or other legal proceeding that is commenced to resolve any matter arising under or relating to any provision of this Agreement shall be commenced only in a court of the State of Texas (or, if appropriate, a federal court located within the State of Texas), and the Company and Executive consent to the jurisdiction of such court and to the service of process in any manner provided by Texas law. Each of the Company and Executive irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such court and any claim that such suit, action or proceeding brought in such court has been brought in an inconvenient forum and agrees that service of process in accordance with the foregoing sentences shall be deemed in every respect effective and valid personal service of process upon such party.

12.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and shall have the same effect as if the signatures hereto and thereto were on the same instrument.

12.11 Compliance with Dodd-Frank. All payments under this Agreement, if and to the extent subject to the Dodd-Frank Wall Street Reform and Consumer Protection Act, shall be subject to any incentive compensation policy established from time to time by the Company to comply with such Act.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


MONEYGRAM INTERNATIONAL, INC.

By:		/s/ Steven Piano
Name:		Steven Piano
Title:		EVP HR

EXECUTIVE

/s/ Pamela H. Patsley
Name:		Pamela H. Patsley

EXHIBIT A

LEADERSHIP

•

Lead the Board ensuring the Board’s effectiveness in all aspects of it role and responsibilities.

•

Oversee the Company’s strategic planning efforts in conjunction with the CEO and the Board.

•

Represent the Company in the money transfer industry generally, including by:

•

Maintaining and developing relationships with shareholders, financial institutions, and other interested constituencies;

•

Positioning the Company with current and prospective customers and partners to facilitate expansion and provide contacts or introductions as appropriate; and

•

Serving as intermediary to selected customers, regulatory and government officials.

•

Assume an active leadership role in the MoneyGram Foundation.

•

Perform all other duties and responsibilities consistent with the role of Executive Chairman, as requested by the Board.

BOARD GOVERNANCE

•

Maintain the authority to call meetings of the Board.

•

Promote effective communication, in conjunction with the CEO, on developments occurring between Board meetings.

•

Preside over:

•

Meetings of the Board.

•

Annual and special meetings of shareholders.

•

Provide support and advice to the CEO.

•

Organize the meeting schedules and agendas of the Board.

•

Establish the annual schedule of the Board.

•

Establish the agendas for all Board meetings in collaboration with the CEO.

•

Consult with all directors to ensure that Board agendas and information provided to the Board are what is needed to fulfill its responsibilities.

•

Enable access to information to assist the Board in monitoring the Company’s performance and the performance of management.

•

Facilitate communication between and among the directors and management.

•

Oversee the distribution of information to the Board.

•

Coordinate periodic input from the Board regarding management’s strategic plans for the Company.

•

Work with the HRN to ensure processes are in place for the recruitment and orientation of new Board members.

•

Work with the Chairman of the HRN to review changes in Board membership and the membership and chair of each Committee.

•

Work with the Chairman of the HRN to interview prospective Board candidates.

•

Attend all Committee meetings when possible.

•

Coordinate the Board’s self-assessment and evaluation processes.

OVERSIGHT OF THE CEO

•

Oversee development of appropriate objectives for the CEO and monitor performance against those objectives.

•

Coordinate and chair the annual Board performance review of the CEO and communicate the results of such performance review to the CEO.

•

Work with the Chairman of the HRN on the succession plan for the CEO and other key senior executives.

•

Be available, at the request of the CEO, to attend external and internal meetings and events of the Company.

EXHIBIT B

WAIVER AND RELEASE AGREEMENT

This Waiver and Release Agreement (hereinafter “Release”) is entered into among Pamela H. Patsley (hereinafter “Executive”), and Moneygram International, Inc. (the “Company”).

The parties previously entered into an employment agreement effective as of January 1, 2016 (the “Agreement”) pursuant to which Executive is entitled to certain payments and benefits upon termination of employment subject to the execution and non-revocation of this Release. Executive has had a termination of employment pursuant to such Agreement.

NOW THEREFORE, in consideration of certain payments and benefits under Executive’s Agreement, Executive and the Company agree as follows:

Executive expressly waives and releases the Company, its current and former affiliates and related entities, parent corporations and subsidiaries, predecessors, successors and assigns, and each of their respective current and former directors, administrators, supervisors, managers, agents, officers, partners, stockholders, attorneys, insurers and employees, from any and all claims, actions, and causes of action, at law or in equity, whether sounding in contract, tort, or common law, whether known or unknown, based on any act, fact, transaction, circumstance or event arising up to and including the date of Executive’s execution of this Release, including but not limited to, any and all claims directly or indirectly relating to, arising from, or connected in any way with Executive’s employment with the Company, termination of such employment, or the Agreement. This waiver and release includes, but is not limited to, any and all claims under the Employee Retirement Income Security act of 1972 (“ERISA”), Title VII of the Civil Rights Act of 1964, the Age of Discrimination in Employment Act (“ADEA”), the American with Disabilities Act, the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Americans with Disabilities Act, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Sarbanes-Oxley Act, as each such Acts have been amended, and any and all claims of employment discrimination whether under federal, state or local law, statute or ordinance, wrongful termination, retaliatory discharge, breach of express, implied or oral contact, unjust enrichment, deferred compensation, fraud, fraudulent inducement in entering into this Release, interference with contractual relations, defamation, intentional infliction of emotional distress and any other tort or contract claim under any common law or for attorneys’ fees costs, or expenses; provided, however, nothing herein shall limit or impede Executive’s right to file or pursue an administrative charge with, or participate in, any investigation before the Equal Employment Opportunity Commission (“EEOC”), or any similar local, state or federal

agency, or, to file a claim for unemployment compensation benefits, and/or any causes of action which by law Executive may not legally waive, Executive agrees, however, that if Executive or anyone acting on Executive’s behalf, brings any action concerning or related to any cause of action or liability released in this Release, Executive waives any right to, and will not accept, any payments, monies, damages, or other relief, awarded in connection therewith.

This Release constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements between the parties, except for Sections 6, 8 and 9 of the Agreement, which are incorporated herein by reference, relating to the subject matter thereof; provided that this Release also does not apply to: (a) any claims under employee benefit plans subject to ERISA in accordance with the terms of the applicable employee benefit plan, or any option agreement or other agreement pursuant to which Executive may exercise rights after termination of employment to acquire stock or other equity of the Company, (b) any claim under or based on a breach of this Release; (c) rights or claims that may arise under the ADEA or otherwise after the date that Executive signs this Release; or (d) any right to indemnification or directors and officers liability insurance coverage to which Executive is otherwise entitled.

Executive acknowledges that this Release includes a waiver of any rights and claims arising under the ADEA. Executive acknowledges that the consideration Executive is receiving in exchange for the waiver of any rights and claims arising under the ADEA exceeds anything of value to which Executive is already entitled. Executive acknowledges that she was advised in writing to consult with an attorney before signing this Release. Executive represents and agrees that she fully understands her right to discuss all aspects of this Release with legal counsel of her choice, and, to the extent she deems appropriate, she has fully availed herself of this right. Executive acknowledges that Executive has been given a period of at least twenty-one (21) days to consider this Release (and the ADEA waiver contained herein) or has knowingly waived her right to do so. Executive understands that Executive may sign this Release prior to the end of such twenty-one (21) day period, but is not required to do so. Executive acknowledges that she has seven (7) days after Executive signs this Release to revoke it (the “Revocation Period”). Such revocation must be in writing and delivered either by hand, by overnight delivery service, or by certified mail, return receipt requested and postmarked within the Revocation Period. If Executive revokes this Release as provided herein, it shall be null and void. If Executive does not revoke this Release within the Revocation Period, this Release shall become enforceable and effective on the eight (8th) day after the Executive signs this Release (“Effective Date”). Executive understands that the Company will have no duty to pay her or provide her with the consideration, compensation and/or benefits set forth in Section 6 of the Agreement until the Effective Date of this Release.

Executive acknowledges that she: (a) has made her own investigation of the facts and is relying solely upon her knowledge and, if applicable, the advice of her own legal counsel in executing this Release; (b) is not relying on any statements, understandings, representations, expectations, agreements, or promises other than as set forth in this Release; (c) knowingly waives any claim that this Release was induced by any misrepresentation or nondisclosure and any right to rescind or avoid this Release based upon presently existing facts, known or unknown; (d) is entering into this Release freely and voluntarily with full understanding of its terms and after having been advised and having had the opportunity to seek and receive advice and counsel from her attorney, if applicable; and (e) has carefully read and understands all of the provisions of this Release. Executive acknowledges and agrees that the Company is relying upon these representations and warranties. These representations and warranties shall survive the execution of this Release.

Executive and the Company agree that neither this Release nor the performance hereunder constitutes an admission by the Company of any violation of any federal, state or local law, regulation, or common law, or any breach of any contract or any other wrongdoing of any type.

This Release and any and all claims arising out of, in connection with, under, pursuant to, or in any way related to this Release shall be governed by, construed under, and enforced in accordance with the laws of the State of Texas without regard to the conflicts of law provisions thereof.

EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS FULLY READ AND FULLY UNDERSTANDS THIS RELEASE; AND THAT EXECUTIVE ENTERED INTO IT FREELY AND VOLUNTARILY AND WITHOUT COERCION AND IS NOT RELYING ON ANY STATEMENTS, UNDERSTANDINGS, REPRESENTATIONS, EXPECTATIONS, AGREEMENTS, OR PROMISES OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS RELEASE.


EXECUTIVE


Name:		Pamela H. Patsley

MONEYGRAM INTERNATIONAL, INC.

By:
Name:		Steven Piano
Title:		EVP HR

Exhibit 10.3

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”), dated as of July 30, 2015, is by and among MoneyGram International, Inc. (together with its successors and assigns permitted under this Agreement, the “Company”) and W. Alexander Holmes (the “Executive”).

WHEREAS, Executive is currently employed by the Company as its Executive Vice President, Chief Financial Officer and Chief Operating Officer;

WHEREAS, provided Executive continues to be actively employed by the Company through December 31, 2015, the Company desires to employ Executive as its Chief Executive Officer effective as of January 1, 2016 (the “Effective Date”);

WHEREAS, the Company and Executive wish to enter into this Agreement to set forth the terms and conditions under which Executive will continue to serve the Company and its affiliates on and after the Effective Date;

WHEREAS, in connection with his employment by the Company, Executive has had and the Company herein promises he will continue to have access to, and the benefit of, the Company’s Confidential Information (as defined below);

WHEREAS, in connection with his employment by the Company, Executive has and will represent the Company and develop contacts and relationships with other persons and entities on behalf of the Company and otherwise contribute to enhancing the goodwill of the Company; and

WHEREAS, Executive wishes to continue his employment with the Company on the terms and conditions set forth herein.

2. Duties. During the Term, Executive shall serve on a full-time basis and perform services in a capacity and in a manner consistent with Executive’s position for the Company. Executive shall have the title of Chief Executive Officer of the Company and shall have such duties, authorities and responsibilities as are consistent with such position. Executive shall report directly to the Executive Chairman of the Company’s Board of Directors (the “Board”) or, if there is no such Executive Chairman, to the Board. Executive shall devote all of Executive’s business time and attention (excepting vacation time, holidays, sick days and periods of disability) and Executive’s best efforts to Executive’s employment and service with the

Company; provided, however, that this Section 2 shall not be interpreted as prohibiting Executive from (i) managing Executive’s personal investments (so long as such investment activities are of a passive nature), or (ii) engaging in charitable or civic activities, or (iii) participating on boards of directors or similar bodies of non-profit organizations, so long as (A) such activities do not (a) interfere with the performance of Executive’s duties and responsibilities hereunder, (b) create a fiduciary conflict, or (c) with respect to (ii) and (iii) only, detrimentally affect the Company’s reputation as reasonably determined by the Company in good faith, and (B) Executive complies with the Code of Business Conduct and Ethics, as amended from time to time. The Company acknowledges and agrees that Executive’s continued service on such boards shall not be deemed to violate the provisions of this Agreement, including without limitation the provisions of Section 8 hereof. If requested, Executive shall also serve as an executive officer and/or member of the board of directors of any entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Company (an “Affiliate”) without additional compensation. During the Term, the Company shall cause the Executive to be nominated for election as a member of the Board commencing on the Effective Date.

4. Compensation.

4.1 Base Salary.

(a) In consideration of all services rendered by Executive under this Agreement, the Company shall pay Executive a base salary at an annual rate of $725,000 during the Term. Executive’s Base Salary will be reviewed annually and may be increased, but not decreased without Executive’s consent, at the discretion of the Board or the Human Resources and Nominating Committee of the Board (the “HRN”) or any successor thereto in consultation with the Executive Chairman of the Board. Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as the “Base Salary.”

4.2 Annual Cash Bonus. During the Term, Executive shall be eligible to participate in the Company’s Performance Bonus Plan (“PBP”) and receive an annual bonus subject to achievement of the annual PBP bonus goals established by the HRN or the Board. Executive shall be eligible to receive a target annual bonus equal to 100% of Executive’s Base Salary (“Target Bonus”) and a maximum annual bonus equal to two (2) times the Target Bonus. The annual bonus, if any, shall be paid in accordance with the terms of the PBP but in no event later than the end of the fiscal year following the fiscal year to which such annual bonus relates.

4.3 Annual Equity Awards. During the Term, Executive shall participate in the Company’s 2005 Omnibus Incentive Plan, as amended from time to time, or any successor

equity incentive compensation program (“Equity Plan”). If the Company makes grants of equity or equity-based awards to other senior executives of the Company in the applicable fiscal year, Executive shall receive an annual grant of equity or equity-based awards with respect to each fiscal year during the Employment Term, which shall have an aggregate grant date fair market value equal to at least four (4) times Executive’s Base Salary, in such form as is determined by the Committee (as defined in the Equity Plan) in its sole discretion in accordance with the terms of the Equity Plan. The fair market value of each such award shall be determined by the Committee in accordance with the terms of the Equity Plan; provided, however, that with respect to any award made pursuant to the Equity Plan, (i) the fair market value of a share of Company common stock, par value $0.01 (“Common Stock”) shall be determined by the Committee in a manner consistent with the methods used with respect to equity awards made to other senior executives of the Company (the “Fair Market Value”), (ii) with respect to each grant of options to purchase Common Stock (“Options”), the fair market value of such options shall be determined by application of a generally accepted options pricing model selected by the Committee in its sole discretion to the Fair Market Value of a share of Common Stock on the date of grant, and (iii) subject to the applicable provisions of Section 6, the vesting and forfeiture provisions applicable to such award shall be determined by the Committee at the time the award is granted.

4.4 Vacation. Executive shall be entitled to five (5) weeks of annual paid vacation days, which shall accrue and be useable by Executive in accordance with Company policy, as may be in effect from time to time.

4.5 Benefits. During the Term, Executive shall be entitled to participate in any benefit plans, including medical, disability and life insurance and 401(k) plan (but excluding any severance or bonus plans unless (i) specifically referenced in this Agreement, or (ii) adopted subsequent to the Effective Date and intended to replace or serve in lieu of provisions set forth herein) offered by the Company as in effect from time to time (collectively, “Benefit Plans”), on the same basis as those generally made available to other senior executives of the Company, to the extent Executive may be eligible to do so under the terms of any such Benefit Plan. Executive understands that any such Benefit Plans may be terminated or amended from time to time by the Company in its sole discretion.

5. Termination. Executive’s employment hereunder may be terminated as follows:

5.1 Automatically in the event of the death of Executive;

5.2 At the option of the Company, by written notice to Executive or Executive’s personal representative in the event of the Disability of Executive. As used herein, the term “Disability” shall mean a determination by a qualified independent physician mutually acceptable to Executive and the Company that Executive is unable to perform his duties under this Agreement and in all reasonable medical likelihood such inability will continue for a period of 120 consecutive days or 180 days in any 365 day period. Executive shall fully cooperate in connection with the determination of whether Disability exists. 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.

5.3 At the option of the Company at any time for Cause (as defined in Section 6.5), on prior written notice to Executive;

5.5 At the option of Executive for Good Reason (as defined in Section 6.5) in accordance with Section 6.5(b); or

6. Severance Payments.

6.1 Termination Without Cause or Resignation for Good Reason. If Executive’s employment is terminated at any time during the Term by the Company without Cause or by Executive for Good Reason, subject to Section 6.6 hereof, Executive shall be entitled to:

(c) subject to Section 12.7(b) hereof, payment in equal installments, in accordance with the Company’s normal payroll practices as in effect on the date of termination of Executive’s employment, over the two (2) year period following Executive’s termination of employment (the “Severance Period”), of an aggregate amount equal to two times the sum of (i) the Base Salary as of the date of termination and disregarding any reduction in such Base Salary constituting Good Reason, and (ii) the Target Bonus; provided that the first payment shall be made on the next regularly scheduled payroll date following the sixtieth (60th) day after Executive’s “separation from service” and shall include payment of any amounts that would otherwise be due prior thereto;

(e) with respect to each equity or equity-based award granted on or after the Effective Date and held by Executive on the date of termination that is (1) subject to performance-based vesting criteria, a pro rata portion of each such award (determined by multiplying the total number of shares of Common Stock subject to each such award by a fraction, the numerator of which is the number of days during the performance period that Executive is employed with the Company and the denominator of which is the total number of days in the performance period) shall remain outstanding and eligible to vest following termination of employment, subject to the achievement of the applicable performance criteria over the performance period specified for each such award and, to the extent that the applicable performance objectives are not achieved, the applicable portion of such award shall be forfeited for no consideration; provided, however, that if Executive breaches his obligations pursuant to Section 8 hereof any unvested award that remains outstanding pursuant to this Section 6.1(e)(1) shall be immediately forfeited without consideration; (2) subject only to time-based vesting criteria, the portion of each such award that would have vested on the next regularly scheduled vesting date if Executive’s employment had not terminated shall become immediately vested on the date of termination; and (3) an award of Options and is or becomes vested on the date of termination shall remain exercisable until the earliest of (i) expiration of the ten (10) year term of such Options, (ii) the six (6) month anniversary of the date of termination, or (iii) the date Executive breaches his obligations pursuant to Section 8 hereof; and

(f) (i) all other accrued or vested amounts or benefits due to Executive in accordance with the Company’s benefit plans, programs or policies including without limitation any accrued vacation earned during the year of termination (other than severance), (ii) any bonus earned under the PBP with respect to a fiscal year ending prior to the date of such termination but unpaid as of such date, payable at the same time in the year of termination as such payment would be made if Executive continued to be employed by the Company, and (iii) treatment of each equity or equity-based award granted prior to the Effective Date and held by Executive on the date of termination in accordance with the equity plan and award agreement applicable thereto.

6.2 Termination due to Death or Disability. Upon termination of Executive’s employment due to Executive’s death or Disability pursuant to Section 5.1 and Section 5.2 respectively, subject to Section 6.6 hereof, Executive or Executive’s legal representatives shall be entitled to receive the payments and benefits described under Sections 6.1(a), (b) and (f) hereof.

employment with the Company upon the termination of Executive’s employment hereunder by the Company for Cause pursuant to Section 5.3, or by Executive during the Term pursuant to Section 5.6 other than for Good Reason. Notwithstanding the foregoing, if such termination is by the Company for Cause all outstanding equity grants, whether or not vested and exercisable, shall be immediately forfeited and cancelled for no consideration.

6.4 Termination Prior to the Effective Date. Upon termination of Executive’s employment prior to the Effective Date by the Company without Cause or by Executive for Good Reason, subject to Section 6.6 hereof, Executive shall be entitled to receive the payments and benefits described under Sections 6.1(a), (b), (c), (d) and (f) hereof; provided, however, that the references to Base Salary and Target Bonus in Section 6.1(c) shall mean the annual base salary and annual target bonus in effect on the date of termination.

6.5 Certain Definitions. For purposes of this Agreement,

(a) “Cause” shall mean a good faith finding by the Board of: (A) Executive’s willful refusal to carry out, in all material respects, the reasonable and lawful directions of the Executive Chairman of the Board or, if there is no such Executive Chairman, of the Board that are within Executive’s control and consistent with Executive’s status as the Chief Executive Officer 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 Conduct and Ethics 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 provisions of Sections 8.1, 8.2, 8.3 or 8.4 of this Agreement which breach has a material adverse effect on the Company. No act or failure to act on Executive’s part shall be considered “willful” unless done, or omitted to be done, by Executive in bad faith and without reasonable belief that Executive’s action or omission was in the best interest of the Company.

(b) “Good Reason” shall mean, without Executive’s consent, (A) any material reduction in Executive’s position or responsibilities, excluding an isolated, insubstantial or inadvertent action not taken in bad faith; (B) a material reduction of Executive’s Base Salary, or Target Bonus opportunity then in effect, except in connection with an across-the-board reduction of not more than 10% applicable to senior executives of the Company; (C) the reassignment of Executive’s place of work to a location more than 50 miles from Executive’s place of work on the Effective Date; or (D) the Company’s failure to appoint Executive as Chief Executive Officer of the Company on the Effective Date or within six (6) months thereafter or the Company’s written announcement during the period commencing on the date hereof and ending six (6) months after the Effective Date that it will not be appointing Executive as Chief Executive Officer; provided that none of the events described in clauses (A), (B), (C) and (D) shall

constitute Good Reason hereunder unless (x) Executive shall have given written notice to the Company of Executive’s intent to terminate his employment with Good Reason within sixty (60) days following the occurrence of any such event and (y) the Company shall have failed to remedy such event within thirty (30) days of the Company’s receipt of such notice. Failing such cure, a termination of employment by Executive for Good Reason shall be effective on the day following the expiration of such cure period.

Notwithstanding anything else to the contrary contained in this Agreement, if the Company temporarily suspends Executive from his duties but retains Executive as an employee pending or during an investigation of whether an act or omission by Executive constitutes Cause, and Executive tenders his resignation based on Good Reason with respect to the suspension of duties within the required period for resigning for Good Reason, the Company may delay treating such resignation as for Good Reason until the completion of the investigation and need not treat the resignation as based on Good Reason at such date if it can then establish Cause; provided, however, that Executive shall retain his right to terminate employment for Good Reason based on other factors, if applicable.

6.6 Conditions to Payment. The payments and benefits due to Executive under Sections 6.1(b), (c), (d) and (e) hereof shall only be payable if Executive (or Executive’s beneficiary or estate) delivers to the Company and does not revoke (under the terms of applicable law) a general release of all claims, substantially in the form set out in the Company’s standard general release for Executives and attached hereto as Exhibit A, provided, if necessary, such general release may be updated and revised to achieve its intent, including to comply with applicable law. Such general release shall be executed and delivered (and no longer subject to revocation) within sixty (60) days following termination. Failure to timely execute and return such release or revocation thereof shall be a waiver by Executive of Executive’s right to severance. In addition, continued payment of the amounts in Section 6.1(c) shall be conditioned on Executive’s continued compliance with Section 8 hereof as provided in Section 9 below.

6.7 No Other Severance. Executive hereby acknowledges and agrees that, other than the severance payments described in this Section 6, upon termination of employment Executive shall not be entitled to any other severance, benefits, or payments under any Company benefit plan or severance policy generally available to the Company’s employees or otherwise, unless such benefit plan or severance policy is adopted subsequent to the Effective Date and is intended to replace or serve in lieu of provisions set forth herein.

8. Restrictions on Activities of Executive.

8.1 Non-Competition. Executive agrees that he has had, during the course of Executive’s employment by the Company, and will continue to have, during the course of this Agreement, access to, and the benefit of, the Company’s Confidential Information (as defined below), and the Company promises and agrees to continue to provide Executive with such access. Executive agrees that during the course of his employment by the Company, Executive has represented and will represent the Company and its Affiliates and develop contacts and relationships with other persons and entities on behalf of the Company and its Affiliates, including but not limited to, with customers and potential customers. To protect the Company’s interest in its Confidential Information, contacts, and relationships, to protect and further the Company’s goodwill, to enforce Executive’s obligations under this Agreement, and as a material inducement for the Company to enter into this Agreement, as well as for the consideration specified herein, Executive agrees and covenants that during his employment and for a two (2) year period after Executive’s employment is terminated for any reason (the “Restriction Period”), Executive shall not directly or indirectly, for himself or others, (whether for compensation or otherwise) in the United States of America and its territories:

(i) engage in any business or activity with any Competitive Business (as defined below);

Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of a Competitive Business that are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such Competitive Business and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Competitive Business. Additionally, Executive shall not be in breach of his obligations under this Section 8.1 by reason of any indirect ownership of less than 5% of any non-public Competitive Business arising from a passive ownership interest in a partnership, mutual fund or other collective investment vehicle with respect to which Executive has no investment discretion or control, and to which Executive provides no investment or other business advice or services.

8.2 Non-Solicitation. Executive agrees that he has had, during the course of Executive’s employment by the Company, and will continue to have, during the course of this Agreement, access to, and the benefit of, the Company’s Confidential Information (as defined below), and the Company promises and agrees to continue to provide Executive with such access. Executive agrees that during the course of his employment by the Company, Executive has represented and will represent the Company and its Affiliates and develop contacts and relationships with other persons and entities on behalf of the Company and its Affiliates, including but not limited to, with customers and potential customers. To protect the Company’s interest in its Confidential Information, contacts, and relationships, to protect and further the Company’s goodwill, to enforce Executive’s obligations under this Agreement, and as a material inducement for the Company to enter into this Agreement, as well as for the consideration specified herein, Executive covenants and agrees that during the Restriction Period, Executive shall not directly or indirectly (i) influence or attempt to influence or solicit any employees, or independent contractors of the Company or any of its Affiliates to restrict, reduce, sever or otherwise alter their relationship with the Company or such Affiliates or assist any other person to do so, (ii) hire any senior executives of the Company or any of its Affiliates or assist any other person in doing so, (iii) induce or attempt to induce or otherwise counsel, advise, encourage or solicit any current or prospective client, customer, vendor, business partner, distributor, or supplier of the Company or any of its Affiliates to terminate its relationship with the Company or its Affiliates or otherwise interfere in any way with such relationship, or (iv) assist any other person or entity in any way to do, or attempt to do, anything prohibited by Sections 8.2(i), (ii), or (iii). The restrictions in Section 8.2(i) and (ii) shall not apply with regard to (i) general solicitations that are not specifically directed to employees of the Company or any Affiliate, or (ii) serving as a reference at the request of an employee.

8.3 Confidentiality.

(a) During the course of his past employment, the Company has provided, and agreed to provide, and during the course of his employment under this Agreement, Executive has and will acquire access to, and the Company promises to provide his access to, certain Confidential Information (as defined below) of the Company. In return for the consideration, compensation and benefits that Executive has and will receive during the course of his employment, including the receipt of Confidential Information and those provided for in this Agreement, Executive shall not, during the Term or at any time thereafter directly or indirectly,

disclose, reveal, divulge or communicate to any person other than authorized officers, directors and employees of the Company or use or otherwise exploit for Executive’s own benefit or for the benefit of anyone other than the Company, any Confidential Information (as defined below). Executive shall not have any obligation to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by an order of any court or other governmental authority; provided, however, that in the event disclosure is requested, Executive shall provide the Company with prompt written notice of such request prior to making any disclosure so that the Company may seek an appropriate protective order.

8.4 Assignment of Inventions.

(b) Whether during or after the Term, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary

for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.

8.5 Return of Company Property. Within ten (10) days following the date of any termination of Executive’s employment, for any reason, Executive or Executive’s personal representative shall return all property of the Company and its Affiliates in Executive’s possession, including but not limited to all Confidential Information, Company-owned computer equipment (hardware and software), facsimile machines, Blackberry, tablet computers and other communication devices, credit cards, office keys, security access cards, badges, identification cards and all copies (including drafts) of any documentation or information (however stored) relating to the business of the Company and its Affiliates, its customers and clients or its prospective customers and clients; provided, however, that Executive shall be entitled to retain the telephone number associated with the cellular phone made available for his use. Anything to the contrary notwithstanding, Executive shall be entitled to retain (i) personal papers and other materials of a personal nature, provided that such papers or materials do not include Confidential Information, (ii) information showing Executive’s compensation or relating to reimbursement of expenses, and (iii) copies of plans, programs and agreements relating to Executive’s employment, or termination thereof, with the Company and its Affiliates which he received in Executive’s capacity as a participant.

8.7 Cooperation. During and following the Term, Executive shall give Executive’s assistance and cooperation willingly, upon reasonable advance notice (which shall include due regard to the extent reasonably feasible for Executive’s employment obligations and prior commitments), in any matter relating to Executive’s position with the Company and its Affiliates, or Executive’s knowledge as a result thereof as the Company may reasonably request, including Executive’s attendance and truthful testimony where deemed appropriate by the Company, with respect to any investigation or the Company’s (or an Affiliate’s) defense or prosecution of any existing or future claims or litigations or other proceeding relating to matters in which he was involved or had knowledge by virtue of Executive’s employment with the

Company. The Company will reimburse Executive for reasonable out-of-pocket travel costs and expenses incurred by him (in accordance with Company policy) as a result of providing such requested assistance, upon the submission of the appropriate documentation to the Company.

8.8 Non-Disparagement. During Executive’s employment with the Company and its Affiliates and at any time thereafter, (i) Executive agrees not to disparage or encourage or induce others to disparage the Company, any Affiliate, any of their respective employees that were employed during Executive’s employment with the Company or its Affiliates or any of their respective past and present, officers, directors, products or services (the “Company Parties”) and (ii) the Company shall instruct its executive officers and each member of the Board not to disparage Executive while such executive officers and directors are employed by, or providing services to, the Company. For purposes of this Section 8.8, the term “disparage” means making comments or statements to the press, to the Company’s or any Affiliate’s employees or to any individual or entity with whom the Company or any Affiliate has a business relationship (including, without limitation, any vendor, supplier, customer, client, business partner, or distributor), or any public statement, that in each case is intended to, or can be reasonably expected to, damage any of the Company Parties or Executive, as applicable. Notwithstanding the foregoing, nothing in this Section 8.8 shall prevent either party from making any truthful statement that is (A) necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, in the forum in which such litigation, arbitration or mediation properly takes place or (B) required by law, legal process or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with jurisdiction over such party.

8.10 Survival. This Section 8 shall survive any termination or expiration of this Agreement or employment of Executive.

If to the Company:

Moneygram International, Inc.

2828 N. Harwood Street, 15th Floor

Dallas, TX 75201

Attn: General Counsel

With copies to (which shall not constitute notice):

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

If to Executive:

The last address shown on the personnel records of the Company

With copies to (which shall not constitute notice):

Thompson & Knight LLP

One Arts Plaza,

1722 Routh Street, Suite 1500

Dallas, TX 75201

or to such other address as a party may notify the other pursuant to a notice given in accordance with this Section 11.

12. Miscellaneous.

12.3 Effectiveness; Entire Agreement; Amendment. This Agreement shall have no force or effect prior to the Effective Date, except for Section 6.4 and the provisions of Sections 6.6 and 8 triggered thereby. If for any reason prior to the Effective Date Executive’s employment terminates, this Agreement (excluding Section 6.4 and the provisions of Sections 6.6 and 8 triggered thereby) shall be void ab initio and neither the Company nor Executive shall have any rights or obligations hereunder except as provided under Section 6.4 hereof (and the provisions of Sections 6.6 and 8 triggered thereby). This Agreement and the other agreements, plans and documents referenced herein, the Non-Qualified Stock Option Agreement dated August 11, 2009, the Non-Qualified Stock Option Agreement dated February 17, 2010, the Non-Qualified Stock Option Agreement dated July 11, 2011, the Non-Qualified Stock Option Agreement dated November 17, 2011, the Non-Qualified Stock Option Agreement dated March 21, 2012, the Global Performance-Based Restricted Stock Unit Award Agreement dated February 26, 2013, the Global Stock Option Agreement dated February 26, 2013, Global Stock Appreciation Right Agreement dated February 26, 2013, Global Long-Term Incentive Cash Performance Award Agreement dated February 26, 2013, the Global Time-Based Restricted Stock Unit Award Agreement dated February 24, 2014, the Global Performance-Based Restricted Stock Unit Award Agreement dated February 24, 2014, the Cash Retention Award Agreement dated December 10, 2014, the Global Time-Based Restricted Stock Unit Award Agreement dated February 25, 2015, the Global Performance-Based Restricted Stock Unit Award Agreement dated February 25, 2015, and the Company’s charter and bylaws, contain the entire understanding of the parties with respect to the employment of Executive by the Company and supersede, on and after the Effective Date, and incorporate any and all prior agreements, both written or oral, including but not limited to the Term Sheet dated February 24, 2015 and the

Employee Trade Secret, Confidential Information and Post-Employment Restriction Agreement dated August 11, 2009 between Executive and the Company. Notwithstanding the foregoing, the Severance Agreement dated August 11, 2009 between Executive and the Company shall terminate and be superseded in its entirety on the date hereof. This Agreement may not be amended or revised except by a writing signed by the parties.

12.7 Code Section 409A.

deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest during the Delay Period at the prime rate, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

provided by Texas law. Each of the Company and Executive irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such court and any claim that such suit, action or proceeding brought in such court has been brought in an inconvenient forum and agrees that service of process in accordance with the foregoing sentences shall be deemed in every respect effective and valid personal service of process upon such party.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


MONEYGRAM INTERNATIONAL, INC.

By:		/s/ Steven Piano
Name:		Steven Piano
Title:		EVP HR

EXECUTIVE

/s/ W. Alexander Holmes
Name:		W. Alexander Holmes

EXHIBIT A

WAIVER AND RELEASE AGREEMENT

This Waiver and Release Agreement (hereinafter “Release”) is entered into among W. Alexander Holmes (hereinafter “Executive”), and Moneygram International, Inc. (the “Company”).

The parties previously entered into an employment agreement dated as of July 30, 2015 (the “Agreement”) pursuant to which Executive is entitled to certain payments and benefits upon termination of employment subject to the execution and non-revocation of this Release. Executive has had a termination of employment pursuant to such Agreement.

NOW THEREFORE, in consideration of certain payments and benefits under Executive’s Agreement, Executive and the Company agree as follows:

Executive acknowledges that this Release includes a waiver of any rights and claims arising under the ADEA. Executive acknowledges that the consideration Executive is receiving in exchange for the waiver of any rights and claims arising under the ADEA exceeds anything of value to which Executive is already entitled. Executive acknowledges that he was advised in writing to consult with an attorney before signing this Release. Executive represents and agrees that he fully understands his right to discuss all aspects of this Release with legal counsel of his choice, and, to the extent he deems appropriate, he has fully availed herself of this right. Executive acknowledges that Executive has been given a period of at least twenty-one (21) days to consider this Release (and the ADEA waiver contained herein) or has knowingly waived his right to do so. Executive understands that Executive may sign this Release prior to the end of such twenty-one (21) day period, but is not required to do so. Executive acknowledges that he has seven (7) days after Executive signs this Release to revoke it (the “Revocation Period”). Such revocation must be in writing and delivered either by hand, by overnight delivery service, or by certified mail, return receipt requested and postmarked within the Revocation Period. If Executive revokes this Release as provided herein, it shall be null and void. If Executive does not revoke this Release within the Revocation Period, this Release shall become enforceable and effective on the eight (8th) day after the Executive signs this Release (“Effective Date”). Executive understands that the Company will have no duty to pay his or provide his with the consideration, compensation and/or benefits set forth in Section 6 of the Agreement until the Effective Date of this Release.

Executive acknowledges that he: (a) has made his own investigation of the facts and is relying solely upon his knowledge and, if applicable, the advice of his own legal counsel in executing this Release; (b) is not relying on any statements, understandings, representations, expectations, agreements, or promises other than as set forth in this Release; (c) knowingly waives any claim that this Release was induced by any misrepresentation or nondisclosure and any right to rescind or avoid this Release based upon presently existing facts, known or unknown; (d) is entering into this Release freely and voluntarily with full understanding of its terms and after having been advised and having had the opportunity to seek and receive advice and counsel from his attorney, if applicable; and (e) has carefully read and understands all of the provisions of this Release. Executive acknowledges and agrees that the Company is relying upon these representations and warranties. These representations and warranties shall survive the execution of this Release.


EXECUTIVE


Name:		W. Alexander Holmes

MONEYGRAM INTERNATIONAL, INC.

By:
Name:		Steven Piano
Title:		EVP HR

Exhibit 99.1

LOGO

MoneyGram Announces Leadership Succession Plan

W. Alexander Holmes to Become Chief Executive Officer January 1, 2016

Pamela H. Patsley to Serve as Executive Chairman Through 2017

DALLAS (July 31, 2015) – MoneyGram (NASDAQ: MGI), a leading global money transfer and payment services company, announced today that its Board of Directors has chosen W. Alexander Holmes to serve as MoneyGram’s next chief executive officer, beginning on January 1, 2016. He will succeed MoneyGram chairman and CEO Pamela H. Patsley, who on the same date will assume the role of executive chairman for a minimum of two years. Holmes, currently the Company’s executive vice president, chief financial officer and chief operating officer, will join the MoneyGram Board by the start of his tenure as CEO.

“We are pleased to be moving forward with a succession plan that provides for an orderly leadership transition and builds on the strong, collaborative partnership that Pam Patsley and Alex Holmes have developed during the last six years,” said J. Coley Clark, chair of the human resources and nominating committee of the MoneyGram Board. “Alex has made many valuable contributions to our business and his proven leadership skills across a range of senior executive roles, as well as his extensive knowledge of the Company’s financial and business operations, make him highly qualified to serve as our next CEO. We are grateful to Pam for her service and accomplishments as CEO and are really pleased that she will be assuming the responsibilities of executive chairman through the end of 2017, ensuring a seamless leadership transition.”

“Alex has been a tremendous asset to MoneyGram since he first joined us in 2009, and I am excited that he will be the next leader to drive the Company’s growth and profitability while increasing our market share around the world,” said Patsley. “Alex’s exceptional record of success across multiple areas of our company, along with the central role he played in our recent transformation efforts, gives me great confidence in his ability to lead MoneyGram. That he succeeds to CEO from within the Company speaks to the incredibly talented team we have developed at MoneyGram. I am looking forward to continuing to work closely with Alex and our colleagues in the years ahead.”

In her role as executive chairman, Patsley will work closely with Holmes to oversee MoneyGram’s strategic planning efforts and help represent the Company in its interactions with customers, the financial community, regulators and government officials. She will also continue to lead the Board’s governance functions, take an active role in the MoneyGram Foundation, and speak out on issues affecting the money transfer industry.

“During Pam’s tenure as CEO, MoneyGram has worked diligently to address a range of opportunities and challenges facing the evolving money transfer industry,” said Seth W. Lawry, managing director at Thomas H. Lee Partners and a member of MoneyGram’s Board since 2008. “Among other things, Pam has played an instrumental role in growing MoneyGram’s agent network and customer base, allowing for the secure and efficient transfer of billions of dollars around the world. In addition, she has helped steer the Company through the crisis in the financial sector, overseen the resolution of significant legacy issues, and implemented the Company’s innovative self-service approach to technology-enabled money transfer services. Pam has also assembled a world-class management team and served as a terrific mentor to Alex, positioning him to become her natural successor.”

About W. Alexander Holmes

Alex Holmes has served as executive vice president, CFO and COO of MoneyGram since February 2014 and executive vice president and CFO since March 2012. He joined MoneyGram in 2009 as senior vice president for corporate strategy and investor relations. Holmes previously spent nine years at First Data Corporation and Western Union and has extensive experience in global financial services with in-depth expertise in the money transfer and payments industries. While at First Data, Holmes held a variety of positions including chief of staff to the CEO, head of investor relations and senior vice president of global sourcing & strategic initiatives. He is a graduate of the University of Colorado, where he earned a bachelor’s of science in business administration and accounting and a master’s of science in information technology.

About Pamela H. Patsley

Pam Patsley joined MoneyGram in January 2009 as Executive Chairman of the Company. She assumed the additional role of CEO in September 2009. Patsley is an experienced executive in the financial services industry. After almost six years at KPMG, she joined First USA, Inc. as CFO and later became president and CEO of Paymentech, Inc. until it was acquired by First Data Corporation. She then led First Data’s global expansion, serving as president of First Data International. Patsley currently sits on the boards of two other public companies: Texas Instruments, Inc. and Dr. Pepper Snapple Group, Inc. From 1996 to 2009, she served on the board of Molson Coors Brewing Company and its predecessor.

About MoneyGram Inc.

MoneyGram is a global provider of innovative money transfer services and is recognized worldwide as a financial connection to friends and family. Whether online, or through a mobile device, at a kiosk or in a local store, we connect

consumers any way that is convenient for them. We also provide bill payment services, issue money orders and process official checks in select markets. More information about MoneyGram International, Inc. is available at moneygram.com.

Media Contact:

Michelle Buckalew

214-979-1418

[email protected]

Investors:

Eric Dutcher

214-979-1400

[email protected]

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Form 8-K MONEYGRAM INTERNATIONAL For: Jul 29

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