MoneyGram 2005 Annual Report Download - page 124

United States version Exhibit 10.40
MONEYGRAM INTERNATIONAL, INC.
2005 OMNIBUS INCENTIVE PLAN
PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT
As Adopted February 15, 2006
(PBRS — US)
This Performance-Based Restricted Stock Agreement is between MoneyGram International, Inc., a Delaware corporation (Corporation) and
(Grantee) named in the accompanying Notice of Performance-Based Restricted Stock Grant (Notice). This Agreement is effective as of the date of grant set
forth in the Notice (Grant Date).
1. Share Award. The Corporation hereby awards the Grantee the shares (Shares) of Common Stock, par value $0.01 per share (Common Stock), of the
Corporation specified in the Notice, pursuant to the MoneyGram International, Inc. 2005 Omnibus Incentive Plan (Plan), and upon the terms and conditions,
and subject to the restrictions therein and hereinafter set forth.
2. Restrictions on Transfer and Restriction Period. During the period commencing on the Grant Date and terminating as set forth below (Restriction
Period), the Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered by the Grantee, except as hereinafter provided. The Restriction
Period shall lapse as follows:
(a) as to one-third (1/3) of the Earned Shares, on the later of (i) the first anniversary of the Grant Date or (ii) the Determination Date;
(b) as to one-third (1/3) of the Earned Shares, on the second anniversary of the Grant Date; and
(c) as to the remaining one-third (1/3) of the Earned Shares, on the third anniversary of the Grant Date.
Shares will be earned (Earned Shares), subject to forfeiture pursuant to paragraph 3, as provided in the Notice, which is made part hereof.
All Shares that are not earned shall be forfeited and returned to the Corporation on the Determination Date. The Restriction Period shall lapse and full
ownership of Earned Shares will vest at the end of the Restriction Period with respect thereto, subject to forfeiture pursuant to paragraph 3.
The Board and the Committee shall have authority as specified by the Plan, including authority to accelerate the time at which any or all of the restrictions
shall lapse with respect to any Earned Shares, prior to the expiration of the Restriction Period with respect thereto, or to remove any or all of such restrictions,
whenever it may determine that such action is appropriate by reason of change in applicable tax or other law, or other change in circumstances.
3. Forfeiture and Repayment Provisions.
(a) Termination of Employment. Except as provided in this paragraph 3 and in paragraph 8 below or as otherwise may be determined by the Board, if
the Grantee ceases to be an employee of the Corporation or any of its Affiliates for any reason, all Shares or Earned Shares which at the time of such
termination of employment are subject to the restrictions imposed by paragraph 2 above shall upon such termination of employment be forfeited and returned
to the Corporation. Except as otherwise specifically determined by the Committee in its absolute discretion on a case by case basis, if the Grantee is
terminated by the Corporation or any of its Affiliates for any reason other than for cause, or if the Grantee ceases to be an employee of the Corporation or any
of its Affiliates by reason of death or total or partial disability, full ownership of the Earned Shares will vest at the end of the applicable Restriction Period as
set forth in paragraph 2. If the Grantee ceases to be an employee of the Corporation or any of its Affiliates by reason of