MoneyGram 2005 Annual Report Download - page 130

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United States version Exhibit 10.41
MONEYGRAM INTERNATIONAL, INC.
2005 OMNIBUS INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
As Adopted February 15, 2006
(NQSO — US)
This Non-Qualified Stock Option Agreement is between MoneyGram International, Inc., a Delaware corporation (Corporation) and the person (Grantee)
named in the accompanying Notice of Stock Option Grant (Notice). This Agreement is effective as of the date of grant set forth in the Notice (Grant Date).
The Corporation desires to provide Grantee with an opportunity to purchase shares of the Corporation's Common Stock, par value $0.01 (Common Stock),
as provided in this Agreement, in order to carry out the purpose of the MoneyGram International, Inc. 2005 Omnibus Incentive Plan (Plan).
The Corporation hereby grants to Grantee, effective as of the Grant Date, the right and option (Option) to purchase all or any part of the aggregate number
of shares of Common Stock set forth in the Notice, on the terms and conditions contained in this Agreement and in accordance with the terms of the Plan. The
Option is not intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the Code). The
per share purchase price of the shares subject to the Option shall be the purchase price per share set forth in the Notice.
1. Option Period and Termination of Employment of Grantee. The period during which this Option may be exercised (Option Period) is the period
beginning on the date hereof and ending ten (10-) years from such date, subject to Section 2 below, and during this period this Option may be exercised only
by the Grantee personally and while an employee of the Corporation or a subsidiary or division thereof (Affiliate), except that:
(a) If the Grantee ceases to be an employee of the Corporation or any Affiliate of the Corporation for any reason, excluding death, disability, retirement
and termination of employment for cause, the option rights hereunder (as they exist on the day the Grantee ceases to be an employee) may be exercised only
within a period of three (3) months thereafter, subject to the notice requirements and forfeiture provisions set forth below, or prior to the expiration of the
Option Period, whichever shall occur sooner. If Grantee is an employee and is terminated for cause all option rights subject to this Agreement shall expire
immediately upon the giving to such Grantee of notice of such termination.
(b) If the Grantee ceases to be an employee of the Corporation or any Affiliate of the Corporation due to death, or dies within the three month or two year
periods referred to in Sections (a) or (c) of this Section 1, the option rights hereunder (as they exist immediately prior to the Grantee's death) may be exercised
by the Grantee's personal representative only during a period of twelve (12) months thereafter in the case of death and only during a period of two (2) years
thereafter in the case of disability, provided, if the Grantee dies within such two-year period, any unexercised option held by the Grantee will, notwithstanding
the expiration of such two-year period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of twelve
(12) months from the date of such death, subject in each case to the notice requirements set forth below, or prior in each case to the expiration of the Option
Period, whichever shall occur sooner.
(c) If the Grantee ceases to be an employee of the Corporation or any Affiliate of the Corporation by reason of disability, the option rights hereunder (as
they exist on the day the Grantee ceases to be an employee) may be exercised only within a period of two (2) years thereafter, subject to Section 2 below
including the notice requirements set forth therein, or prior to the expiration of the Option Period, whichever shall occur sooner.
(d) If the Grantee ceases to be an employee of the Corporation or any Affiliate of the Corporation by reason of retirement, the option rights hereunder (as
they exist on the day the Grantee ceases to be an employee) may be exercised only within a period of five (5) years thereafter, subject to the terms and
conditions of this Agreement