MoneyGram 2005 Annual Report Download - page 144

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Exhibit 10.43
MONEYGRAM INTERNATIONAL, INC.
2005 OMNIBUS INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT FOR DIRECTORS
As Adopted February 15, 2006
(NQ — DIR)
This Non-Qualified Stock Option Agreement is between MoneyGram International, Inc., a Delaware corporation (Corporation) and the person (Director or
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 Director 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 Director, 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 Service of Director. 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 Director personally and while a director of the Corporation, except that:
(a) If the Director ceases to be a director of the Corporation for any reason, excluding death, disability, or retirement, the option rights hereunder (as
they exist on the day the Director ceases to be a director) 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.
(b) If the Director ceases to be a director of the Corporation due to death, or dies within the three month or three year periods referred to in Sections
(a) or (c) of this Section 1, the option rights hereunder (as they exist immediately prior to the Director's death) may be exercised by the Director's personal
representative only during a period of twelve (12) months thereafter in the case of death and only during a period of three (3) years thereafter in the case of
disability, provided, if the Director dies within such three-year period, any unexercised option held by the Director will, notwithstanding the expiration of
such three-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 Director ceases to be a director of the Corporation by reason of disability, the option rights hereunder (as they exist on the day the Director
ceases to be such director) may be exercised only within a period of three (3) 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 Director ceases to be a director of the Corporation at or after the age of 65 years, the Director shall be deemed to have retired for purposes of
this Agreement and the option rights hereunder (as they exist on the day the Director ceases to be such director) may be exercised only within a period of
five (5) years thereafter, subject to the terms and conditions of this Agreement, including the notice requirements and non-compete provisions set forth
below, or prior to the expiration of the Option Period, whichever shall occur sooner.
2. Method of Exercise of this Option. This Option may be exercised in the manner hereinafter prescribed, in whole or in part, at any time or from time to
time, during the Option Period as follows.