MoneyGram 2011 Annual Report Download - page 166

Exhibit 10.64
MoneyGram International, Inc.
Non−Employee Director Compensation Arrangements
Revised as of September 28, 2011
The following compensation program is available to non−employee directors of MoneyGram International, Inc.
Retainers and Fees for Non−Employee Directors (effective as of January 1, 2012)
An annual Board membership retainer of $90,000 shall be paid to each non−employee director. The retainer shall be made in arrears in four equal
installments on the first business day following March 31, June 30, September 30, December 31 (each a “Payable Date”).
The Chair of the Audit committee shall receive an additional $15,000 in cash per year of Chairmanship; payment will be made in arrears in four equal
installments on each Payable Date.
The Chair of the Human Resources and Nominating committee shall receive an additional $7,500 in cash per year of Chairmanship; payment will be made
in arrears in four equal installments on each Payable Date.
Non−employee directors are also reimbursed for their expenses for each Board or committee meeting attended. To the extent that any taxable
reimbursements are provided, they shall be made or provided in accordance with Section 409A of the Internal Revenue Code and the Treasury Regulations
thereunder.
Equity Awards for Non−Employee Directors (effective as of the 2012 annual meeting)
Under the MoneyGram International, Inc. 2005 Omnibus Incentive Plan, as amended, each non−employee director, at the annual meeting in May, shall
receive a restricted stock unit (“RSU”) covering shares of common stock the fair market value of which shall be equal to $90,000, as determined by the per
share closing price of the common stock on the New York Stock Exchange, as reported in the consolidated transaction reporting system, on the date of
award of the RSU. RSUs awarded under this program shall be payable in shares.
Each RSU shall vest in full, if at all, upon the first anniversary of the date of award of such RSU. If a director voluntarily resigns such director’s Board
membership prior to the completion of the one year vesting period, then such director’s RSU shall be forfeited in whole. Notwithstanding the foregoing, a
director’s RSUs then outstanding (i.e. granted and not previously forfeited) will vest immediately and in full upon (i) a change in control (as defined in the
standard Restricted Stock Unit Award Agreement approved for use under the MoneyGram International, Inc. 2005 Omnibus Incentive Plan) so long as the
director remains on the Board through the date immediately prior to the change in control; or (ii) the director ceases Board membership due to death or
disability.
Proration of Retainer and Equity Awards
With respect to Directors who join the Board during a year, the Board may prorate such Director’s retainer and/or equity award as it deems appropriate.
Amendment or Termination
The Board may amend, alter, suspend, discontinue or terminate this program at any time.