MoneyGram 2011 Annual Report Download - page 234

Executive’s duties. Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined
in writing by a qualified independent physician mutually acceptable to Executive and the Company. 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.
2. At−Will Employment. Executive’s employment is at−will and may be terminated by either Executive or Company at any time and for any reason.
3. Termination by the Company without Cause. If at any time on or after the first anniversary of the date Executive first became an employee of the
Company Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability), Executive shall be entitled to
receive the following payments, each of which shall at all times be made so as to satisfy the requirements of Section 409A of the Internal Revenue Code of
1986, as amended:
a. Salary Severance. A sum equal to Executive’s then current monthly base salary multiplied by twelve, which, subject to Section 5 hereof,
shall be payable in equal monthly installments on the last day of each month over the twelve month period following the date of termination of employment
and in accordance with the Company’s normal payroll practices in effect as of the date of Executive’s termination of employment; and
b. Bonus Severance. Provided that the Company actually achieves performance goals for the applicable performance period necessary for
participants in the Company’s Management Incentive Plan (the “MIP”) to receive cash bonuses pursuant to the MIP with respect to such performance
period and that such cash bonuses are actually paid, a sum equal to a pro rata portion (based on the period between the beginning of the applicable
performance period and the date of termination of Executive’s employment) of Executive’s cash bonus (up to Executive’s cash bonus at target level) under
the MIP payable for the year in which the termination of employment occurs, which, subject to Section 5 hereof, shall be paid in a lump sum payable when
such cash bonus under the MIP is regularly paid to other MIP participants for such year, and which amount shall in no event exceed a pro rata portion of
Executive’s annual target incentive opportunity for such year under the MIP.
Executive acknowledges and agrees that Executive shall not be entitled to any payment or other benefit pursuant to this Agreement in the event
Company terminates Executive’s employment for Cause or in the event Executive resigns his or her employment for any reason or in the event of
Executive’s death or Disability.
Executive acknowledges and agrees that as a condition precedent to receiving any payments pursuant to this Severance Agreement, Executive shall
have executed, within twenty−one (21) days, or if required for an effective release, forty−five (45) days, following Executive’s termination of employment,
a waiver and release substantially in the form attached hereto as Exhibit A and the applicable revocation period set forth in such release shall have expired.
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