MGI Current report filing (8-K) EXHIBIT 10.01

 

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The next is an excerpt from a 8-Okay SEC Submitting, filed by MONEYGRAM INTERNATIONAL INC on 7/16/2009.


Earlier Part

MONEYGRAM INTERNATIONAL INC – 8-Okay – 20090716 – EXHIBIT_10

Exhibit 10.01


SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS

This Separation Settlement and Launch of All Claims (“Agreement”) is entered into by and between
Teresa H. Johnson (“Ms. Johnson”) and MoneyGram Worldwide, Inc., a Delaware company, and
its predecessors, successors, associates, subsidiaries and associated corporations (“MoneyGram”). This
Settlement is efficient as of the date it’s duly executed by each events.

A. MoneyGram employs Ms. Johnson within the place of Government Vice President, Basic Counsel
and Secretary.

B. MoneyGram and Ms. Johnson have mutually agreed upon the next funds, advantages, and
different phrases and situations below which they are going to finish their employment relationship and resolve all
precise and potential disputes between them.

Due to this fact, MoneyGram and Ms. Johnson agree as follows:


1. 


Termination of Employment


.

Ms. Johnson’s employment with MoneyGram shall terminate due
to retirement efficient September 30, 2009 (the “Separation Date”). As of the Separation Date, Ms.
Johnson hereby resigns from all positions she holds with MoneyGram and/or its mum or dad, subsidiary or
affiliate corporations.


2. 


Consulting Settlement


.

On the Separation Date, Ms. Johnson and MoneyGram shall enter
right into a consulting settlement (the “Consulting Agreement”) in considerably the shape connected hereto
as Exhibit A.


3. 


Launch of Claims by Ms. Johnson


.

In consideration for the receipt of the funds and
different advantages described on this Settlement, to which Ms. Johnson understands and acknowledges she
might not in any other case be entitled with out executing this Settlement, Ms. Johnson hereby releases and
perpetually discharges MoneyGram, its mum or dad corporations, predecessors, successors, associates,
subsidiaries, associated corporations, shareholders, and their respective members, managers, companions,
staff, officers, brokers, and administrators (individually a “Released Party” and collectively the
“Released Parties”) from any and all claims and causes of motion, identified or unknown, in opposition to any of
the Launched Events, together with however not restricted to:

3.1 All claims arising out of or regarding Ms. Johnson’s employment with MoneyGram
and/or Ms. Johnson’s separation from that employment.

3.2 All claims arising out of or regarding the statements, actions, or omissions
of the Launched Events.

3.3 All claims for any alleged illegal discrimination, harassment, retaliation or
reprisal, or different alleged illegal practices arising below any federal, state, or
native statute, ordinance, or regulation, together with with out limitation, claims below
Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in
Employment Act of 1967, as amended; the Individuals with Disabilities Act of 1990, as
amended; the Household and Medical Depart Act of 1993; the Equal Pay Act of 1963; the
Employee Adjustment and Retraining Notification Act; the Worker Retirement Earnings
Safety Act of 1974; the Truthful Credit score Reporting Act; the Minnesota Human Rights Act,
another federal, state or native anti-discrimination acts, state wage fee
statutes and non-interference or non-retaliation statutes.

3.4 All claims for alleged wrongful discharge; breach of contract; breach of implied
contract; failure to maintain any promise; breach of a covenant of fine religion and honest
dealing; breach of fiduciary responsibility; promissory estoppel; Ms. Johnson’s actions, if
any, as a “whistleblower”; defamation; infliction of emotional misery; fraud;
misrepresentation; negligence; harassment; retaliation or reprisal; constructive
discharge; assault; battery; false imprisonment; invasion of privateness; interference
with contractual or enterprise relationships; another wrongful employment practices;
and violation of another precept of frequent regulation.

3.5 All claims for compensation of any variety, together with with out limitation,
fee funds, bonus funds, trip pay, expense reimbursements,
reimbursement for well being and welfare advantages, and perquisites, besides as in any other case
supplied on this Settlement and the Consulting Settlement.

3.6 All claims for again pay, entrance pay, reinstatement, different equitable reduction,
compensatory damages, damages for alleged private harm, liquidated damages, and
punitive damages.

3.7 All claims for attorneys’ charges, prices, and curiosity, besides as in any other case
supplied on this Settlement.

3.8 All claims, together with with out limitation, claims for any funds or advantages
below the MoneyGram Worldwide, Inc. Particular Government Severance Plan (Tier I)
(the “Special Severance Plan”) and the Amended and Restated MoneyGram Worldwide,
Inc. Government Severance Plan (Tier I) (the “Severance Plan”), and claims associated to
any proper to take part within the Particular Severance Plan and the Severance Plan.

MoneyGram acknowledges and agrees, nevertheless, that Ms. Johnson doesn’t launch (i)

 

any
claims that the regulation doesn’t enable to be waived by personal settlement, (ii) any claims which are
primarily based on occasions occurring after the date on which Ms. Johnson indicators this Settlement, or (iii) any
claims to indemnification or insurance coverage protection, together with however not restricted to, “D & O coverage”,
that she might have with respect to any claims made or threatened in opposition to her in her capability as an
officer or worker of MoneyGram.

Ms. Johnson agrees to execute and ship to MoneyGram an extra launch (the “Release”) in
considerably the shape connected hereto as Exhibit B inside sixty (60) days of the Separation Date.


4. 


Funds and Advantages


.

Particularly in consideration of the discharge of claims on this
Settlement, topic to Ms. Johnson signing and never revoking this Settlement and topic to Ms.
Johnson well timed executing and never revoking the Launch within the time interval prescribed above,
MoneyGram shall make the next funds and supply the next advantages to Ms. Johnson:

4.1

Severance

. A fee within the quantity of $875,000, much less any and all
relevant voluntary and required withholdings, representing wage severance,
payable in a lump sum fee on the primary enterprise day of the seventh month
following Ms. Johnson’s “separation from service.”

4.2

Bonus

. Supplied that (i)(x) MoneyGram truly achieves the standards
requisite to make funds in respect of awards for 2009 below the Administration and
Line of Enterprise Incentive Plan (the “MIP”) or (y)  the Board of Administrators of
MoneyGram (the “Board”) or the suitable committee of the Board authorizes
MoneyGram to make funds in respect of MIP awards as if the requisite standards for
2009 had been met for such 12 months below the MIP and (ii) MoneyGram in reality makes
funds in respect of MIP awards for 2009 to all or considerably all the
MoneyGram Management Crew MIP individuals for such 12 months, Ms. Johnson shall be
eligible to obtain a MIP award for 2009, which shall be prorated primarily based on the
Separation Date; supplied that such quantity shall in no occasion exceed 75% of Ms.
Johnson’s annual goal incentive alternative for 2009 below the MIP. Any such
quantity, if paid shall be paid on the date funds are made to different MIP
individuals, however in no occasion later than March 15 of the 12 months instantly following
the 12 months wherein such fee is not topic to a considerable threat of
forfeiture throughout the that means of Part 409A of the Inner Income Code of 1986
and the Treasury rules promulgated thereunder (“Section 409A”).

4.3

Particular Retirement Advantages

. Ms. Johnson or her beneficiaries shall be
paid such particular retirement advantages below the MoneyGram Supplemental Pension Plan
(“SERP”) as she would have been entitled to be paid had her employment been
terminated by MoneyGram with out “Cause” (as such time period is outlined within the Particular
Severance Plan) on the Separation Date, as computed in accordance with Part 6(c)
of the Particular Severance Plan. All such advantages shall be payable in accordance
with the phrases and situations of Part 6(c) of the Particular Severance Plan, and no
further enhancements shall be made to Ms. Johnson’s SERP advantages below the phrases
of the SERP or in any other case.

4.4

Attorneys’ Charges

. Upon receipt of invoices, and topic to a cap of
$7,500, MoneyGram shall pay Ms. Johnson’s cheap authorized charges related to the
evaluate, negotiation and execution of this Settlement.

4.5

Different Advantages

. MoneyGram shall pay to Ms. Johnson, as quickly as
practicable however no later than (30) days following the Separation Date, in a lump sum
fee, (i) Ms. Johnson’s unpaid however accrued wage as of the Separation Date, (ii)
Ms. Johnson’s unused trip days for 2009, and (iii) Ms. Johnson’s accrued however
unpaid enterprise bills as of the Separation Date which are topic to reimbursement
in accordance with MoneyGram’s coverage.


5. 


Different Profit Coverages after Separation Date


.

Ms. Johnson’s different profit coverages
not addressed in Part 4 above are affected as follows:

5.1 Ms. Johnson’s participation within the MoneyGram Worldwide, Inc. 401(ok) Program
(“401(k) Program”) and MoneyGram’s matching obligation below the 401(ok) Program will
stop as of the Separation Date, and any distribution of the 401(ok) Program’s funds
will probably be in accordance with the provisions of the 401(ok) Program.

5.2 The MoneyGram Pension Plan was frozen efficient December 31, 2003. Funds resulting from
Ms. Johnson below the MoneyGram Pension Plan, if any, will probably be distributed to Ms.
Johnson in accordance with the provisions of the MoneyGram Pension Plan.

5.3 Ms. Johnson’s enterprise journey accident, short-term incapacity and long-term
incapacity coverages will stop as of the Separation Date. Shortly following the
Separation Date, Ms. Johnson will obtain info relating to the choice, if any,
for conversion of Ms. Johnson’s group long-term incapacity protection to particular person
protection which such conversion, if any, shall be at Ms. Johnson’s sole expense.
MoneyGram shall present Ms. Johnson with the suitable to elect to proceed group
medical and dental insurance coverage protection after the Separation Date, below 29 U.S.C. §
1161 et seq. (generally often known as “COBRA”). Ms. Johnson shall be solely accountable
for paying her portion of the premiums, which premiums shall be the printed
month-to-month charge of group medical health insurance below COBRA. MoneyGram acknowledges that Ms.
Johnson qualifies for retiree medical insurance coverage protection, having happy the
eligibility necessities, and shall stay an eligible lined retiree, having met
each the age and repair necessities of 10 years of service and age 55 previous to the
Separation Date.

5.4 Ms. Johnson might possess exercisable Viad Corp. and/or MoneyGram Worldwide,
Inc. Inventory Possibility rights. Ms. Johnson agrees to look at MoneyGram’s coverage on
insider buying and selling and won’t buy or promote MoneyGram inventory whereas in possession of
inside info, or previous to the following window interval that begins at or after Ms.
Johnson’s Separation Date. All such rights should be exercised throughout the respective
time durations set forth within the relevant inventory choice agreements or they are going to
expire. Ms. Johnson might train her MoneyGram Worldwide, Inc. Inventory Choices,
if any, by contacting Carrie Shober at 952-591-3062, through the Web
(

www.etrade.com/stockplans

) or by contracting E*Commerce at 1-800-387-2331.
Ms. Johnson might train her Viad Corp Inventory Choices, if any, by contacting Debi
Atkins at 602-207-5803, through the Web (

www.etrade.com/stockplans

) or by
contacting E*Commerce at 1-800-387-2331.

5.5 Funds due Ms. Johnson, if any, below the MoneyGram Worldwide, Inc. Deferred
Compensation Plan will probably be paid to Ms. Johnson in accordance with the provisions of
that plan.


6. 


Taxes


.

6.1

Gross-Up Funds

. Something on this Settlement on the contrary
however, and besides as set forth under, within the occasion that it will likely be
decided that Ms. Johnson’s Funds (as hereinafter outlined) could be topic to
the Excise Tax, then Ms. Johnson will probably be entitled to obtain a further fee
(the “Gross-Up Payment”) in an quantity such that, after fee by Ms. Johnson of all
taxes (and any curiosity and penalties imposed with respect thereto) and Excise Tax
imposed upon the Gross-Up Fee, Ms. Johnson retains an quantity of the Gross-Up
Fee equal to the Excise Tax imposed upon such Funds.

6.2

Dedication By Accountant

. Topic to the provisions of Part
6.3(ii), all determinations required to be made below this Part 6, together with
whether or not and when a Gross-Up Fee to Ms. Johnson is required, the quantity of such
Gross-Up Fee and the assumptions to be utilized in arriving at such
dedication, will probably be made by MoneyGram’s auditor or one other nationally acknowledged
accounting agency appointed by MoneyGram (the “Accounting Firm”). Within the occasion that
the Accounting Agency is serving as accountant or auditor for the person, entity
or group effecting the transaction which leads to the appliance of the Excise
Tax, Ms. Johnson might appoint one other nationally acknowledged accounting agency to make
the determinations required hereunder (which accounting agency shall then be referred
to because the Accounting Agency hereunder). The Accounting Agency will present detailed
supporting calculations each to MoneyGram and Ms. Johnson inside 15 enterprise days of
the receipt of discover from Ms. Johnson that there was a Fee, or such
earlier time as is requested by MoneyGram. All charges and bills of the Accounting
Agency will probably be borne solely by MoneyGram. Any Gross-Up Fee, as decided pursuant
to this Part 6, will probably be paid by MoneyGram to Ms. Johnson inside 5 days of the
receipt of the Accounting Agency’s dedication. Any dedication by the Accounting
Agency will probably be binding upon MoneyGram and Ms. Johnson. Because of the uncertainty
within the utility of Part 4999 of the Inner Income Code of 1986 (the “Code”)
on the time of the preliminary dedication by the Accounting Agency hereunder, it’s
doable that Gross-Up Funds that won’t have been made by MoneyGram ought to
have been made (the “Underpayments”), according to the calculations required to
be made hereunder. Within the occasion MoneyGram exhausts its cures pursuant to Part
6.3 and Ms. Johnson thereafter is required to make a fee of any Excise Tax, the
Accounting Agency will decide the quantity of the Underpayments which have occurred
and any such Underpayments will probably be promptly paid by MoneyGram to or for the profit
of Ms. Johnson.

6.3

Notification Required

. Ms. Johnson will notify MoneyGram in writing of
any declare by the Inner Income Service that, if profitable, would require the
fee by MoneyGram of the Gross-Up Fee. Such notification will probably be given as
quickly as practicable however no later than 10 enterprise days after Ms. Johnson is knowledgeable
in writing of such declare. Ms. Johnson will apprise MoneyGram of the character of such
declare and the date on which such declare is requested to be paid. Ms. Johnson is not going to
pay such declare previous to the expiration of the 30-day interval following the date on
which Ms. Johnson provides such discover to MoneyGram (or such shorter interval ending on
the date that any fee of taxes with respect to such declare is due). If MoneyGram
notifies Ms. Johnson in writing previous to the expiration of such interval that it
needs to contest such declare, Ms. Johnson shall:

 

(i)

 

Give MoneyGram any info fairly requested by
MoneyGram regarding such declare,

 

(ii)

 

Take such motion in reference to contesting such
declare as MoneyGram will fairly request in writing sometimes,
together with, with out limitation, accepting authorized illustration with respect
to such declare by an lawyer fairly chosen by MoneyGram,

 

(iii)

 

Cooperate with MoneyGram in good religion so as to
successfully contest such declare, and

 

(iv)

 

Allow MoneyGram to take part in any proceedings
regarding such declare; supplied, nevertheless, that MoneyGram will bear and pay
straight all prices and bills (together with further curiosity and
penalties) incurred in reference to such contest and shall indemnify and
maintain Ms. Johnson innocent, on an after-tax foundation, for any Excise Tax or
revenue tax, (together with curiosity and penalties) imposed because of such
illustration and fee of prices and bills. With out limitation on the
foregoing provisions of this Part 6.3, MoneyGram will management all
proceedings taken in reference to such contest and, at its sole
discretion, might pursue or forgo any and all administrative appeals,
proceedings, hearings and conferences with the relevant taxing authority
in respect of such declare and will, at its sole discretion, both direct Ms.
Johnson to pay the tax claimed and sue for a refund, or contest the declare
in any permissible method, and Ms. Johnson agrees to prosecute such contest
to a dedication earlier than any administrative tribunal, in a courtroom of
preliminary jurisdiction and in a number of appellate courts, as MoneyGram will
decide; supplied, nevertheless, that if MoneyGram directs Ms. Johnson to pay
such declare and sue for a refund, MoneyGram pays the quantity of such
fee to Ms. Johnson, and can indemnify and maintain Ms. Johnson innocent,
on an after-tax foundation, from any Excise Tax or revenue tax (together with
curiosity or penalties) imposed with respect to such fee or with respect
to any imputed revenue in reference to such fee; and supplied,
additional, that any extension of the statute of limitations regarding
fee of taxes for the taxable 12 months of Ms. Johnson with respect to which
such contested quantity is claimed to be due is restricted solely to such
contested quantity. Moreover, MoneyGram’s management of the competition will probably be
restricted to points with respect to which the Gross-Up Fee could be
payable hereunder, and Ms. Johnson will probably be entitled to settle or contest,
because the case could also be, another concern raised by the Inner Income Service
or another taxing authority.

6.4

Reimbursement

. If, after the receipt by Ms. Johnson of a Gross-Up Fee or
an quantity paid by MoneyGram pursuant to Part 6.3, Ms. Johnson turns into entitled to
obtain any refund with respect to the Excise Tax to which such Gross-Up Fee
relates or with respect to such declare, Ms. Johnson will (topic to MoneyGram’s
compliance with the necessities of Part 6.3, if relevant) promptly pay to
MoneyGram the quantity of such refund (along with any curiosity paid or credited
thereon after taxes relevant thereto). If, after the receipt by Ms. Johnson of an
quantity paid by MoneyGram pursuant to Part 6.3, a dedication is made that Ms.
Johnson is not going to be entitled to any refund with respect to such declare and MoneyGram
doesn’t notify Ms. Johnson in writing of its intent to contest such denial of
refund previous to the expiration of 30 days after such dedication, then Ms. Johnson
is not going to be required to repay such quantity to MoneyGram, however the quantity of such
fee will offset, to the extent thereof, the quantity of Gross-Up Fee required
to be paid.

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6.5

Withholding

. However another provision of this Part 6,
MoneyGram might, in its sole discretion, withhold and pay over to the Inner Income
Service or another relevant taxing authority, for the advantage of Ms. Johnson,
all or any portion of any Gross-Up Fee.

6.6

Definitions

. The next phrases can have the next meanings for
functions of this Part 6:

 

(i)

 

“Excise Tax” shall imply the excise tax imposed below
Part 4999 of the Code, along with any curiosity or penalties imposed
with respect to such excise tax.

 

(ii)

 

A “Payment” shall imply any fee or distribution in
the character of compensation (throughout the that means of Part 280G(b)(2) of the
Code) to or for the advantage of Ms. Johnson, whether or not paid or payable
pursuant to this Settlement or in any other case.


7. 


Part 409A


.

7.1 The intent of the events is that funds and advantages below this Settlement
adjust to or be exempt from Part 409A and, accordingly, to the utmost extent
permitted, this Settlement shall be interpreted to be in compliance therewith. To
the extent that any provision hereof is modified so as to adjust to or be
exempt from Part 409A, such modification shall be made in good religion and shall,
to the utmost extent fairly doable, keep the unique intent and financial
profit to Ms. Johnson and MoneyGram of the relevant provision with out violating
the provisions of Part 409A. In no occasion in anyway will MoneyGram be chargeable for
any further tax, curiosity or penalties which may be imposed on Ms. Johnson below
Part 409A or any damages for failing to adjust to Part 409A.

7.2 A termination of employment shall not be deemed to have occurred for functions of
any provision of this Settlement offering for the fee of any quantities or advantages
topic to Part 409A upon or following a termination of employment except such
termination can be a “separation from service” throughout the that means of Part 409A
and, for functions of any such provision of this Settlement, references to a
“termination,” “termination of employment” or like phrases shall imply “separation from
service.” If Ms. Johnson is deemed on the date of termination to be a “specified
worker” throughout the that means of that time period below Part 409A(a)(2)(B), then with
regard to any fee or the availability of any profit that’s in any other case thought of
deferred compensation below Part 409A payable on account of a “separation from
service,” such fee or profit shall be made or supplied on the date which is the
earlier of (i) the expiration of the six (6)-month interval measured from the date of
such “separation from service” of Ms. Johnson, and (ii) the date of Ms. Johnson’s
dying (the “Delay Period”). Upon the expiration of the Delay Interval, all funds
and advantages delayed pursuant to this Part 7.2 shall be paid or reimbursed to Ms.
Johnson in a lump sum, and any remaining funds and advantages due below this
Settlement shall be paid or supplied in accordance with the conventional fee dates
specified for them herein. Within the occasion, any funds hereunder shall be delayed
for a interval exceeding the six (6)-month interval referred above, Ms. Johnson shall be
entitled to curiosity funds on the LIBOR charge accruing after such six (6)-month
interval on any funds delayed past such six (6)-month interval.

7.3 However something herein on the contrary, (i) all bills or different
reimbursements as supplied herein shall be payable in accordance with MoneyGram’s
insurance policies in impact sometimes, however in any occasion shall be made on or previous to
the final day of the taxable 12 months following the taxable 12 months wherein such bills
had been incurred by Ms. Johnson; (ii) no such reimbursement or bills eligible for
reimbursement in any taxable 12 months shall in any means have an effect on the bills eligible for
reimbursement in another taxable 12 months; (iii) the suitable to reimbursement or in-kind
advantages shall not be topic to liquidation or exchanged for an additional profit; and
(iv) any tax gross-up fee as supplied herein shall be made in any occasion no later
than the tip of the calendar 12 months instantly following the calendar 12 months wherein
Ms. Johnson remits the associated taxes (and any reimbursement of bills incurred due
to a tax audit or litigation shall be made no later than the tip of the calendar
12 months instantly following the calendar 12 months wherein the taxes which are the topic
of the audit or litigation are remitted to the taxing authority, or, if no taxes are
to be remitted, the tip of the calendar 12 months following the calendar 12 months wherein
the audit or litigation is accomplished).

7.4 For functions of Part 409A, Ms. Johnson’s proper to obtain any installment
funds pursuant to this Settlement shall be handled with no consideration to obtain a collection
of separate and distinct funds. Every time a fee below this Settlement
specifies a fee interval as regards to various days (e.g., “fee shall
be made inside sixty (60) days following the date of termination”), the precise date
of fee throughout the specified interval shall be throughout the sole discretion of
MoneyGram.


8. 


No Change of Management; No Proper to Take part


.

The events acknowledge and agree that
for all functions, there was no change of management (or change in management) of MoneyGram. With out
limiting the generality of the foregoing, the events particularly acknowledge and agree that there
has been no “Change of Control” as outlined within the Severance Plan or “Change in Control” as outlined
the SERP, and that, Ms. Johnson shouldn’t be entitled to any funds or advantages below both the
Severance Plan or the SERP or another funds, advantages, or rights that might come up because of this
of any change of management (or change in management) now or at any time sooner or later. Ms. Johnson
understands, acknowledges and agrees that she has no rights to any funds or advantages pursuant to
the Severance Plan or the Particular Severance Plan. Ms. Johnson, now and perpetually, hereby waives any
rights to take part as an “Executive” below the Severance Plan or as a “Participant” within the
Particular Severance Plan.


9. 


Claims Involving MoneyGram


.

Ms. Johnson warrants that she has not instituted, filed or
triggered others to file or institute any cost, grievance or motion in opposition to any Launched Get together. Ms.
Johnson warrants that, to the complete extent permitted by regulation, she is not going to file or institute any
cost, grievance or motion in opposition to any Launched Get together with respect to any issues arising earlier than
or on the date Ms. Johnson indicators this Settlement, apart from with respect to enforcement of this
Settlement and/or the Consulting Settlement. Ms. Johnson is not going to advocate or recommend to any
potential claimants or staff of MoneyGram or their attorneys or brokers that they provoke
claims or lawsuits in opposition to any Launched Get together, nor will Ms. Johnson voluntarily support, help, or
cooperate with any claimants or staff of MoneyGram or their attorneys or brokers in any claims
or lawsuits now pending or commenced sooner or later in opposition to any Launched Get together; supplied, nevertheless,
that nothing on this paragraph will probably be construed to stop Ms. Johnson from giving truthful
testimony in response to direct questions requested pursuant to a lawful subpoena throughout any future
authorized proceedings involving any Launched Get together. Additional, this Settlement doesn’t purport to restrict
any proper Ms. Johnson might should file a cost below any civil rights statute or to take part in
an investigation or continuing carried out by the Equal Employment Alternative Fee or different
investigative company. This Settlement does, nevertheless, waive and launch any proper to recuperate damages
or different reduction below any civil rights statute.


10. 


Submit-Employment Restrictions and Obligations


.

Ms. Johnson understands, acknowledges
and agrees that she continues to be certain by the post-employment restrictions and different obligations
set forth within the Worker Commerce Secret, Confidential Data and Submit-Employment Restriction
Settlement between Ms. Johnson and MoneyGram.


11. 


Non-Disparagement


.

Ms. Johnson hereby acknowledges that she shouldn’t be conscious of any acts
or practices of any Launched Get together that she is aware of or believes to be illegal or unethical. Ms.
Johnson agrees to not categorical any derogatory or damaging statements about any Launched Get together, the
administration of MoneyGram or MoneyGram’s enterprise situation in any public means or to anybody who might
make these statements public. MoneyGram shall instruct each the Government Chairman of the Board
and the President and Chief Government Officer of MoneyGram to not knowingly disparage, criticize,
or in any other case make any derogatory statements relating to Ms. Johnson in any communications made in a
public method. Ms. Johnson and MoneyGram perceive and acknowledge that this non-disparagement
provision is a fabric inducement to the making of this Settlement and that if both occasion
breaches this provision, the opposite occasion will probably be entitled to pursue its authorized and equitable
cures, together with with out limitation, the suitable to recuperate damages (together with however not restricted to
any quantities paid and/or owing below this Settlement) and to hunt injunctive reduction. It’s
understood and acknowledged that nothing on this Part 11 will probably be construed to stop both
occasion from giving truthful testimony in response to direct questions requested pursuant to a lawful
subpoena throughout any future authorized proceedings.


12. 


Time to Contemplate Settlement


.

Ms. Johnson understands and acknowledges that she might take
twenty-one (21) calendar days to resolve whether or not to signal this Settlement (“Consideration Period”).
Ms. Johnson represents that if she indicators this Settlement earlier than the expiration of the Consideration
Interval, it’s as a result of she has determined that she doesn’t want any further time to resolve whether or not
to signal this Settlement. Ms. Johnson additional agrees that any modifications, materials or in any other case, made
to this Settlement don’t restart or have an effect on in any method the unique Consideration Interval.
However any provision of this Settlement on the contrary, no funds below this Settlement
shall be paid if, inside 60 days following the date of this Settlement, Ms. Johnson has not signed,
with all durations of revocation expired, this Settlement.


13. 


Proper to Rescind or Revoke


.

Ms. Johnson understands and acknowledges that she has
fifteen (15) days to revoke the discharge of any claims below the Age Discrimination in Employment
Act (“ADEA”) and/or the Minnesota Human Rights Act (“MHRA”). Ms. Johnson understands and
acknowledges that if she needs to revoke the above-referenced launch of claims below the ADEA
and/or the MHRA after she has signed this Settlement, the revocation should be in writing and
hand-delivered or mailed to MoneyGram. If hand-delivered to MoneyGram, the revocation should be:
(a) addressed and delivered to President, MoneyGram Worldwide, Inc., 1550 Utica Avenue South,
M.S. GHQ-8020, Minneapolis, MN 55416, throughout the fifteen-day interval. If mailed to MoneyGram, the
revocation should be: (a) postmarked throughout the fifteen-day interval; (b) addressed to President,
MoneyGram Worldwide, Inc., 1550 Utica Avenue South, M.S. GHQ-8020, Minneapolis, MN 55416; and
(c) despatched by licensed mail, return receipt requested. Within the occasion that Ms. Johnson gives a
well timed revocation pursuant to this Part 13, MoneyGram might, in its sole discretion, (a) void this
Settlement in its entirety, or (b) void the discharge of Ms. Johnson’s ADEA and/or MHRA claims however
implement the rest of this Settlement in line with its phrases.


14. 


Return of Tools


.

Besides as essential to render consulting providers to MoneyGram
below the Consulting Settlement, Ms. Johnson shall, previous to or on the Separation Date, diligently
find all of MoneyGram’s property inside her possession and return to MoneyGram all of MoneyGram’s
property and data inside her possession. Such property contains, however shouldn’t be restricted to,
bank cards, computer systems, copy machines, facsimile machines, lap high computer systems, Blackberries,
pagers, entry playing cards, keys, constructing passes, laptop software program, manuals, journals, diaries, recordsdata,
lists, codes, paperwork, correspondence, and methodologies specific to MoneyGram and any and all
copies thereof. Furthermore, Ms. Johnson is strictly prohibited from destroying, obliterating or
altering any of MoneyGram’s property lined by this part, and Ms. Johnson is strictly
prohibited from making copies, or directing copies to herself by way of e-mail or different transmission,
of any of MoneyGram’s property lined by this part. After the Separation Date, Ms. Johnson
agrees to promptly reply to any cheap request by MoneyGram to return MoneyGram property in
her possession and/or management, and Ms. Johnson additional agrees that ought to she later uncover any
MoneyGram property in her possession and/or management, she is going to promptly return it to MoneyGram
and not using a particular request by MoneyGram to take action.


15. 


Cheap Requests; Indemnification


.

15.1 Along with the consulting providers to be supplied pursuant to the
Consulting Settlement, Ms. Johnson will make herself out there to MoneyGram both by
phone or, if MoneyGram believes obligatory, in particular person upon cheap request and
discover, to help MoneyGram in reference to any matter regarding providers
carried out by her on behalf of MoneyGram previous to the Separation Date. Ms. Johnson
additional agrees that she is going to cooperate totally with MoneyGram within the protection or
prosecution of any claims or actions now in existence or which can be introduced or
threatened sooner or later in opposition to or on behalf of MoneyGram, its administrators,
shareholders, officers, or staff, together with, however not restricted to, showing in
particular person to behave as a witness with respect to such claims. Ms. Johnson will cooperate
in reference to such claims or actions together with, with out limitation, making
herself out there in particular person to arrange for any continuing (together with depositions),
to supply affidavits, to help with any audit, inspection, investigation,
continuing or different inquiry, and to behave and seem as a witness in reference to
any litigation or different authorized continuing affecting MoneyGram.

15.2 Ms. Johnson additional agrees that ought to she be contacted (straight or
not directly) by any particular person or any particular person representing a person or entity
that’s or could also be legally or competitively hostile to MoneyGram in reference to
any claims or authorized proceedings, she is going to promptly notify MoneyGram of that truth in
writing, however in no occasion later than inside three (3) calendar days after she is
contacted. Such notification shall embody an inexpensive description of the content material
of the communication with the legally or competitively hostile particular person or entity.

15.3 MoneyGram agrees that, to the extent not prohibited by regulation, it shall defend,
using counsel of MoneyGram’s selecting, and totally indemnify Ms. Johnson in any
motion, swimsuit, declare or continuing, whether or not precise, threatened, pending or accomplished,
whether or not judicial, administrative or investigative, whether or not Ms. Johnson or MoneyGram
or each are named or the subject material thereof, arising out of Ms. Johnson’s
efficiency of providers for MoneyGram, to the complete extent supplied below the
articles, bylaws, or another governing doc of MoneyGram or below relevant
regulation.


16. 


Communications


.

MoneyGram and Ms. Johnson will put together a mutually-agreeable
communications plan relating to Ms. Johnson’s separation from MoneyGram. Ms. Johnson agrees that she
is not going to make any verbal or written feedback with respect to her separation from MoneyGram besides
in accordance with the communications plan.


17. 


Full Compensation


.

Ms. Johnson agrees that the funds made and different consideration
supplied by MoneyGram below this Settlement represent full compensation for and extinguish all of
Ms. Johnson’s precise or potential claims, together with, however not restricted to, all claims for attorneys’
charges, prices, and disbursements, and all claims for any kind of authorized or equitable reduction associated to
her employment relationship with MoneyGram and termination of employment.


18. 


No Admission of Wrongdoing


.

Ms. Johnson understands, acknowledges and agrees that this
Settlement doesn’t represent an admission that MoneyGram has violated any native ordinance, state
or federal statute, or precept of frequent regulation, or that MoneyGram has engaged in any improper or
illegal conduct or wrongdoing in opposition to Ms. Johnson. Ms. Johnson agrees that she is not going to
characterize this Settlement or the fee of any cash or different consideration in accord with this
Settlement as an admission that MoneyGram has engaged in any wrongdoing.


19. 


Authority


.

Ms. Johnson represents and warrants that she has the authorized capability to
enter into this Settlement and that no causes of motion, claims, or calls for launched pursuant to
this Settlement have been assigned to any particular person or entity not a celebration to this Settlement.

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20. 


Proper to Seek the advice of with Lawyer


.

Ms. Johnson acknowledges that, by advantage of being
offered with this Settlement, Ms. Johnson has hereby been suggested in writing and is totally conscious of
her proper to seek the advice of with an lawyer of her personal selecting for the aim of figuring out whether or not to
signal this Settlement.

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21. 


Realizing and Voluntary Motion


.

Ms. Johnson acknowledges that she has had a full
alternative to contemplate this Settlement and to ask any questions that she might have regarding this
Settlement. Ms. Johnson acknowledges that in deciding whether or not to signal this Settlement, she has not
relied upon any statements made by MoneyGram or its brokers, apart from the statements made on this
Settlement and in any MoneyGram profit plans wherein Ms. Johnson is a participant. Ms. Johnson
additional acknowledges that she has not relied on any authorized, tax or accounting recommendation from MoneyGram
or its brokers.


22. 


Total Settlement


.

Besides as expressly said on the contrary on this Settlement, this
Settlement, the Consulting Settlement, and the Worker Commerce Secret, Confidential Data and
Submit-Employment Restriction Settlement between Ms. Johnson and MoneyGram represent the complete
settlement of the events with respect to Ms. Johnson’s employment with MoneyGram, Ms. Johnson’s
separation from employment with MoneyGram and Ms. Johnson’s consulting relationship with MoneyGram.
Besides as said on this Settlement and the Consulting Settlement, Ms. Johnson shall haven’t any rights
to funds, advantages or in any other case below any MoneyGram settlement or plan.


23. 


Miscellaneous Provisions


.

23.1 No modification or waiver of any provision hereof will probably be binding on any occasion
except in writing and signed by the events hereto.

23.2 The invalidity or unenforceability of any specific provision hereof is not going to
have an effect on the opposite provisions of this Settlement, and this Settlement is to be construed
in all respects as if such invalid or unenforceable provision(s) had been omitted.

23.3 This Settlement is binding on and can inure to the advantage of the events
hereto and their respective successors, permitted assigns, heirs, executors and
directors.

23.4 This Settlement will not be assigned, in entire or partially, by both occasion hereto
with out the prior written consent of the opposite occasion (any purported task
hereof in violation of this subparagraph being null and void), supplied nevertheless,
that MoneyGram might, with out prior consent, freely assign this Settlement to any
successor in curiosity to MoneyGram or any affiliate by merger, consolidation,
reorganization or in any other case by operation of regulation.


24. 


Counterparts


.

This Settlement could also be executed concurrently in two or extra
counterparts, every of which will probably be deemed an authentic, however all of which collectively will represent
one and the identical instrument.


25. 


Governing Legislation


.

This Settlement will probably be construed in accordance with, and any dispute or
controversy arising from any breach or asserted breach of this Settlement will probably be ruled by, the
inside legal guidelines, and never the regulation of conflicts, of the State of Delaware.


26. 


Notices


.

Any discover required or permitted to be given below this Settlement shall be
ample if made in writing and despatched through Licensed Mail, Return Receipt Requested and addressed
as follows:


If to Ms. Johnson:

Teresa H. Johnson

[Address on File with MoneyGram]

or to such different deal with as Ms. Johnson shall present pursuant to note to MoneyGram.


If to MoneyGram:

MoneyGram Worldwide, Inc.

1550 Utica Avenue South, M.S. GHQ-8020

Minneapolis MN 55416

Attn: President

[SIGNATURE PAGE FOLLOWS]


IN WITNESS WHEREOF

, the events have executed this Settlement on the dates indicated at their
respective signatures under.

      

Teresa H. Johnson

Date:

      


MoneyGram Worldwide, Inc

.

By:

      

Its:

      

Date:

      

[THIS IS THE SIGNATURE PAGE TO THE SEPARATION AGREEMENT

AND RELEASE OF ALL CLAIMS BETWEEN THE ABOVE-REFERENCED PARTIES]


EXHIBIT A


CONSULTING AGREEMENT

This CONSULTING AGREEMENT (this “

Settlement

”) is made as of the date set forth on the
signature web page hereto, by and between Teresa H. Johnson (“

Guide

”), and MoneyGram
Worldwide, Inc., a Delaware company (“

MoneyGram

”).

WHEREAS, MoneyGram employed Guide within the place of Government Vice President, Basic
Counsel and Secretary;

WHEREAS, Guide’s employment with MoneyGram will terminate resulting from retirement efficient
September 30, 2009 (the “

Efficient Date

”);

WHEREAS, Guide will probably be deemed to have incurred a separation from service as of the
Efficient Date for functions of Part 409A of the Inner Income Code of 1986, as amended
(“

Part 409A

”);

WHEREAS, as of the Efficient Date, MoneyGram needs to obtain the providers of Guide,
and Guide is prepared and capable of render such providers on the phrases and situations hereinafter
set forth.

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the events
agree as follows:

1.

Consulting Providers

.

In the course of the “Consulting Period” (as outlined under), Guide agrees to make
herself out there, as could also be fairly requested by MoneyGram, to seek the advice of and cooperate with
MoneyGram, however in no occasion in extra of 20% of the typical degree of providers carried out by
Guide for MoneyGram in the course of the 36 month-period instantly previous the Efficient Date,
together with with out limitation, with respect to (i) evaluation of potential claims, (ii) pending
litigation, and (iii) regulatory inquiries (the “

Consulting Providers

”). Guide shall
report back to the Government Chairman of the Board of Administrators (the “

Board

”) of MoneyGram or to
such different govt officer of MoneyGram because the Government Chairman of the Board shall direct from
time to time in the course of the Consulting Interval.

2.

Compensation

.

2.1 In consideration of the Consulting Providers and the opposite obligations below this
Settlement, MoneyGram shall pay Guide a complete consulting charge of $175,000 (the “

Consulting
Charge

”), each year. The Consulting Charge shall function the only consideration paid by MoneyGram
to Guide for the Consulting Providers and the opposite obligations below this Settlement, and
Guide shall not be entitled to another funds or advantages hereunder apart from these
expressly supplied below this Settlement.

2.2 The Consulting Charge shall be payable as follows:

(i) For the primary 12 months of Consulting Providers, Guide shall obtain:

 

 

the primary quarterly installment of $43,750 on the final common
payroll date instantly previous to December 31, 2009;

 

 

the second quarterly installment of $43,750 on the final
common payroll date instantly previous to March 15, 2010 however in
no occasion later than March 15, 2010;

 

 

the third quarterly installment of $43,750 on the final payroll
date instantly previous to July 31, 2010; and

 

 

the fourth quarterly installment of $43,750 on the final
common payroll date instantly previous to September 30, 2010, and

(ii) For the second 12 months and third 12 months thereafter, Guide shall obtain quarterly
installments of $43,750, payable in accordance with MoneyGram common payroll practices.

2.3 Guide shall be accountable to pay all federal, state and native taxes which shall
turn into due on any cash paid to Guide by MoneyGram below the phrases of this Settlement.

3.

Time period of Providers

.

The time period of this Settlement shall start on, and Guide shall carry out the Consulting
Providers for, a interval starting on the Efficient Date and ending on the third anniversary of the
Efficient Date, except terminated earlier in accordance with Part 4 hereof (the “

Consulting
Interval

”).

4.

Termination

.

4.1

Termination by Guide for Any Motive or by MoneyGram for Trigger

.
However any provision on the contrary contained elsewhere on this Settlement, this Settlement
and the connection created hereunder between Guide and MoneyGram could also be terminated (i) at
any time for any purpose in the course of the Consulting Interval by Guide upon sixty (60) days written
discover to MoneyGram and shall be efficient instantly upon the sixtieth (sixtieth) day after supply
of such discover by Guide, or upon such later date as is laid out in such discover or (ii) by
MoneyGram for “Cause” at any time instantly upon written discover. MoneyGram shall have

Trigger

” to terminate this Settlement upon (A) the partaking by Guide in willful gross
misconduct that’s materially injurious to MoneyGram, (B) the embezzlement or misappropriation of
funds or property of MoneyGram by Guide, (C) Guide’s conviction of, or plea of nolo
contendere to, a felony or Guide’s entrance of a plea of responsible to a felony (apart from any
crime or offense regarding the operation of a motorcar), (D) Guide’s willful and
continued failure to carry out the Consulting Providers hereunder (apart from such failure ensuing
from Guide’s incapacity resulting from bodily or psychological sickness) after ten (10) days following
written discover from MoneyGram specifying such failure, and Guide’s failure to treatment or treatment
such failure inside such 10-day interval, or (E) a fabric breach by Guide of this Settlement.
Upon such termination:

(a) MoneyGram shall pay to Guide, inside thirty (30) days following such termination in a
lump sum fee, that portion of the Consulting Charge due hereunder which is accrued however unpaid in
respect of durations ending previous to such termination, if any; and

(b) MoneyGram shall haven’t any additional obligation to pay Guide any further Consulting Charge
pursuant to this Settlement.

4.2

Termination by MoneyGram with out Trigger; Termination by Motive of Loss of life of
Guide

. However any provision on the contrary contained elsewhere on this
Settlement, this Settlement and the connection created hereunder between Guide and MoneyGram
(i) shall be terminated routinely upon Guide’s dying or (ii) could also be terminated by
MoneyGram with out Trigger upon sixty (60) days written discover to Guide and shall be efficient
instantly upon the sixtieth (sixtieth) day after supply of such discover by MoneyGram, or upon such
later date as is laid out in such discover. Upon such termination:

(a) MoneyGram shall pay to Guide (or her property within the case of Guide’s dying),
inside thirty (30) days following such termination in a lump sum fee, that portion of the
Consulting Charge due hereunder which is accrued however unpaid in respect of durations ending previous to such
termination, if any; and

(b) MoneyGram shall pay to Guide (or her property within the case of Guide’s dying) inside
thirty (30) days following such termination in a lump sum fee an quantity equal to that portion
of the Consulting Charge Guide would have acquired had she continued to render Consulting
Providers to MoneyGram by way of the expiration of the Consulting Interval, and MoneyGram shall haven’t any
additional obligation to pay Guide any further Consulting Charge pursuant to this Settlement.

4.3

Return of Property

. Guide represents that Guide has complied with
Part 13 of the Separation Settlement and Launch of All Claims (the “

Separation
Settlement

”) as of the Efficient Date. Upon expiration of the Consulting Interval, Guide (or
her property within the case of Guide’s dying) shall diligently find all of MoneyGram’s property
nonetheless inside her possession and return to MoneyGram all of MoneyGram’s property and data
nonetheless inside her possession. Such property might embody, however shouldn’t be restricted to, bank cards,
computer systems, copy machines, facsimile machines, lap high computer systems, Blackberries, pagers, entry playing cards,
keys, constructing passes, laptop software program, manuals, journals, diaries, recordsdata, lists, codes,
paperwork, correspondence, and methodologies specific to MoneyGram and any and all copies
thereof. Furthermore, Guide is strictly prohibited from destroying, obliterating or altering any
of MoneyGram’s property lined by this part, and Guide is strictly prohibited from making
copies, or directing copies to herself by way of e-mail or different transmission, of any of MoneyGram’s
property lined by this part. After expiration of the Consulting Interval, Guide (or her
property within the case of Guide’s dying) agrees to promptly reply to any cheap request by
MoneyGram to return MoneyGram property in her possession and/or management, and Guide additional
agrees that ought to she later uncover any MoneyGram property in her possession and/or management, she
will promptly return it to MoneyGram and not using a particular request by MoneyGram to take action.

4.4

Impact of Termination

. Besides as in any other case supplied on this Part 4, upon a
termination of this Settlement, not one of the events hereto shall have any additional rights or
obligations below this Settlement. However the foregoing, the rights and obligations set
forth on this Part 4 and Sections 7 and 9, 10 by way of 15 shall survive the termination of this
Settlement. Nothing on this Part 4 shall be deemed to launch any occasion from any legal responsibility for
any breach by such occasion of the phrases and provisions of this Settlement previous to termination.

5.

Standing of Guide

.

In rendering providers pursuant to this Settlement, the events acknowledge and agree that
Guide is performing solely as an unbiased contractor with authority to pick out the means and
strategies of performing the Consulting Providers, and never as an worker or different agent of MoneyGram.
As an unbiased contractor, Guide shall haven’t any categorical or implied authority to commit,
obligate or bind MoneyGram, besides as particularly licensed sometimes by the Board or an
licensed consultant of MoneyGram, which authorization could also be basic or particular. Nothing
contained on this Settlement shall be construed or utilized to create a partnership or three way partnership
of any variety.

6. 

Capacities, Duties and Authority

.

Guide will discharge her duties below this Settlement in good religion and in an expert
method. As well as, Guide shall dedicate a fairly ample quantity of effort and time to
offering the Consulting Providers to satisfy the cheap requests of MoneyGram; supplied that
Guide shall not present Consulting Providers to MoneyGram in extra of 20% of the typical degree
of providers carried out by Guide for MoneyGram in the course of the 36 month-period instantly previous
the Efficient Date. Guide shall obey all legal guidelines in reference to the efficiency of the
Consulting Providers, shall not have interaction in any misleading, deceptive or unethical practices, shall
in any other case conduct enterprise in a way that displays favorably always on the nice identify,
goodwill and status of MoneyGram, its subsidiaries and associates, and shall not make any false
or deceptive representations with regard to MoneyGram, its subsidiaries or any of its or their
associates.

7.

Workplace House; Reimbursement of Bills; Journey Bills

.

Along with the Consulting Charge, in the course of the Consulting Interval MoneyGram agrees to (i) if
required to carry out the Consulting Providers, as decided in good religion by MoneyGram, present
Guide with (x) appropriate workplace house for Guide to make use of at 1550 Utica Avenue South, M.S.
GHQ-8020, Minneapolis, MN 55416 or (y) appropriate enterprise gear (reminiscent of a “Blackberry” pager
and a mobile phone) upon cheap request by Guide and (ii) pay or reimburse
Guide for all Reimbursable Bills incurred in reference to the providers rendered below
this Settlement. For functions of this Settlement, “

Reimbursable Bills

” shall encompass
all cheap and documented out-of-pocket bills incurred by Guide in the course of the Consulting
Interval in reference to the efficiency of the Consulting Providers, however solely to the extent that
such reimbursement is according to MoneyGram’s normal insurance policies for reimbursement of staff
as in impact sometimes. Any Reimbursable Bills shall be billed on the finish of every
calendar month. MoneyGram shall pay all correctly billed or invoiced Reimbursable Bills that it
receives from Guide below this Settlement inside thirty (30) days of receipt and bill
thereof, topic to receiving, if requested, any acceptable assist documentation for such
Reimbursable Bills. MoneyGram acknowledges Guide’s intention to relocate to Orlando,
Florida. MoneyGram agrees that if Guide is requested by MoneyGram to journey exterior her state
of residence to carry out the Consulting Providers, MoneyGram shall pay or reimburse Guide for
any cheap journey, meal and lodging bills incurred by Guide in the course of the Consulting
Interval in reference to the efficiency of the Consulting Providers in accordance with MoneyGram’s
normal insurance policies for reimbursement of staff as in impact sometimes.

8. 

Advantages

.

Guide acknowledges and agrees that it’s the intent of the events hereto that neither
Guide nor any agent of Guide obtain or be eligible to obtain any company-sponsored
advantages (together with, with out limitation any trip pay, sick go away, incapacity or life insurance coverage,
retirement advantages, social safety, staff’ compensation advantages or different worker advantages of
any variety) from MoneyGram pursuant to this Settlement.

9.

Submit-Consulting Restrictions and Obligations

.

Guide understands, acknowledges and agrees that she continues to be certain in the course of the
Consulting Interval by the post-employment restrictions and different obligations set forth within the
Worker Commerce Secret, Confidential Data and Submit-Employment Restriction Settlement between
Guide and MoneyGram.

10.

Non-Disparagement

.

Guide hereby acknowledges that she shouldn’t be conscious of any acts or practices of MoneyGram,
its mum or dad corporations, predecessors, successors, associates, subsidiaries, associated corporations,
shareholders, or their respective members, managers, companions, staff, officers, brokers, and
administrators (individually a “

Launched Get together

” and collectively the “

Launched Events

”)
that she is aware of or believes to be illegal or unethical. Guide agrees to not categorical any
derogatory or damaging statements about any Launched Get together, the administration of MoneyGram or
MoneyGram’s enterprise situation in any public means or to anybody who might make these statements
public. MoneyGram shall instruct each the Government Chairman of the Board and the President and
Chief Government Officer of MoneyGram to not knowingly disparage, criticize, or in any other case make any
derogatory statements relating to Guide in any communications made in a public method.
Guide and MoneyGram perceive and acknowledge that this non-disparagement provision is a
materials inducement to the making of this Settlement and that if both occasion breaches this
provision, the opposite occasion will probably be entitled to pursue its authorized and equitable cures, together with
with out limitation, the suitable to recuperate damages (together with however not restricted to any quantities paid
and/or owing below this Settlement) and to hunt injunctive reduction. It’s understood and
acknowledged that nothing on this Part 10 will probably be construed to stop both occasion from giving
truthful testimony in response to direct questions requested pursuant to a lawful subpoena throughout any
future authorized proceedings.

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11.

Representations and Warranties

.

Guide hereby represents and warrants to MoneyGram that (i) Guide’s execution and
supply of this Settlement and the efficiency of her duties and obligations hereunder is not going to
battle with, or trigger a default below, or give any occasion a proper to damages below, another
settlement to which Guide is a celebration or by which she is certain, (ii) there are not any agreements or
understandings that might make illegal Guide’s execution or supply of this Settlement or her
engagement hereunder, (iii)

 

Guide is not going to turn into a celebration in the course of the time period of this
Settlement to any settlement that might be violated by the supply of the Consulting Providers by
Guide or this Settlement and (iv) Guide’s execution, supply and efficiency of this
Settlement is not going to violate any nationwide, federal, regional, state or native regulation, statute, code,
ordinance, rule or regulation.

12. 

Set-Off

.

MoneyGram’s obligation to pay Guide the quantities supplied and to make the preparations
supplied hereunder shall be topic to set-off, counterclaim or recoupment of any quantities owed by
Guide to MoneyGram or its associates, besides that with respect to fee made to Guide
hereunder that’s topic to Part 409A, if MoneyGram seeks to set off a fee to be made to
Guide hereunder which is topic to Part 409A in opposition to an quantity owed by Guide to
MoneyGram or its associates, the gross quantity of such fee to be made to Guide shall be
deemed to be paid to Guide for U.S. federal revenue tax functions, as and when due below this
Settlement and shall be utilized in opposition to quantities owed by Guide to MoneyGram or its associates,
supplied that MoneyGram might set off a fee hereunder that’s topic to Part 409A pursuant to
this sentence provided that the suitable to such set off, or such set off, wouldn’t violate Part 409A.

13.

Taxes; Indemnity

.

13.1 Guide agrees to conform, on a well timed foundation, with all tax reporting necessities
relevant to the receipt of the funds and different compensation acquired hereunder and to well timed
pay all taxes due with respect to such quantities.

13.2 Guide shall indemnify and maintain innocent MoneyGram, its subsidiaries, and its and
their associates from any legal responsibility, claims and calls for for fee of taxes, penalties or
curiosity, social safety, incapacity advantages and different withholdings, deductions and/or funds
which may be imposed by any governmental authority, or in any other case licensed from, primarily based upon or
required by purpose of the funds made to Guide as supplied on this Settlement.

14. 

Part 409A

.

14.1 The intent of the events is that the funds below this Settlement adjust to or be
exempt from Part 409A and, accordingly, to the utmost extent permitted, this Settlement shall be
interpreted to be in compliance therewith. To the extent that any provision hereof is modified in
order to adjust to or be exempt from Part 409A, such modification shall be made in good religion
and shall, to the utmost extent fairly doable, keep the unique intent and financial
profit to Guide and MoneyGram of the relevant provision with out violating the provisions of
Part 409A. In no occasion in anyway will MoneyGram be chargeable for any further tax, curiosity or
penalties which may be imposed on Guide below Part 409A or any damages for failing to conform
with Part 409A. For functions of Part 409A, Guide’s proper to obtain any installment
funds pursuant to this Settlement shall be handled with no consideration to obtain a collection of separate and
distinct funds.

14.2 (i) All bills or different reimbursements as supplied herein shall be payable in
accordance with MoneyGram’s insurance policies in impact sometimes, however in any occasion shall be made on
or previous to the final day of the taxable 12 months following the taxable 12 months wherein such bills had been
incurred by Guide; (ii) no such reimbursement or bills eligible for reimbursement in any
taxable 12 months shall in any means have an effect on the bills eligible for reimbursement in another taxable
12 months; and (iii) the suitable to reimbursement or in-kind advantages shall not be topic to liquidation
or exchanged for an additional profit.

15.

Cures

.

It’s particularly understood and agreed that any breach or threatened breach of the
provisions of Part 9 or Part 10 of this Settlement is more likely to lead to irreparable harm
to MoneyGram and that the treatment at regulation alone will probably be an insufficient treatment for such breach, and
that along with another treatment it could have, MoneyGram shall be entitled (i) to implement the
particular efficiency of this Settlement by Guide and to hunt each momentary and everlasting
injunctive reduction (to the extent permitted by regulation) with out bond and with out legal responsibility ought to such
reduction be denied, modified or violated and (ii) to stop making any funds or offering any
profit in any other case required by this Settlement, in every case along with another treatment to which
MoneyGram could also be entitled at regulation or in fairness.

16.

Notices

.

Any discover required or permitted to be given below this Settlement shall be ample if made
in writing and despatched through Licensed Mail, Return Receipt Requested and addressed as follows:

If to Ms. Johnson

:

Teresa H. Johnson

[Address on File with MoneyGram]

If to MoneyGram

:

MoneyGram Worldwide, Inc.

1550 Utica Avenue South, M.S. GHQ-8020

Minneapolis MN 55416

Attn: President

17.

Acknowledgment.

Guide acknowledges that earlier than getting into into this Settlement, Guide has had the
alternative to seek the advice of with any lawyer or different Guide of Guide’s alternative, and that this
provision constitutes recommendation from MoneyGram to take action if Guide chooses. Guide additional
acknowledges that Guide has entered into this Settlement of Guide’s personal free will, and
that no guarantees or representations have been made to Guide by any particular person to induce Guide
to enter into this Settlement apart from the categorical phrases set forth herein. Guide additional
acknowledges that Guide has learn this Settlement and understands all of its phrases.

18. 

Alternative of Legislation

.

This Settlement will probably be construed in accordance with, and any dispute or controversy arising
from any breach or asserted breach of this Settlement will probably be ruled by, the interior legal guidelines, and
not the regulation of conflicts, of the State of Delaware.

19.

Task

.

Neither this Settlement nor any rights or obligations hereunder could also be assigned by both occasion
hereto; supplied, nevertheless, that MoneyGram’s obligations hereunder could also be assigned to its successor
in reference to a change in management.

20.

Severable Provisions

.

The provisions of this Settlement are severable and the invalidity of any a number of
provisions shall not have an effect on the validity of another provision. Within the occasion {that a} courtroom of
competent jurisdiction shall decide that any provision of this Settlement or the appliance
thereof is unenforceable in entire or partially due to the length or scope thereof, the events
hereto agree that mentioned courtroom in making such dedication shall have the facility to cut back the
length and scope of such provision to the extent essential to make it enforceable, and that the
Settlement in its lowered kind shall be legitimate and enforceable to the complete extent permitted by regulation.

21. 

Total Settlement

.

Besides as expressly said on the contrary on this Settlement, this Settlement, the Separation
Settlement, and the Worker Commerce Secret, Confidential Data and Submit-Employment Restriction
Settlement between Guide and MoneyGram represent the complete settlement of the events with
respect to Guide’s consulting relationship with MoneyGram, Guide’s prior employment
relationship with MoneyGram and Guide’s separation from employment with MoneyGram. Besides as
said on this Settlement and the Separation Settlement, Guide shall haven’t any rights to funds,
advantages or in any other case below any MoneyGram settlement or plan.

22.

Modification; Waiver

.

Besides as supplied in Part 14, this Settlement will not be amended, supplemented, canceled or
discharged besides by written instrument executed by each events hereto. If both occasion ought to
waive any breach of any provisions of this Settlement, she or it is not going to thereby be deemed to have
waived any previous or succeeding breach of the identical or another provision of this Settlement.

23.

Headings

.

The headings contained herein are for reference solely and shall not have an effect on the that means or
interpretation of any provisions of this Settlement.

24. 

Counterparts

.

This Settlement could also be executed in two or extra counterparts, every of which shall be deemed an
authentic, however all of which collectively shall represent one and the identical instrument, and the signature
of any occasion to any counterpart shall be deemed a signature to, and could also be appended to, another
counterpart.

CONSULTANT ACKNOWLEDGES THAT SHE HAS CAREFULLY READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO
ALL OF THE PROVISIONS IN THIS AGREEMENT.

[

]

IN WITNESS WHEREOF, the events hereto have executed this Settlement as of the

      

day
of

     

, 2009.


MoneyGram Worldwide, Inc.

By:

Identify:

Title:


Guide

      

Teresa H. Johnson


EXHIBIT B


RELEASE

This RELEASE (“Release”) is dated as of

      

between MoneyGram Worldwide, Inc., a
Delaware company (along with its direct and oblique subsidiaries, successors and assigns,
“MoneyGram”), and Teresa H. Johnson (“Executive”).

WHEREAS, MoneyGram and Government beforehand entered right into a Separation Settlement and Launch of All
Claims dated

     

, 2009 (the “Separation Agreement”); and

WHEREAS, Government’s employment with MoneyGram was terminated efficient September 30, 2009; and

WHEREAS, pursuant to the Separation Settlement, Government is entitled to sure compensation and
advantages upon such termination, contingent upon the execution of this Launch;

WHEREAS, efficient on September 30, 2009, Government and MoneyGram entered right into a consulting
settlement (the “Consulting Agreement”);

NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein and within the
Separation Settlement, to which Government understands and acknowledges she might not in any other case be
entitled with out executing this Launch, MoneyGram and Government agree as follows:

1. Government, on her personal behalf and on behalf of her heirs, property and beneficiaries, hereby
releases and perpetually discharges MoneyGram, its mum or dad corporations, predecessors, successors,
associates, subsidiaries, associated corporations, shareholders, and their respective members, managers,
companions, staff, officers, brokers, and administrators (individually a “Released Party” and
collectively the “Released Parties”) from any and all claims and causes of motion, identified or
unknown, in opposition to any of the Launched Events, together with however not restricted to:

a. All claims arising out of or regarding Government’s employment with MoneyGram and/or
Government’s separation from that employment.

b. All claims arising out of or regarding the statements, actions, or omissions of the
Launched Events.

c. All claims for any alleged illegal discrimination, harassment, retaliation or reprisal,
or different alleged illegal practices arising below any federal, state, or native statute,
ordinance, or regulation, together with with out limitation, claims below Title VII of the Civil
Rights Act of 1964, as amended; the Age Discrimination in Employment Act of 1967, as
amended; the Individuals with Disabilities Act of 1990, as amended; the Household and Medical
Depart Act of 1993; the Equal Pay Act of 1963; the Employee Adjustment and Retraining
Notification Act; the Worker Retirement Earnings Safety Act of 1974; the Truthful Credit score
Reporting Act; the Minnesota Human Rights Act, another federal, state or native
anti-discrimination acts, state wage fee statutes and non-interference or
non-retaliation statutes.

d. All claims for alleged wrongful discharge; breach of contract; breach of implied
contract; failure to maintain any promise; breach of a covenant of fine religion and honest dealing;
breach of fiduciary responsibility; promissory estoppel; Government’s actions, if any, as a
“whistleblower”; defamation; infliction of emotional misery; fraud; misrepresentation;
negligence; harassment; retaliation or reprisal; constructive discharge; assault; battery;
false imprisonment; invasion of privateness; interference with contractual or enterprise
relationships; another wrongful employment practices; and violation of another precept
of frequent regulation.

e. All claims for compensation of any variety, together with with out limitation, fee
funds, bonus funds, trip pay, expense reimbursements, reimbursement for well being and
welfare advantages, and perquisites aside from these funds and advantages below the
Separation Settlement and consulting charges and reimbursements below the Consulting Settlement.

f. All claims for again pay, entrance pay, reinstatement, different equitable reduction, compensatory
damages, damages for alleged private harm, liquidated damages, and punitive damages.

g. All claims for attorneys’ charges, prices, and curiosity, besides as supplied within the Separation
Settlement.

h. All claims, together with with out limitation, claims for any funds or advantages below the
MoneyGram Worldwide, Inc. Particular Government Severance Plan (Tier I) (the “Particular
Severance Plan”) and the Amended and Restated MoneyGram Worldwide, Inc. Government
Severance Plan (Tier I) (the “Severance Plan”), and claims associated to any proper to
take part within the Particular Severance Plan and the Severance Plan.

2. MoneyGram acknowledges and agrees that Government doesn’t launch any claims that the regulation does
not enable to be waived by personal settlement or any claims which are primarily based on occasions occurring after
the date on which Ms. Johnson executes this Launch.

3. Government understands, acknowledges and agrees that she has no rights to any funds or
advantages pursuant to the Severance Plan or the Particular Severance Plan. Government, now and perpetually,
hereby waives any rights to take part as an “Executive” below the Severance Plan or as a
“Participant” below the Particular Severance Plan.

4. Government acknowledges and agrees that despite the fact that claims and info along with these now
identified or believed by her to exist might subsequently be found, it’s her intention to completely
settle and launch all claims she might have in opposition to MoneyGram and the individuals and entities described
above, whether or not identified, unknown or suspected.

5. Government relinquishes any proper to future employment with MoneyGram and MoneyGram shall have
the suitable to refuse to re-employ Government, in every case with out legal responsibility of Government or
MoneyGram.

6. Government reaffirms her settlement to the Worker Commerce Secret, Confidential Data and
Submit-Employment Restriction Settlement to which Government is a celebration.

7. Government acknowledge that she has been supplied not less than twenty-one (21) days to evaluate the
Launch and has been suggested to evaluate it with an lawyer of her alternative and at her personal expense.
Within the occasion Government elects to signal this Launch Settlement previous to this twenty-one (21) day
interval, she agrees that it’s a realizing and voluntary waiver of her proper to attend the complete
twenty-one (21) days. Government additional understands that she has fifteen (15) days after the
signing hereof to revoke it by so notifying MoneyGram in writing, such discover to be acquired by

     

throughout the fifteen (15) day interval. Government additional acknowledges that she has
rigorously learn this Launch, is aware of and understands its contents and its binding authorized impact.
Government acknowledge that by signing this Launch, she does so of her personal free will and act and
that it’s her intention that she be legally certain by its phrases. Government acknowledges that in
deciding whether or not to signal this Launch, she has not relied upon any statements made by MoneyGram or
its brokers. Government additional acknowledges that she has not relied on any authorized, tax or accounting
recommendation from MoneyGram or its brokers in deciding whether or not to signal this Launch.

8. This Launch shall be construed and enforced in accordance with, and ruled by, the legal guidelines of
the State of Minnesota, with out regard to ideas of battle of legal guidelines. If any clause of this
Launch ought to ever be decided to be unenforceable, it’s agreed that this is not going to have an effect on the
enforceability of another clause or the rest of this Launch.

IN WITNESS WHEREOF, the events have executed this Launch on the date first above written.

      

Teresa H. Johnson

MoneyGram Worldwide, Inc.

By:

      

Its:

      

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