EXHIBIT 10.8
MONEYGRAM PAYMENT SYSTEMS, INC.
1996 BROAD-BASED STOCK OPTION PLAN
(AS ADOPTED December 6, 1996)
I. INTRODUCTION
1.1 PURPOSES. The purposes of the 1996 Broad-Based Stock Option Plan (the
"Plan") of MoneyGram Payment Systems, Inc. (the "Company") are to align the
interests of the Company's stockholders and the recipients of options under this
Plan by increasing the proprietary interest of such recipients in the Company's
growth and success, to advance the interests of the Company by attracting and
retaining employees and to motivate employees to act in the long-term best
interests of the Company's stockholders.
1.2 ADMINISTRATION. This Plan shall be administered by a committee (the
"Committee") designated by the Board of Directors of the Company (the "Board")
consisting of two or more members of the Board.
The Committee shall, subject to the terms of this Plan, select eligible
employees of the Company and its Subsidiaries (as defined in Section 1.3) for
participation in this Plan and shall determine the number of shares of Common
Stock subject to each option granted hereunder, the exercise price of such
option, the time and conditions of exercise of such option and all other terms
and conditions of such option, including, without limitation, the form of the
option agreement. The Committee shall, subject to the terms of this Plan,
interpret this Plan and the application thereof, establish rules and regulations
it deems necessary or desirable for the administration of this Plan and may
impose, incidental to the grant of an option, conditions with respect to the
grant, such as limiting competitive employment or other activities. All such
interpretations, rules, regulations and conditions shall be final, binding and
conclusive. The Committee may, in its sole discretion and for any reason at any
time, subject to the requirements imposed under Section 162(m) of the Code and
regulations promulgated thereunder in the case of an option intended to be
qualified performance-based compensation, take action such that any or all
outstanding options shall become exercisable in part or in full. Each option
shall be evidenced by a written agreement or certificate (an "Agreement")
setting forth the terms and conditions of such option.
The Committee may delegate some or all of its power and authority hereunder
to an executive officer of the Company as the Committee deems appropriate.
A majority of the Committee shall constitute a quorum. The acts of the
Committee shall be either (i) acts of a majority of the members of the Committee
present at any meeting at which a quorum is present or (ii) acts approved in
writing by a majority of the members of the Committee without a meeting.
1.3 ELIGIBILITY. Participants in this Plan shall consist of such employees of
the Company, its subsidiaries from time to time and any other entity designated
by the Board or the Committee (individually a "Subsidiary" and collectively the
"Subsidiaries") as the Board or Committee may select from time to time;
provided, however, that officers and other key employees of the Company who are
eligible to participate in the Company's 1996 Stock Option Plan and members of
the Board shall not be eligible to participate in this Plan. For purposes of
this Plan, references to employment shall also mean employment by a Subsidiary.
The Committee's selection of a person to participate in this Plan at any time
shall not require the Committee to select such person to participate in this
Plan at any other time.
1.4 SHARES AVAILABLE. Subject to adjustment as provided in Section 3.7,
100,000 shares of the common stock, $.01 par value, of the Company ("Common
Stock"), shall be available for grants of options under this Plan, reduced by
the sum of the aggregate number of shares of Common Stock which become subject
to outstanding options. To the extent that shares of Common Stock subject to an
outstanding option are not issued or delivered by reason of the expiration,
termination, cancellation or forfeiture of such option, then such shares of
Common Stock shall again be available under this Plan.
Shares of Common Stock shall be made available from authorized and unissued
shares of Common Stock, or authorized and issued shares of Common Stock
reacquired and held as treasury shares or otherwise or a combination thereof.
II. STOCK OPTIONS
2.1 GRANTS OF STOCK OPTIONS. The Committee may, in its discretion, grant
options to purchase shares of Common Stock to such eligible persons as may be
selected by the Committee. Each option shall be a non-qualified stock option.
2.2 TERMS OF STOCK OPTIONS. Options shall be subject to the following terms
and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of this Plan, as the Committee shall deem advisable:
(a) Number of Shares and Purchase Price. The number of shares of Common
Stock subject to an option and the purchase price per share of Common Stock
purchasable upon exercise of the option shall be determined by the Committee;
provided, however, that the purchase price per share of Common Stock purchasable
upon exercise of any option shall not be less than 100% of the Fair Market Value
of a share of Common Stock on the date of grant of such option. "Fair Market
Value" shall mean the closing transaction price of a share of Common Stock as
reported in the New York Stock Exchange Composite Transactions on the date as of
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which such value is being determined or, if there shall be no reported
transaction on such date, on the next preceding date for which a transaction was
reported; provided that if Fair Market Value for any date cannot be determined
as above provided, Fair Market Value shall be determined by the Committee by
whatever means or method as the Committee, in the good faith exercise of its
discretion, shall at such time deem appropriate.
(b) Option Period and Exercisability. The period during which an option
may be exercised shall be determined by the Committee. The Committee may, in
its discretion, establish performance measures or other criteria which shall be
satisfied or met as a condition to the grant of an option or to the
exercisability of all or a portion of an option. The Committee shall determine
whether an option shall become exercisable in cumulative or non-cumulative
installments and in part or in full at any time. An exercisable option, or
portion thereof, may be exercised only with respect to whole shares of Common
Stock.
(c) Method of Exercise. An option may be exercised (i) by giving written
notice to the Company specifying the number of whole shares of Common Stock to
be purchased and accompanied by a cash payment therefor in full or arrangement
made to the Company's satisfaction for a cash payment by a broker-dealer
acceptable to the Company to whom the optionee has submitted an irrevocable
notice of exercise. No certificate representing Common Stock shall be delivered
until the full purchase price therefor has been paid (or arrangement made for
such payment to the Company's satisfaction).
2.3 TERMINATION OF EMPLOYMENT.
(a) Disability and Retirement. Unless otherwise specified in the
Agreement relating to an option, if an optionee's employment with the Company
terminates by reason of Disability or retirement on or after age 55 after a
minimum of ten years of employment with the Company ("Retirement"), each option
held by such optionee shall be exercisable only to the extent that such option
is exercisable on the effective date of such optionee's termination of
employment and may thereafter be exercised by such optionee (or such optionee's
legal representative or similar person) until and including the earliest to
occur of (i) the date which is three years (or such other period as set forth in
the Agreement relating to such option) after the effective date of such
optionee's termination of employment and (ii) the expiration date of the term of
such option. For purposes of this Plan, "Disability" shall mean the inability
of an optionee substantially to perform such optionee's duties and
responsibilities for a continuous period of at least six months.
(b) Termination by the Company other than for Cause. Unless otherwise
specified in the Agreement relating to an
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option, if an optionee's employment with the Company is terminated by the
Company for any reason other than for Cause, each option held by such optionee
shall be exercisable only to the extent that such option is exercisable on the
effective date of such optionee's termination of employment and may thereafter
be exercised by such optionee (or such optionee's legal representative or
similar person) until and including the earliest to occur of (i) the date which
is three months (or such other period as set forth in the Agreement relating to
such option) after the effective date of such optionee's termination of
employment and (ii) the expiration date of the term of such option. For
purposes of this Plan, "Cause" shall mean the willful and continued failure to
substantially perform the duties with the Company (other than a failure
resulting from the optionee's Disability), the willful engaging in conduct which
is demonstrably injurious to the Company or any Subsidiary, monetarily or
otherwise, including conduct that, in the reasonable judgment of the Company, no
longer conforms to the standard of the Company's employees, any act of
dishonesty, commission of a felony, or a significant violation of any statutory
or common law duty of loyalty to the Company.
(c) Death. Unless otherwise specified in the Agreement relating to an
option, if an optionee's employment with the Company terminates by reason of
death, each option held by such optionee shall be exercisable only to the extent
that such option is exercisable on the date of such optionee's death and may
thereafter be exercised by such optionee's executor, administrator, legal
representative, beneficiary or similar person until and including the earliest
to occur of (i) the date which is one year (or such other period as set forth in
the Agreement relating to such option) after the date of death and (ii) the
expiration date of the term of such option.
(d) Other Termination. Unless otherwise specified in the Agreement
relating to an option, if an optionee's employment with the Company terminates
for any reason other than Disability, Retirement, termination of employment by
the Company for any reason other than for Cause or death, each option held by
such optionee shall terminate automatically on the effective date of such
optionee's termination of employment.
(e) Death Following Termination of Employment. Unless otherwise specified
in the Agreement relating to an option, if an optionee dies during the period
set forth in Section 2.3(a) following termination of employment by reason of
Disability or Retirement, or if an optionee dies during the period set forth in
Section 2.3(b) following termination of employment by the Company other than for
Cause, (or, in each case, such other period as set forth in the Agreement
relating to an option), each option held by such optionee shall be exercisable
only to the extent that such option is exercisable on the date of such
optionee's death
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and may thereafter be exercised by such optionee's executor, administrator,
legal representative, beneficiary or similar person until and including the
earliest to occur of (i) the date which is one year (or such other period as set
forth in the Agreement relating to such option) after the date of death and (ii)
the expiration date of the term of such option.
(f) Effect of Leave of Absence. A leave of absence for a period and
purposes conforming to the personnel policies of the Company and approved by the
optionee's employer shall not be deemed a termination of employment or
interruption of continuous service.
(g) Participation in Severance Pay Plan. Notwithstanding anything to the
contrary above, if an optionee is receiving severance benefits under the
MoneyGram Payment Systems, Inc. Severance Pay Plan for Non-Exempt and Exempt
Employees and such benefits are being paid in installments, then such optionee
shall be deemed to be an active employee for purposes of Sections 2.3(b) and (d)
during the period such installments are being paid.
III. GENERAL
3.1 EFFECTIVE DATE AND TERM OF PLAN. This Plan shall become effective as of the
date of approval hereof by the Board. This Plan shall terminate when shares of
Common Stock are no longer available for grants of options, unless terminated
earlier by the Board. Termination of this Plan shall not affect the terms or
conditions of any option granted prior to termination.
3.2 AMENDMENTS. The Board may amend this Plan as it shall deem advisable,
subject to any requirement of stockholder approval required by applicable law,
rule or regulation; provided, however, that no amendment shall be made without
stockholder approval if such amendment would increase the maximum number of
shares of Common Stock available under this Plan (subject to Section 3.7). No
amendment may impair the rights of a holder of an outstanding option without the
consent of such holder.
3.3 GOVERNING LAW. This Plan, each option hereunder and the related
Agreement, and all determinations made and actions taken pursuant thereto shall
be governed by the laws of the State of
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Delaware and construed in accordance therewith without giving effect to
principles of conflicts of laws.
3.4 NON-TRANSFERABILITY. No option hereunder shall be transferable other than
by will or the laws of descent and distribution or pursuant to beneficiary
designation procedures approved by the Company. Except to the extent permitted
by the foregoing sentence, each option may be exercised during the optionee's
lifetime only by the optionee or the optionee's legal representative or similar
person. Except as permitted by the second preceding sentence, no option
hereunder shall be sold, transferred, assigned, pledged, hypothecated,
encumbered or otherwise disposed of (whether by operation of law or otherwise)
or be subject to execution, attachment or similar process. Upon any attempt to
so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of
any option hereunder, such option and all rights thereunder shall immediately
become null and void.
3.5 TAX WITHHOLDING. The optionee shall pay, prior to the issuance or
delivery of any shares of Common Stock, any Federal, state, local or other taxes
which may be required to be withheld or paid in connection with an option
hereunder. The optionee may satisfy any such obligation by a cash payment to
the Company or a cash payment by a broker-dealer acceptable to the Company to
whom the optionee has submitted an irrevocable notice of exercise.
3.6 RESTRICTIONS ON SHARES. Each option hereunder shall be subject to the
requirement that if at any time the Company determines that the listing,
registration or qualification of the shares of Common Stock subject to such
option upon any securities exchange or under any law, or the consent or approval
of any governmental body, or the taking of any other action is necessary or
desirable as a condition of, or in connection with, the delivery of shares
thereunder, such shares shall not be delivered unless such listing,
registration, qualification, consent, approval or other action shall have been
effected or obtained, free of any conditions not acceptable to the Company. The
Company may require that certificates evidencing shares of Common Stock
delivered pursuant to any option hereunder bear a legend indicating that the
sale, transfer or other disposition thereof by the holder is prohibited except
in compliance with the Securities Act of 1933, as amended, and the rules and
regulations thereunder.
3.7 ADJUSTMENT. In the event of any stock split, stock dividend,
recapitalization, reorganization, merger, consolidation, combination, exchange
of shares, liquidation, spin-off or other similar change in capitalization or
event, or any distribution to holders of Common Stock other than a regular cash
dividend, the number and class of securities available under this Plan, the
number and class of securities subject to each
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outstanding option and the purchase price per security shall be appropriately
adjusted by the Committee, such adjustments to be made in the case of
outstanding options without an increase in the aggregate purchase price. The
decision of the Committee regarding any such adjustment shall be final, binding
and conclusive. If any adjustment would result in a fractional security being
(a) available under this Plan, such fractional security shall be disregarded, or
(b) subject to an option under this Plan, the Company shall pay the optionee, in
connection with the first exercise of the option in whole or in part occurring
after such adjustment, an amount in cash determined by multiplying (A) the
fraction of such security (rounded to the nearest hundredth) by (B) the excess,
if any, of (x) the Fair Market Value on the exercise date over (y) the exercise
price of the option.
3.8 CHANGE IN CONTROL.
(a) (1) Notwithstanding any provision in this Plan or any Agreement, in
the event of a Change in Control pursuant to Section (b)(3) or (4) below in
connection with which the holders of Common Stock receive shares of common stock
that are registered under Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), all outstanding options shall immediately be
exercisable in full and there shall be substituted for each share of Common
Stock available under this Plan, whether or not then subject to an outstanding
option, the number and class of shares into which each outstanding share of
Common Stock shall be converted pursuant to such Change in Control. In the
event of any such substitution, the purchase price per share of each option
shall be appropriately adjusted by the Committee, such adjustments to be made
without an increase in the aggregate purchase price or base price.
(2) Notwithstanding any provision in this Plan or any Agreement, in the
event of a Change in Control pursuant to Section (b)(1) or (2) below, or in the
event of a Change in Control pursuant to Section (b)(3) or (4) below in
connection with which the holders of Common Stock receive consideration other
than shares of common stock that are registered under Section 12 of the Exchange
Act, each outstanding option shall be surrendered to the Company by the holder
thereof, and each such option shall immediately be cancelled by the Company, and
the holder shall receive, within ten days of the occurrence of a Change in
Control pursuant to Section (b)(1) or (2) below or within ten days of the
approval of the stockholders of the Company contemplated by Section (b)(3) or
(4) below, a cash payment from the Company in an amount equal to the number of
shares of Common Stock then subject to such option, multiplied by the excess, if
any, of (i) the greater of (A) the highest per share price offered to
stockholders of the Company in any transaction whereby the Change in Control
takes place or (B) the
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Fair Market Value of a share of Common Stock on the date of occurrence of the
Change in Control over (ii) the purchase price per share of Common Stock subject
to the option.
(b) "Change in Control" shall mean:
(1) the acquisition by any individual, entity or group (a "Person"),
including any "person" within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act, of beneficial ownership within the meaning of Rule 13d-3
promulgated under the Exchange Act, of 25% or more of either (i) the then
outstanding shares of common stock of the Company (the "Outstanding Common
Stock") or (ii) the combined voting power of the then outstanding securities of
the Company entitled to vote generally in the election of directors (the
"Outstanding Voting Securities"); excluding, however, the following: (A) any
acquisition directly from the Company (excluding any acquisition resulting from
the exercise of an exercise, conversion or exchange privilege unless the
security being so exercised, converted or exchanged was acquired directly from
the Company), (B) any acquisition by the Company, (C) any acquisition by an
employee benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company or (D) any acquisition by any
corporation pursuant to a transaction which complies with clauses (i), (ii) and
(iii) of subsection (3) of this Section 3.8(b);
(2) individuals who, as of the date the Company's registration statement
under Section 12 of the Exchange Act becomes effective, constitute the Board of
Directors (the "Incumbent Board") cease for any reason to constitute at least a
majority of such Board; provided that any individual who becomes a director of
the Company subsequent to such date whose election or nomination for election by
the Company's stockholders was approved by the vote of at least a majority of
the directors then comprising the Incumbent Board shall be deemed a member of
the Incumbent Board; and provided further, that any individual who was initially
elected as a director of the Company as a result of an actual or threatened
election contest, as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act, or any other actual or threatened
solicitation of proxies or consents by or on behalf of any Person other than the
Board shall not be deemed a member of the Incumbent Board;
(3) consummation by the Company of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Company (a "Corporate Transaction"); excluding, however, a
Corporate Transaction pursuant to which (i) all or substantially all of the
individuals or entities who are the beneficial owners, respectively, of the
Outstanding Common Stock and the Outstanding Voting Securities immediately prior
to such Corporate Transaction will beneficially
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own, directly or indirectly, more than 60% of, respectively, the outstanding
shares of common stock, and the combined voting power of the outstanding
securities of such corporation entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Corporate
Transaction (including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the Company's
assets either directly or indirectly) in substantially the same proportions
relative to each other as their ownership, immediately prior to such Corporate
Transaction, of the Outstanding Common Stock and the Outstanding Voting
Securities, as the case may be, (ii) no Person (other than: the Company; any
employee benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company; the corporation resulting from
such Corporate Transaction; and any Person which beneficially owned, immediately
prior to such Corporate Transaction, directly or indirectly, 25% or more of the
Outstanding Common Stock or the Outstanding Voting Securities, as the case may
be) will beneficially own, directly or indirectly, 25% or more of, respectively,
the outstanding shares of common stock of the corporation resulting from such
Corporate Transaction or the combined voting power of the outstanding securities
of such corporation entitled to vote generally in the election of directors and
(iii) individuals who were members of the Incumbent Board will constitute at
least a majority of the members of the board of directors of the corporation
resulting from such Corporate Transaction; or
(4) consummation by the Company of a plan of complete liquidation or
dissolution of the Company.
3.9 NO RIGHT OF PARTICIPATION OR EMPLOYMENT. No person shall have any right
to participate in this Plan. Neither this Plan nor any option granted hereunder
shall confer upon any person any right to continued employment by the Company,
any Subsidiary or any affiliate of the Company or affect in any manner the right
of the Company, any Subsidiary or any affiliate of the Company to terminate the
employment of any person at any time without liability hereunder.
3.10 RIGHTS AS STOCKHOLDER. No person shall have any rights as a stockholder
of the Company with respect to any shares of Common Stock which are subject to
an option hereunder until such person becomes a stockholder of record with
respect to such shares of Common Stock.
3.11 DESIGNATION OF BENEFICIARY. If permitted by the Company, an optionee may
file with the Committee a written designation of one or more persons as such
optionee's beneficiary or beneficiaries (both primary and contingent) in the
event of the optionee's death. To the extent an outstanding option granted
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hereunder is exercisable, such beneficiary or beneficiaries shall be entitled to
exercise such option.
Each beneficiary designation shall become effective only when filed in writing
with the Committee during the optionee's lifetime on a form prescribed by the
Committee. The spouse of a married optionee domiciled in a community property
jurisdiction shall join in any designation of a beneficiary other than such
spouse. The filing with the Committee of a new beneficiary designation shall
cancel all previously filed beneficiary designations.
If an optionee fails to designate a beneficiary, or if all designated
beneficiaries of an optionee predecease the optionee, then each outstanding
option hereunder held by such optionee, to the extent exercisable, may be
exercised by such optionee's executor, administrator, legal representative or
similar person.
3.12 FOREIGN EMPLOYEES. Without amending this Plan, the Committee may grant
options to eligible persons who are foreign nationals on such terms and
conditions different from those specified in this Plan as may in the judgment of
the Committee be necessary or desirable to foster and promote achievement of the
purposes of this Plan and, in furtherance of such purposes the Committee may
make such modifications, amendments, procedures, subplans and the like as may be
necessary or advisable to comply with provisions of laws in other countries or
jurisdictions in which the Company or its Subsidiaries operates or has
employees.
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