MoneyGram 2005 Annual Report Download - page 125

United States version
normal or early retirement, full ownership of the Earned Shares will vest at the end of the applicable Restriction Period as set forth in paragraph 2 on a pro-
rata basis, calculated based on the percentage of time such Grantee was employed by the Corporation or any of its Affiliates from the Grant Date through the
date the Grantee ceases to be an employee of the Corporation or any of its Affiliates, and the pro-rata portion of the Earned Shares that do not vest will be
forfeited and returned to the Corporation.
(b) For purposes of this Agreement, termination for cause shall mean a termination which results from:
(i) a willful and continued failure to perform the required duties of the Grantee's position;
(ii) a breach of Grantee's fiduciary duty to the Corporation;
(iii) an act of willful or gross misconduct, whether or not such act is the basis for a determination by Company pursuant to 3(d) or (e) below that
Grantee has engaged in misconduct or acts contrary to the Corporation; or
(iv) a conviction or guilty plea to a felony or to a misdemeanor involving an act or acts of fraud, theft or embezzlement.
The Corporation's determination of whether a termination was for cause shall be made by the Committee, in the case of executive officers of the Corporation,
and by the Chief Executive Officer and General Counsel of the Corporation, in the case of all other officers and employees.
(c) Non-Compete. Unless a Change in Control (as defined below) shall have occurred after the date hereof:
(i) In order to better protect the goodwill of the Corporation and its Affiliates and to prevent the disclosure of the Corporation's or its Affiliates' trade
secrets and confidential information and thereby help insure the long-term success of the business, Grantee, without prior written consent of the Corporation,
will not engage in any activity or provide any services, whether as a director, manager, supervisor, employee, adviser, agent, consultant, owner of more than
five (5) percent of any enterprise or otherwise, for a period of two (2) years following the date of Grantee's termination of employment with the Corporation
or any of its Affiliates, in connection with the manufacture, development, advertising, promotion, design, or sale of any service or product which is the same
as or similar to or competitive with any services or products of the Corporation or its Affiliates (including both existing services or products as well as
services or products known to the Grantee, as a consequence of Grantee's employment with the Corporation or one of its Affiliates, to be in development):
(1) with respect to which Grantee's work has been directly concerned at any time during the two (2) years preceding termination of employment
with the Corporation or one of its Affiliates, or
(2) with respect to which during that period of time Grantee, as a consequence of Grantee's job performance and duties, acquired knowledge of
trade secrets or other confidential information of the Corporation or its Affiliates.
(ii) For purposes of the provisions of paragraph 3(b), it shall be conclusively presumed that Grantee has knowledge of information he or she was
directly exposed to through actual receipt or review of memos or documents containing such information, or through actual attendance at
meetings at which such information was discussed or disclosed.
(iii) All Shares subject to the restrictions imposed by paragraph 2 above shall be forfeited and returned to the Corporation, if Grantee engages in
any conduct agreed to be avoided pursuant to the provisions of paragraph 3(b) at any time within two (2) years following the date of Grantee's
termination of employment with the Corporation or any of its Affiliates.
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