MoneyGram 2005 Annual Report Download - page 126

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United States version
(iv) If, at any time within two (2) years following the date of Grantee's termination of employment with the Corporation or any of its Affiliates,
Grantee engages in any conduct agreed to be avoided pursuant to the provisions of paragraph 3(b), then all consideration (without regard to tax effects)
received directly or indirectly by Grantee from the sale or other disposition of all Earned Shares which were earned within the two (2) year period prior to
Grantee's termination from employment shall be paid by Grantee to the Corporation, or such Earned Shares shall be returned to the Corporation. Grantee
consents to the deduction from any amounts the Corporation or any of its Affiliates owes to Grantee to the extent of the amounts Grantee owes the
Corporation or its Affiliates hereunder.
(d) Misconduct. Unless a Change in Control shall have occurred after the date hereof:
(i) All consideration (without regard to tax effects) received directly or indirectly by Grantee from the sale or other disposition of the Earned Shares
shall be paid by Grantee to the Corporation or such Earned Shares shall be returned to the Corporation, if the Corporation reasonably determines that during
Grantee's employment with the Corporation or any of its Affiliates:
(1) Grantee knowingly participated in misconduct that causes a misstatement of the financial statements of MoneyGram International, Inc. or any
of its Affiliates or misconduct which represents a material violation of any code of ethics of the Corporation applicable to Grantee or of the Always Honest
compliance program or similar program of the Corporation or its Affiliates; or
(2) Grantee was aware of and failed to report, as required by any code of ethics of the Corporation applicable to Grantee or by the Always Honest
compliance program or similar program of the Corporation, misconduct that causes a misstatement of the financial statements of MoneyGram International,
Inc. or any of its Affiliates or misconduct which represents a material knowing violation of any code of ethics of the Corporation applicable to Grantee or of
the Always Honest compliance program or similar program of the Corporation or its Affiliates.
(ii) Grantee consents to the deduction from any amounts the Corporation or any of its Affiliates owes to Grantee to the extent of the amounts Grantee
owes the Corporation under this paragraph 3(c).
(e) Acts Contrary to Corporation. Unless a Change in Control shall have occurred after the date hereof, if the Corporation reasonably determines that
at any time within two (2) years after the lapse of the Restriction Period Grantee has acted significantly contrary to the best interests of the Corporation,
including, but not limited to, any direct or indirect intentional disparagement of the Corporation, then all consideration (without regard to tax effects) received
directly or indirectly by Grantee from the sale or other disposition of all Earned Shares which vest during the two (2) year period prior to the Corporation's
determination shall be paid by Grantee to the Corporation, or such Earned Shares shall be returned to the Corporation. Grantee consents to the deduction from
any amounts the Corporation or any of its Affiliates owes to Grantee to the extent of the amounts Grantee owes the Corporation under this paragraph 3(d).
(f) The Corporation's reasonable determination required under Sections 3(c)(i) and 3(d) 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.
4. Certificates for the Shares. The Corporation shall issue a certificate in respect of the Shares or shall direct the Corporation's transfer agent to record
ownership in respect of the Shares in the Corporation's stock ledger in the name of the Grantee, the number of Shares of which shall equal the amount of the
award specified herein, and shall prohibit the transfer of such Shares by the Grantee until the expiration of the restrictions set forth in paragraph 2 above. In
the alternative, the Corporation may, at its option, issue the shares in book entry. The certificate or record of ownership or book entry shall bear the following
legend: 3