MoneyGram 2005 Annual Report Download - page 127

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United States version
The transferability of the Shares of stock represented hereby are subject to the terms and conditions (including forfeiture) contained in the MoneyGram
International, Inc. 2005 Omnibus Incentive Plan and an Agreement entered into between the registered owner and MoneyGram International, Inc. Copies
of such Plan and Agreement are on file with the Vice President-General Counsel of MoneyGram International, Inc., 1550 Utica Avenue South,
Minneapolis, MN 55416.
The Grantee further agrees that simultaneously with his or her acceptance of this Agreement, he or she shall execute a stock power covering such award
endorsed in blank and that he or she shall promptly deliver such stock power to the Corporation.
5. Grantee's Rights. Except as otherwise provided herein, the Grantee, as owner of the Shares, shall have all rights of a shareholder, including, but not
limited to, the right to receive all dividends paid on the Shares and the right to vote the Shares, unless and until the Shares are forfeited pursuant to the
provisions of paragraphs 2 or 3 above.
6. Expiration of Restriction Period. Upon the lapse or expiration of the Restriction Period with respect to any Earned Shares, the Corporation shall
redeliver to the Grantee the certificate in respect of such Earned Shares (reduced appropriately in number in the event of early or normal retirement) and the
related stock power held by the Corporation pursuant to paragraph 4 above, or shall, if the Earned Shares are held in book entry form, cause the removal of the
restrictive legend associated with such Earned Shares. The Earned Shares as to which the Restriction Period shall have lapsed or expired and which are
represented by such certificate or held in book entry form shall be free of the restrictions referred to in paragraph 2 above and shall not bear thereafter the
legend provided for in paragraph 4 above.
To the extent permissible under applicable tax, securities, and other laws, the Corporation may, in its sole discretion, permit Grantee to satisfy a tax
withholding requirement by directing the Corporation to apply Earned Shares to which Grantee is entitled as a result of termination of the Restricted Period
with respect to any Earned Shares, in such manner as the Corporation shall choose in its discretion to satisfy such requirement.
7. Adjustments for Changes in Capitalization of Corporation. In the event of a change in the Common Stock through stock dividends, stock splits,
recapitalization or other changes in the corporate structure of the Corporation during the Restriction Period, the number of Shares of Common Stock subject to
restrictions as set forth herein shall be appropriately adjusted and the determination of the Board as to any such adjustments shall be final, conclusive and
binding upon the Grantee. Any Shares of Common Stock or other securities received, as a result of the foregoing, by the Grantee with respect to Shares
subject to the restrictions contained in paragraph 2 above also shall be subject to such restrictions and the certificate(s) or other instruments representing or
evidencing such Shares or securities shall be legended and deposited with the Corporation, along with an executed stock power, in the manner provided in
paragraph 4 above.
8. Effect of Change in Control. In the event of a Change in Control (as defined below), the restrictions applicable to any Shares subject to this Agreement
shall lapse, and such Shares shall be free of all restrictions and become fully vested and transferable to the full extent of the original grant.
(a) For purposes of this Agreement, a Change in Control shall mean:
(i) An acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either: (1) the then outstanding shares of Common
Stock of the Corporation (the "Outstanding Corporation Common Stock") or (2) the combined voting power of the then outstanding voting securities of the
Corporation entitled to vote generally in the 4