MoneyGram 2005 Annual Report Download - page 129

United States version
substantially all of the assets of the Corporation pursuant to a spin-off, split-up or similar transaction (a "Spin-off") if, immediately following the Spin-off,
the Prior Stockholders beneficially own, directly or indirectly, more than 80% of the outstanding shares of common stock and the combined voting power
of the then outstanding voting securities entitled to vote generally in the election of directors of both entities resulting from such transaction, in
substantially the same proportions as their ownership, immediately prior to such transaction, of the Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities, respectively; provided, that if another Corporate Transaction involving the Corporation occurs in connection
with or following a Spin-off, such Corporate Transaction shall be analyzed separately for purposes of determining whether a Change in Control has
occurred; or
(iv) The approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation.
9. Plan and Plan Interpretations as Controlling. The Shares hereby awarded and the terms and conditions herein set forth are subject in all respects to
the terms and conditions of the Plan, which are controlling. The Plan provides that the Board or the Committee may from time to time make changes therein,
interpret it and establish regulations for the administration thereof. The Grantee, by acceptance of this Agreement, agrees to be bound by said Plan and such
Board and Committee actions.
10. Termination of the Plan; No Right to Future Grants. By entering into this Performance-Based Restricted Stock Agreement, the Grantee
acknowledges: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Corporation at any time; (b) that each grant of Restricted
Stock is a one-time benefit which does not create any contractual or other right to receive future grants of Restricted Stock, or benefits in lieu of Restricted
Stock; (c) that all determinations with respect to any such future grants, including, but not limited to, the times when the Restricted Stock shall be granted, the
number of shares, the restriction period, and the time or times when any such grants shall vest, will be at the sole discretion of the Corporation; (d) that the
Grantee's participation in the Plan shall not create a right to further employment with the Grantee's employer and shall not interfere with the ability of the
Grantee's employer to terminate the Grantee's employment relationship at any time with or without cause; (e) that the Grantee's participation in the Plan is
voluntary; (f) that the value of the Shares is an extraordinary item of compensation which is outside the scope of the Grantee's employment contract, if any;
(g) that the Shares are not part of normal and expected compensation for purposes of calculating any severance, resignation, bonuses, pension or retirement
benefits or similar payments; (h) that the right to any unvested portion of the Shares ceases upon termination of employment for any reason except as may
otherwise be explicitly provided in the Plan or this Performance-Based Restricted Stock Agreement; (i) that the future value of the Shares is unknown and
cannot be predicted with certainty; and (j) the foregoing terms and conditions apply in full with respect to any prior grants of Restricted Stock to Grantee.
11. Governing Law. This agreement is governed by and is to be construed and enforced in accordance with the laws of Delaware. Shares may not be
issued hereunder, or redelivered, whenever such issuance or redelivery would be contrary to law or the regulations of any governmental authority having
jurisdiction. 6