MoneyGram 2005 Annual Report Download - page 133

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United States version
within the two (2) years following the date of the Grantee's termination of employment with the Corporation or any of its Affiliates.
(iv) If, at any time within two (2) years after the date of the 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 Section 3(b), then any gain (without regard to tax effects) realized by Grantee from
the exercise of this Option, in whole or in part, shall be paid by Grantee 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 hereunder.
(c) Misconduct. Unless a Change in Control shall have occurred after the date hereof:
(i) The Corporation is authorized to suspend or terminate this Option and any other outstanding stock option or stock appreciation right held by the
Grantee prior to or after termination of employment if the Corporation reasonably determines that during the 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 the Grantee or of the Always Honest
compliance program or similar program of the Corporation; or
(2) Grantee was aware of and failed to report, as required by any code of ethics of the Corporation applicable to the 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 the Grantee or
of the Always Honest compliance program or similar program of the Corporation.
(ii) If, at any time after the Grantee exercises this Option in whole or in part, the Corporation reasonably determines that the provisions of Section 3(c)
applies to the Grantee, then any gain (without regard to tax effects) realized by the Grantee from such exercise shall be paid by Grantee to the Corporation.
The Grantee consents to the deduction from any amounts the Corporation or any of its Affiliates owes to the Grantee to the extent of the amounts the Grantee
owes the Corporation under this Section 3.
(d) Acts Contrary to Corporation. Unless a Change in Control shall have occurred after the date hereof:
(i) The Corporation is authorized to suspend or terminate this Option and any other outstanding stock option or stock appreciation right held by the
Grantee prior to or after termination of employment if the Corporation reasonably determines that 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.
(ii) If, at any time within two (2) years after the Grantee exercises this Option in whole or in part, the Corporation reasonably determines that 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 any gain (without regard to tax effects) realized by the Grantee from such exercise shall be paid by Grantee to the Corporation. The Grantee
consents to the deduction from any amounts the Corporation or any of its Affiliates owes to the Grantee to the extent of the amounts the Grantee owes the
Corporation under this Section 3.
(e) The Corporation's reasonable determination required under Sections 3(c)(i) and (ii) and 3(d)(i) and (ii) shall be made by the Human Resources
Committee of the Corporation's Board of Directors, 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