MoneyGram 2005 Annual Report Download - page 134

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United States version
4. Non-Transferability of this Option. This Option may not be assigned, encumbered or transferred, in whole or in part, except by the Grantee's will or in
accordance with the applicable laws of descent and distribution or as otherwise provided or permitted under the Plan, except that a Grantee holding a Non-
Qualified Stock Option may designate as the transferee of any such Option any member of such Grantee's "Immediate Family"(as defined in Rule 16a, as
promulgated by the Commission under the Exchange Act) or to a trust whose beneficiaries are members of such Grantee's Immediate Family, without
payment of consideration, to have the power to exercise such Option, and be subject to all the conditions of such Option prior to such designation, such power
to exercise to become effective only in the event that such Grantee shall die prior to exercising such Option.
5. Adjustments for Changes in Capitalization of Corporation. The Common Stock covered by this Option is, at the option of the Corporation, either
authorized but unissued or reacquired Common Stock. In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split,
extraordinary distribution with respect to the Common Stock or other change in corporate structure affecting the Common Stock during the Option Period, the
number of Shares of Common Stock which may thereafter be purchased pursuant to this Option and the purchase price per share, shall be appropriately
adjusted, or other appropriate substitutions shall be made, and the determination of the Board of Directors of the Corporation, or the Human Resources
Committee of the Board of Directors, as the case may be, as to any such adjustments shall be final, conclusive and binding upon the Grantee.
6. Effect of Change in Control.
(a) For purposes of this Agreement, a Change in Control shall mean any of the following events:
(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 election of directors (the "Outstanding Corporation Voting Securities"); excluding, however the following:
(1) any acquisition directly from the Corporation or any entity controlled by the Corporation other than an acquisition by virtue of the exercise of
a conversion privilege unless the security being so converted was itself acquired directly from the Corporation or any entity controlled by the
Corporation,
(2) any acquisition by the Corporation, or any entity controlled by the Corporation,
(3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any entity controlled by the
Corporation or
(4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of Section (iii) below; or
(ii) A change in the composition of the Board such that the individuals who, as of the effective date of the Plan, constitute the Board (such Board shall
be hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of
this Section (b) that any individual, who becomes a member of the Board subsequent to the effective date of the Plan, whose election, or nomination for
election by the Corporation's stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were
also members of the Incumbent Board (or deemed to be such pursuant to this proviso), shall be considered as though such individual were a member of the
Incumbent Board; but provided further, that any such individual whose initial assumption of office occurs as a result
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