MoneyGram 2005 Annual Report Download - page 135

United States version
of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the
Incumbent Board, or
(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a
"Corporate Transaction") excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities
who are the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately
prior to such Corporate Transaction (the "Prior Stockholders") beneficially own, directly or indirectly, more than 60% of, respectively, 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, as
the case may be, of the Corporation or other entity resulting from such Corporate Transaction (including, without limitation, a corporation or other entity
which as a result of such transaction owns the Corporation or all or substantially all of the Corporation's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Corporation
Common Stock and Outstanding Corporation Voting Securities, as the case may be, (2) no Person (other than the Corporation or any entity controlled by
the Corporation, any employee benefit plan (or related trust) of the Corporation or any entity controlled by the Corporation or such corporation or other
entity resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of
Common Stock of the Corporation or other entity resulting from such Corporate Transaction or the combined voting power of the outstanding voting
securities of the Corporation or such other entity entitled to vote generally in the election of directors except to the extent that such ownership existed prior
to the Corporate Transaction and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board
of directors of the corporation resulting from such Corporate Transaction; and further excluding any disposition of all or 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.
(b) In the event of a Change in Control, this Option (to the extent outstanding as of the date such Change in Control is determined to have occurred) if not
then exercisable and vested shall become fully exercisable and vested to the full extent of the original grant.
7. Plan and Plan Interpretations as Controlling. This Option 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 may amend the Plan, and that the Committee shall administer the Plan. The
Grantee, by acceptance of this Option, agrees to be bound by said Plan and such Board and Committee actions.
8. Termination of the Plan; No Right to Future Grants. By entering into this Non-Qualified Stock Option 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 an Option is a one-time
benefit which does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options; (c) that all determinations with
respect to any such future grants, including, but not limited to, the times when the Option shall
6