MoneyGram 2005 Annual Report Download - page 138

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United Kingdom version
requirements and non-compete and forfeiture provisions set forth herein, or prior to the expiration of the Option Period, whichever shall occur sooner.
(e) For purposes of this Agreement, termination for cause shall mean a termination which results from:
(i) a willful and continued failure to perform the required duties of the Grantee's position;
(ii) a breach of Grantee's fiduciary duty to the Corporation;
(iii) an act of willful or gross misconduct, whether or not such act is the basis for a determination by Company pursuant to 3(c) or (d) below that
Grantee has engaged in misconduct or acts contrary to the Corporation; or
(iv) a conviction or guilty plea to a felony or to a misdemeanor involving an act or acts of fraud, theft or embezzlement.
The Corporation's determination as to whether a termination was for cause 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.
2. Method of Exercise of this Option. This Option may be exercised in the manner hereinafter prescribed, in whole or in part, at any time or from time to
time, during the Option Period as follows.
(a) One third of the Shares hereby optioned at any time after one year from the date hereof,
(b) One third of the Shares hereby optioned at any time two years from the date hereof, and
(c) the balance of the Shares hereby optioned at any time after three years from the date hereof. This Option shall not be exercisable prior to the expiration
of one year from the date of grant, except as otherwise specified in the Plan. All purchases hereunder must be completed within the time periods prescribed
herein for the exercise thereof.
(d) Notwithstanding Sections (a), (b), and (c) of this Section 2 if the Grantee ceases to be an employee of the Corporation or any Affiliate by reason of
death, disability or retirement, this Option (to the extent valid and outstanding as of the date such Grantee ceases to be an employee) if not then exercisable
shall become fully exercisable to the full extent of the original grant; provided, however, that if such date on which such Grantee ceases to be an employee is
within six months of the date of grant of a particular Stock Option held by a Grantee who is an officer or director of the Corporation and is subject to Section
16(b) of the Exchange Act this Option shall not become fully exercisable until six months and one day after such date of grant.
On or before the expiration of the Option Period specified herein, written notice of the exercise of this Option with respect to all or a part of the
Common Stock hereby optioned may be mailed or delivered to the Corporation by the Grantee in such form as the Corporation may require, properly
completed and among other things stating the number of Shares of Common Stock with respect to which the Option is being exercised, and specifying the
method of payment for such Common Stock. The notice must be mailed or delivered prior to the expiration of this Option.
Before any stock certificates shall be issued or book entry made reflecting the transfer of shares to Grantee, the entire purchase price of the Common
Stock purchased shall be paid to the Corporation. Certificates will be issued to the purchaser, or book entry made, as soon as practicable thereafter. Failure to
pay the purchase price for any Common Stock within the time specified in said notice shall result in forfeiture of the Grantee's right to purchase the Common
Stock at a later date and the number of shares of Common Stock which may thereafter be purchased hereunder shall be reduced accordingly.
The purchase price may be paid either entirely in cash or in whole or in part with unrestricted Common Stock already owned by the Grantee. If the
Grantee elects to pay the purchase price entirely in cash, he will be notified of the purchase price by the Corporation. If the Grantee elects to pay the purchase
price either substantially all with Common 2