MoneyGram 2005 Annual Report Download - page 139

United Kingdom version
Stock or partly with Common Stock and the balance in cash, he will be notified by the Corporation of the fair market value of the Common Stock on the
exercise date and the amount of Common Stock or cash payable. Within five business days after the exercise date, the Grantee shall deliver to the Corporation
either cash or Common Stock certificates, in negotiable form, at least equal in value to the purchase price, or that portion thereof to be paid for with Common
Stock, together with cash sufficient to pay the full purchase price. Only full Shares of Common Stock shall be utilized for payment purposes.
To the extent permissible under applicable tax, securities, and other laws, the Corporation may, in its sole discretion, permit Grantee to satisfy a tax
withholding requirement by surrendering Shares, including Shares to which Grantee is entitled as a result of the exercise of this Option, in such manner as the
Corporation shall choose in its discretion, to satisfy such requirement.
3. Forfeiture and Repayment Provisions. Unless a Change in Control (as defined below) shall have occurred after the date hereof:
(a) Certification. The right to exercise this Option shall be conditional upon certification by the Grantee at time of exercise that the Grantee has read and
understands the forfeiture and repayment provisions set forth in this Section 3, that the Grantee has not engaged in any misconduct or acts contrary to the
Corporation as described below, and that Grantee has no intent to leave employment with the Corporation or any of its Affiliates for the purpose of engaging
in any activity or providing any services which are contrary to the spirit and intent of Section 3(b).
(b) Non-Compete. Unless a Change in Control (as defined below) shall have occurred after the date hereof:
(i) In order to better protect the goodwill of the Corporation and its Affiliates and to prevent the disclosure of the Corporation's or its Affiliates' trade
secrets and confidential information and thereby help insure the long-term success of the business, the Grantee, without prior written consent of the
Corporation, will not engage in any activity or provide any services, whether as a director, manager, supervisor, employee, adviser, agent, consultant, owner
of more than five (5) percent of any enterprise or otherwise, for a period of two (2) years following the date of the Grantee's termination of employment with
the Corporation or any of its Affiliates, in connection with the manufacture, development, advertising, promotion, design, or sale of any service or product
which is the same as or similar to or competitive with any services or products of the Corporation or its Affiliates (including both existing services or products
as well as services or products known to the Grantee, as a consequence of the Grantee's employment with the Corporation or one of its Affiliates, to be in
development):
(1) with respect to which the Grantee's work has been directly concerned at any time during the two (2) years preceding termination of employment
with the Corporation or one of its Affiliates, or
(2) with respect to which during that period of time the Grantee, as a consequence of the Grantee's job performance and duties, acquired knowledge
of trade secrets or other confidential information of the Corporation or its Affiliates.
(ii) For purposes of the provisions of Section 3(b), it shall be conclusively presumed that the Grantee has knowledge of information he or she was
directly exposed to through actual receipt or review of memos or documents containing such information, or through actual attendance at meetings at which
such information was discussed or disclosed.
(iii) 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 Grantee engages in any conduct agreed to be avoided pursuant to the provisions of Section 3(b) at
any time 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 3