MoneyGram 2005 Annual Report Download - page 141

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United Kingdom version
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 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 5