MoneyGram 2005 Annual Report Download - page 145

(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 Director ceases to be a director of the Corporation by reason of death, disability or
retirement, this Option (to the extent valid and outstanding as of the date such Director ceases to be a director) 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 Director ceases to be a director or an employee is
within six months of the date of grant of a particular Stock Option held by a Director 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 Director 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 Director. If the
Director elects to pay the purchase price entirely in cash, he will be notified of the purchase price by the Corporation. If the Director elects to pay the purchase
price either substantially all with Common 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 Director 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 Director may satisfy a tax withholding requirement by surrendering Shares,
including Shares to which Director is entitled as a result of the exercise of this Option.
3. Non-Compete. Unless a Change in Control (as defined below) shall have occurred after the date hereof:
(a) 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 Director, 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 Director's termination of service
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 Director, as a consequence of the Director's service on the Board of Directors of the Corporation
to be in development). 2