MoneyGram 2005 Annual Report Download - page 146

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(b) For purposes of the provisions of Section 3, it shall be conclusively presumed that the Director 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.
(c) The Corporation is authorized to suspend or terminate this Option and any other outstanding stock option or stock appreciation right held by the
Director prior to or after termination of service on the Corporation's Board of Directors if the Director engages in any conduct agreed to be avoided
pursuant to the provisions of Section 3 at any time within the two (2) years following the date of the Director's termination of service.
(d) If, at any time within two (2) years after the date of the Director's termination of service with the Corporation or any of its Affiliates, Director
engages in any conduct agreed to be avoided pursuant to the provisions of this Section 3, then any gain (without regard to tax effects) realized by Director
from the exercise of this Option, in whole or in part, shall be paid by Director to the Corporation. Director consents to the deduction from any amounts the
Corporation or any of its Affiliates owes to Director to the extent of the amounts Director owes the Corporation hereunder.
4. Non-Transferability of this Option. This Option may not be assigned, encumbered or transferred, in whole or in part, except by the Director's will or
in accordance with the applicable laws of descent and distribution or as otherwise provided or permitted under the Plan, except that a Director holding a Non-
Qualified Stock Option may designate as the transferee of any such Option any member of such Director's "Immediate Family"(as defined in Rule 16a, as
promulgated by the Commission under the Exchange Act) or to a trust whose beneficiaries are members of such Director's Immediate Family, without
payment of consideration, to have the power to exercise such Option, and be subject to all the conditions of such Option prior to such designation, such power
to exercise to become effective only in the event that such Director 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 Director.
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
3