MoneyGram 2005 Annual Report Download - page 147

(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 voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the Corporation or other entity resulting from such Corporate Transaction (including,
without limitation, a corporation or other entity which as a result of such transaction owns the Corporation or all or substantially all of the
Corporation's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to
such Corporate Transaction, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be,
(2) no Person (other than the Corporation or any entity controlled by the Corporation, any employee benefit plan (or related trust) of the Corporation
or any entity controlled by the Corporation or such corporation or other entity resulting from such Corporate Transaction) will beneficially own,
directly or indirectly, 20% or more of, respectively, the outstanding shares of Common Stock of the Corporation or other entity resulting from such
Corporate Transaction or the combined voting power of the outstanding voting securities of the Corporation or such other entity entitled to vote
generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction and (3) individuals who were
members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such
Corporate Transaction; and further excluding any disposition of all or substantially all of the assets of the Corporation pursuant to a spin-off, split-up
or similar transaction (a "Spin-off") if, immediately following the Spin-off, the Prior Stockholders beneficially own, directly or indirectly, more than
80% of the outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in
the election of directors of both entities resulting from such transaction, in substantially the same proportions as their ownership, immediately prior to
such transaction, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, respectively; provided, that if
another Corporate Transaction involving the Corporation occurs in connection with or following a Spin-off, such Corporate Transaction shall be
analyzed separately for purposes of determining whether a Change in Control has occurred; or
(iv) The approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation.
(b) In the event of a Change in Control, this Option (to the extent outstanding as of the date such Change in Control is determined to have occurred) if
not then exercisable and vested shall become fully exercisable and vested to the full extent of the original grant.
7. Plan and Plan Interpretations as Controlling. This Option and the terms and conditions herein set forth are subject in all respects to the terms and
conditions of the Plan, which are controlling. The Plan provides that the Board may amend the Plan, and that the Committee shall administer the Plan. The
Director, by acceptance of this Option, agrees to be bound by said Plan and such Board and Committee actions.
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