MoneyGram 2011 Annual Report Download - page 185

There shall be no partial vesting during any period. Except as set forth in Section 4 hereof, if the Holder’s employment with the Company or
any of its Subsidiaries is terminated on or prior to the fourth anniversary of the Grant Date, the unvested portion of the SARs shall be forfeited as described
in Section 4 hereof.
(b) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in
Section 424(f) of the Code.
3. Effect of Change in Control.
Notwithstanding the vesting provisions contained in Section 2 above, but subject to the other terms and conditions contained in this Agreement,
from and after a Change in Control (as defined below) the following provisions shall apply:
(a) If at the time of the Change in Control, the per share Fair Market Value of the Common Stock does not exceed the per share SARs Price,
then the SARs, whether vested or unvested, shall immediately terminate in full and be of no further force or effect; and
(b) If at the time of the Change in Control, the per share Fair Market Value of the Common Stock exceeds the SARs Price, then the Committee,
in its sole discretion, may:
(i) provide the Holder a reasonable amount of time (such period of time to be determined by the Committee in its sole discretion) to
exercise the vested and unexercised portion of the SARs that is outstanding at the time of the Change in Control and, if not exercised within such period,
have the SARs terminate in full and be of no further force or effect with respect to any unexercised portion of such SARs (and the unvested portion of the
SARs shall be forfeited);
(ii) provide for the termination of the SARs in exchange for payment to the Holder of the excess of (x) the aggregate Fair Market Value
of the Common Stock issuable pursuant to the vested portion of the SARs that is outstanding and unexercised at the time of the Change in Control over
(y) the aggregate SARs Price for such vested portion of the SARs (and the unvested portion of the appropriate adjustment as may be determined by the
Committee from time to time in accordance with Section 8 shall be forfeited); or
(iii) if the Change in Control involves the merger or consolidation of the Company with or into another entity, provide for the
substitution by the surviving entity or its direct or indirect parent of awards with substantially the same terms as the SARs in accordance with Section 409A
of the United States Internal Revenue Code of 1986, as amended, and Section 4(c) of the Plan.
(c) Notwithstanding the other provisions of this Section 3, if a Change in Control occurs, and after giving effect thereto (i) the Common
Stock no longer trades on a United States securities exchange or trading market, and (ii) the Holder’s employment is terminated by the Company or any of
its Subsidiaries without Cause (as defined in Section 4 below) or the Holder terminates his or her employment with “Good Reason” (as such term is defined
below) in each case following the occurrence of such Change in Control, then any portion of the SARs outstanding as of the termination of employment but
not previously vested shall automatically accelerate and become vested.
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