MoneyGram 2011 Annual Report Download - page 186

“Good Reason” with respect to the Holder shall mean following a Change in Control: (A) a material reduction in the Holder’s position or
responsibilities from the Holder’s position or responsibilities in effect immediately prior to such Change in Control, excluding for this purpose an isolated,
insubstantial or inadvertent action not taken in bad faith; (B) a material reduction in the Holder’s base salary or target bonus opportunity, if any, as in effect
immediately prior to such Change in Control, except in connection with an across−the−board reduction of not more than 10% applicable to similarly
situated employees of the Company, or (C) the reassignment, without the Holder’s consent, of the Holder’s place of work to a location more than 50 miles
from the Holder’s place of work immediately prior to the Change in Control; provided that none of the events described in clauses (A), (B) and (C) shall
constitute Good Reason hereunder unless (x) the Holder shall have given written notice to the Company of the Holder’s intent to terminate his or her
employment with Good Reason within sixty (60) days following the occurrence of any such event and (y) the Company shall have failed to remedy such
event within thirty (30) days of the Company’s receipt of such notice.
(d) For purposes of this Agreement, notwithstanding the definition of Change in Control in any other agreement or plan that may be applicable
to the Holder, “Change in Control” shall mean (i) a sale, transfer or other conveyance or disposition, in any single transaction or series of transactions, of all
or substantially all of the Company’s assets, (ii) the transfer of more than 50% of the outstanding securities of the Company, calculated on a fully−diluted
basis, to an entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the United States Securities Exchange Act of 1934 (the “Exchange Act”)),
or (iii) the merger, consolidation reorganization, recapitalization or share exchange of the Company with another entity, in each case in clauses (ii) and
(iii) above under circumstances in which the holders of the voting power of the outstanding securities of the Company, as the case may be, immediately
prior to such transaction, together with such holders’ affiliates and related parties, hold less than 50% in voting power of the outstanding securities of the
Company or the surviving entity or resulting entity, as the case may be, immediately following such transaction; provided, however, that the issuance of
securities by the Company shall not, in any event, constitute a Change in Control, and for the avoidance of doubt a sale or other transfer or series of transfers
of all or any portion of the securities of the Company held by the Investors and their affiliates and related parties shall not constitute a Change in Control
unless such sale or transfer or series of transfers results in a entity or group (as defined in the Exchange Act) other than the Investors and their affiliates and
related parties holding more than 50% in voting power of the outstanding securities of the Company.
For purposes hereof, “Investors” shall mean the “Investors” as defined in that certain Amended and Restated Purchase Agreement, dated
March 17, 2008, by and between the Company and the other parties thereto, and their respective affiliates (not including the Company).
4. Effect of Termination of Employment.
If the Holder’s employment is terminated, the following shall apply:
3