MoneyGram 2011 Annual Report Download - page 187

(a) if the Holder’s employment with the Company or any of its Subsidiaries is terminated for Cause (as defined below), any portion of the
SARs that has not been exercised on the date of the Holder’s termination of employment, whether vested or unvested, shall be immediately forfeited;
(b) if the Holder’s employment with the Company or any of its Subsidiaries is terminated by the Company without Cause or the Holder
terminates his employment with Good Reason, any portion of the SARs that has not vested on the date of the Holder’s termination of employment shall be
forfeited, and any portion of the SARs that has vested may be exercised until the earlier of (i) the Expiration Date and (ii) the date that is one hundred eighty
(180) days after the date of the Holder’s termination of employment;
(c) if the Holder resigns without Good Reason or for any reason other than death or Disability (as defined below), any portion of the SARs that
has not vested on the date of the Holder’s termination of employment shall be immediately forfeited, and any portion of the SARs that has vested may be
exercised until the earlier of (i) the Expiration Date, or (ii) the date that is thirty (30) days after the date of the Holder’s termination of employment;
(d) if the Holder’s employment with the Company or any of its Subsidiaries is terminated due to a Disability, any portion of the SARs that has
not vested on the date of the Holder’s termination of employment and that does not vest pursuant to Section 4(f) shall be forfeited, and any portion of the
SARs that has vested, or that vests pursuant to Section 4(f) below, may be exercised until the earlier of (i) the Expiration Date and (ii) the date that is twelve
(12) months after the later of the date of the Holder’s termination due to Disability or the date of any subsequent vesting pursuant to Section 4(f) below; and
(e) if the Holder’s employment with the Company or any of its Subsidiaries is terminated due to death, any portion of the SARs that has not
vested on the date of the Holder’s termination of employment and that does not vest pursuant to Section 4(f) shall be forfeited, and any portion of the SARs
that has vested, or that vests pursuant to Section 4(f) below, may be exercised by the Holder’s personal representative or the administrators of the Holder’s
estate or by any Person or Persons to whom the SARs have been transferred by will or the applicable laws of descent and distribution until the earlier of
(i) the Expiration Date and (ii) the date that is twelve (12) months after the later of the date of the Holder’s death or the date of any subsequent vesting
pursuant to Section 4(f) below.
(f) if the Holder’s employment with the Company or any of its Subsidiaries is terminated due to a Disability (as defined below) or death, then
(x) upon such termination, the portion of such SARs that otherwise, absent such termination, would vest during the 12−month period following the date of
such termination shall vest on the date of termination. The number of SARs deemed exercisable upon termination shall be calculated after giving effect to
the acceleration of vesting specified in this clause (f).
For purposes of this Agreement, termination of the Holder’s employment (whether or not in breach of any local employment law in the country
where the Holder resides, and whether or not later found to be invalid) shall be effective as of the date that the Holder is no longer actively providing
Services and will not be extended by any notice period mandated under
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