MoneyGram 2011 Annual Report Download - page 188

an employment law or practice in the country where the Holder resides, even if otherwise applicable to the Holder’s employment benefits (e.g., active
employment would not include a period of “garden leave” or similar period); furthermore, in the event of termination of the Holder’s employment, the
Holder’s right to vest in the or exercise the SARs after termination of employment, if any, will be measured by the date the Holder ceases to provide active
services and will not be extended by any notice period describe above; the Committee shall have the exclusive discretion to determine when the Holder is no
longer actively employed for purposes of the SARs.
For purposes of this Agreement, “Cause” shall mean (A) the Holder’s willful refusal to carry out, in all material respects, the reasonable and
lawful directions of the person or persons to whom the Holder reports or the Board that are within the Holder’s control and consistent with the Holder’s
status with the Company of its Subsidiary and his or her duties and responsibilities hereunder (except for a failure that is attributable to the Holder’s illness,
injury or Disability) for a period of 10 days following written notice by the Company or its Subsidiary to the Holder of such failure, (B) fraud or material
dishonesty in the performance of the Holder’s duties hereunder, (C) an act or acts on the Holder’s part constituting (x) a felony under the laws of the United
States or any state thereof, (y) a misdemeanor involving moral turpitude or (z) a material violation of the securities laws of the United States or any state
thereof, (D) an indictment of the Holder for a felony under the laws of the United States or any state thereof, (E) the Holder’s willful misconduct or gross
negligence in connection with the Holder’s duties which could reasonably be expected to be injurious in any material respect to the financial condition or
business reputation of the Company as determined in good faith by the Board, (F) the Holder’s material breach of the Company’s Code of Ethics, Always
Honest policy or any other code of conduct in effect from time to time to the extent applicable to the Holder, and which breach could reasonably be
expected to have a material adverse effect on the Company as determined in good faith by the Board, or (G) the Holder’s breach of the Employee Trade
Secret, Confidential Information and Post−Employment Restriction Agreement (the “Post−Employment Restriction Agreement”) which breach has an
adverse effect on the Company or its Subsidiaries.
For purposes of this Agreement, “Disability” shall mean that the Holder becomes physically or mentally incapacitated and is therefore unable
for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty−four (24) consecutive month period to perform his or her
duties. Any question as to the existence of the Disability of the Holder for purposes of this Agreement as to which the Holder and the Company cannot
agree shall be determined in writing by a qualified independent physician mutually acceptable to the Holder and the Company. If the Holder and the
Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall
make such determination in writing. The determination of Disability made in writing to the Company and the Holder shall be final and conclusive for all
purposes of the Agreement
5. Forfeiture and Repayment Provisions.
(a) Failure to properly execute the Agreement (and each other document required to be executed by the Holder in connection with the Holder’s
receipt of the SARs) in a timely manner following the Grant Date may result in the forfeiture of the SARs, as determined in the sole discretion of the
Company.
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