MoneyGram 2011 Annual Report Download - page 189

(b) The right to exercise the SARs shall be conditional upon the fact that the Holder has read and understood the forfeiture and repayment
provisions set forth in this Section 5, that the Holder has not engaged in any misconduct or acts contrary to the Company as described below, and that the
Holder has no intent to leave employment with the Company or any of its Subsidiaries for the purpose of engaging in any activity or providing any services
which are contrary to the spirit and intent of the Post−Employment Restriction Agreement.
(c) The Company is authorized to suspend or terminate the SARs held by the Holder prior to or after termination of employment if the Holder
engages in any conduct agreed to be avoided pursuant to the Post−Employment Restriction Agreement. If, at any time during the applicable restriction
period described in the Post−Employment Restriction Agreement, the Holder engages in any conduct agreed to be avoided pursuant to the
Post−Employment Restriction Agreement, then any gain (without regard to tax effects) realized by the Holder from the exercise of the SARs, in whole or in
part, shall be paid by the Holder to the Company. The Holder consents to the deduction from any amounts the Company or any of its Subsidiaries owes to
the Holder to the extent of the amounts the Holder owes the Company hereunder.
(d) Misconduct.
(i) The Company is authorized to suspend or terminate the SARs held by the Holder prior to or after termination of employment if the
Company reasonably determines that during the Holder’s employment with the Company or any of its Subsidiaries:
(1) The Holder knowingly participated in misconduct that causes a misstatement of the financial statements of the Company or
any of its Subsidiaries or misconduct which represents a material violation of any code of ethics of the Company applicable to the Holder or of the Always
Honest compliance program or similar program of the Company; or
(2) The Holder was aware of and failed to report, as required by any code of ethics of the Company applicable to the Holder or by
the Always Honest compliance program or similar program of the Company, misconduct that causes a misstatement of the financial statements of the
Company or any of its Subsidiaries or misconduct which represents a material violation of any code of ethics of the Company applicable to the Holder or of
the Always Honest compliance program or similar program of the Company.
(ii) If, at any time after the Holder exercises the SARs, in whole or in part, the Company reasonably determines that the provisions of
Section 5(c) applies to the Holder, then any gain (without regard to tax effects) realized by the Holder from such exercise shall be paid by the Holder to the
Company. The Holder consents to the deduction from any amounts the Company or any of its Subsidiaries owes to the Holder to the extent of the amounts
the Holder owes the Company under this Section 5.
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