MoneyGram 2011 Annual Report Download - page 190

6. Method of Exercising SARs; Settlement of SARs.
(a) Subject to the terms and conditions of this Agreement, the Holder may exercise the SARs by following the procedures established by the
Company from time to time. In addition, the Holder may exercise the SARs by written notice to the Company as provided in Section 9(k) of this Agreement
that states (i) the Holder’s election to exercise the SARs, (ii) the Grant Date of the SARs, (iii) the SARs equivalent to the number of shares as to which the
SARs are being exercised, and (iv) the manner of payment for any Tax−Related Items (as defined in Section 7 below) withholding amount. The notice shall
be signed by the Holder or the Person or Persons exercising the SARs. The notice shall be accompanied by payment in full of the Tax−Related Items
withholding for the SARs equivalent to the number of shares designated in the notice. To the extent that the SARs are exercised after the Holder’s death, the
notice of exercise shall also be accompanied by appropriate proof of the right of such Person or Persons to exercise the SARs.
(b) Upon any exercise of the SARs with respect to one share, the Holder shall receive from the Company an amount which is equal to the
excess of the closing sale price of the Company’s Common stock at the time of exercise on the New York Stock Exchange as reported in the consolidated
transaction reporting system on such date, or if such Exchange is not open for trading on such date, on the most recent preceding date when such Exchange
is open for trading, over the SARs price. Such amount will be paid to the Holder, in cash, subject to satisfaction of all Tax−Related Items (as defined in
Section 7 hereto).
7. Responsibility for Taxes.
(a) Regardless of any action the Company or the Holder’s employer (the “Employer”) takes with respect to any or all income tax, social
insurance, payroll tax, payment on account or other tax−related items related to the Holder’s participation in the Plan and legally applicable to the Holder
(“Tax−Related Items”), the Holder acknowledges that the ultimate liability for all Tax−Related Items is and remains the Holder’s responsibility and may
exceed the amount actually withheld by the Company or the Employer. The Holder further acknowledges that the Company and/or the Employer (i) make
no representations or undertakings regarding the treatment of any Tax−Related Items in connection with any aspect of the SARs, including, but not limited
to, the grant, vesting or exercise of the SARs; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the
SARs to reduce or eliminate the Holder’s liability for Tax−Related Items or achieve any particular tax result. Further, if the Holder has become subject to
tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Holder
acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax−Related Items in
more than one jurisdiction.
(b) Prior to the relevant taxable or tax withholding event, as applicable, the Holder will pay or make adequate arrangements satisfactory to the
Company and/or the Employer to satisfy all Tax−Related Items. In this regard, the Holder authorizes the Company and/or the Employer, or their respective
agents, at their discretion, to satisfy the obligations with regard to all Tax−Related Items by one or a combination of the following: (i) withholding from the
Holder’s wages or other cash compensation paid to the Holder by the Company and/or the Employer; or (ii) withholding from proceeds of the cash acquired
at exercise of the SARs.
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