MoneyGram 2011 Annual Report Download - page 191

8. Adjustments.
In the event that the Company engages in a transaction such that any dividend or other distribution (whether in the form of cash, shares of
Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split−up, spin−off,
combination, repurchase or exchange of shares or other securities of the Company, issuance of warrants or other rights to purchase shares or other securities
of the Company or other similar corporate transaction or event affects the shares covered by the SARs, in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under this Agreement, the terms of the SARs (including, without limitation, the number and kind
of shares underlying the SARs and the SARs Price) shall be adjusted as set forth in Section 4(c) of the Plan.
Upon a Change in Control, the Committee may, in its sole discretion, adjust the terms of the SARs (including, without limitation, the number
and kind of shares underlying the SARs and the SARs Price) by taking any of the actions permitted under this Agreement and in accordance with
Section 4(c) of the Plan.
9. General Provisions.
(a) Interpretations. This Agreement is subject in all respects to the terms of the Plan. A copy of the Plan is available upon the Holder’s request.
Terms used herein which are defined in the Plan shall have the respective meanings given to such terms in the Plan, unless otherwise defined herein. In the
event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan shall govern. Any question of administration or
interpretation arising under this Agreement shall be determined by the Committee, and such determination shall be final, conclusive and binding upon all
parties in interest.
(b) No Rights as a Shareholder. Neither the Holder nor the Holder’s legal representatives shall have any of the rights and privileges of a
shareholder of the Company with respect to the shares of Common Stock subject to the SARs.
(c) Nature of Grant. In accepting the SARs, the Holder acknowledges, understands and agrees that:
(i) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by
the Company at any time;
(ii) the grant of the SARs is voluntary and occasional and does not create any contractual or other right to receive future grants of SARs,
or benefits in lieu of SARs, even if SARs have been granted repeatedly in the past;
(iii) all decisions with respect to future SARs grants, if any, will be at the sole discretion of the Company;
8