MoneyGram 2011 Annual Report Download - page 194

Holder or by the Holder’s guardian or legal representative. The SARs may not be pledged, alienated, attached or otherwise encumbered, and any purported
pledge, alienation, attachment or encumbrance of the SARs shall be void and unenforceable against the Company or any Subsidiaries.
(g) Assignment. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable
by the Holder.
(h) Successors and Assigns; No Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the Company and
the Holder and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is intended
to confer on any Person other than the Company and the Holder, and their respective heirs, successors, legal representatives and permitted assigns, any
rights, remedies, obligations or liabilities under or by reason of this Agreement.
(i) Headings. Headings are given to the sections and subsections of this Agreement solely as a convenience to facilitate reference. Such
headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision hereof.
(j) Governing Law; Arbitration. The internal law, and not the law of conflicts, of the State of Minnesota will govern all questions concerning
the validity, construction and effect of this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (including,
without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding
arbitration, to be held in Minneapolis, Minnesota pursuant to the U.S. Federal Arbitration Act and in accordance with the then−prevailing National Rules of
Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its
own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties involved in the
dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously
as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the
parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty
(60) days of submission of the dispute to arbitration. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the
arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post−hearing briefing or
other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the
controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding
will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction,
but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any
action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect of any thereof may
be brought in any federal or state court of competent jurisdiction
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