MoneyGram 2011 Annual Report Download - page 199

2. Vesting.
(a) The Units granted under this Agreement shall vest and become payable in Shares (i) as long as the Participant remains continuously employed by
the Company or a Subsidiary from the Grant Date through (1) the last day of the performance period specified in the attached Schedule A (the
“Performance Period”) or (2) if later, on the second anniversary of the Grant Date, or such other minimum period as required for the vesting period
applicable to French−qualified Restricted Stock Units under Section L. 225−197−1 of the French Commercial Code, as amended, or relevant Section of the
French Tax Code or the French Social Security code, as amended, and (ii) to the extent the performance goals applicable to the Performance Period
specified in the attached Schedule A (the “Performance Goals”) are attained, as determined accordance with Section 2(b) below, unless otherwise provided
in this Agreement. Except in the event of a Participant’s death, to benefit from the favorable tax and social security regime, no vesting shall occur prior to
the second anniversary of the Grant Date, or such other minimum period as required for the vesting period applicable to French−qualified Restricted Stock
Units under Section L. 225−197−1 of the French Commercial Code, as amended, or relevant Section of the French Tax Code or the French Social Security
Code, as amended.
(b) As soon as reasonably practicable after the completion of the Performance Period, the Committee shall determine the actual level of attainment of
the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance−Based Compensation, the determination
of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee,
which shall be comprised of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of
attainment of the Performance Goal, the number of Units that are eligible to vest shall be calculated. In the case of Units that are intended to constitute
Qualified Performance−Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater
than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would
otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance−Based
Compensation, the Performance Goal may not be adjusted except as specified in the attached Schedule A in accordance with the requirements of Code
Section 162(m). For Units that are not intended to constitute Qualified Performance−Based Compensation, the Committee may make such adjustment to the
Performance Goal as the Committee in its sole discretion deems appropriate.
(c) The Participant shall have no rights to the Shares until the Units have vested and the restrictions on the sale or transfer of Shares set forth in
Section 4 below are met. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company.
(d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in
Section 424(f) of the Code, including the Company’s French Subsidiaries as that term is defined in the French Sub−Plan.
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