MoneyGram 2011 Annual Report Download - page 200

3. Settlement of RSUs. As soon as practicable after the date the Units vest in accordance with Section 2 above (or, if sooner, Section 6 below), but in any
event, no later than March 15 of the calendar year following the calendar year of vesting, the Units shall be settled solely in whole shares.
4. Restrictions on Sale or Transfer of Shares
(a) Unless otherwise provided herein, the Participant may not sell or otherwise transfer the Shares issued to him or her at vesting of the Units prior to
the second anniversary of the respective vesting date, or such other period as is required to comply with the minimum mandatory holding period applicable
to French−qualified Restricted Stock Units to benefit from the special tax and social security regime.
(b) To the extent that the Shares paid at vesting qualify for favorable tax and social security treatment and the holding period described in Section 4(a)
has been met, the Participant understands and agrees that the Shares may not be sold during certain Closed Periods, as long as and to the extent applicable to
the Company under French law and as interpreted by the French administrative guidelines. These Closed Periods are (i) ten (10) quotation days preceding
and following the disclosure to the public of the consolidated financial statements or the annual statements of the Company, and (ii) any period during
which the corporate management of the Company (involved in the governance of the Company, such as the Board, Committee, etc.) possesses confidential
information which could, if disclosed to the public, significantly impact the trading price of the Company’s Shares, until ten (10) quotation days after the
day such information is disclosed to the public.
(c) If the Participant’s employment with the Company or any of its Subsidiaries terminates due to death and Disability, his or her heirs are not
required to comply with the restrictions set forth in Section 4(a) and 4(b) hereof, respectively.
5. Restrictions on Transfer of Units.
(a) Except as otherwise provided by the Plan or by the Committee, the Units shall not be transferable other than by will or by the laws of descent and
distribution. The Units may not be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance
of the Units shall be void and unenforceable against the Company or any Subsidiaries.
(b) None of the Shares acquired pursuant to the Unit shall be assigned, transferred, pledged, hypothecated, given away or in any other manner
disposed of or encumbered, whether voluntarily or by operation of law, unless such transfer is in compliance with all applicable securities laws (including,
without limitation, the United States Securities Act of 1933, as amended).
6. Effect of Involuntary Termination Following Change in Control. Notwithstanding the vesting provisions contained in Section 2 above, but subject to the
other terms and conditions contained in this Agreement, from and after a Change in Control (as defined below), the following provisions shall apply:
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