MoneyGram 2011 Annual Report Download - page 201

(a) Notwithstanding the other provisions of this Section 6, if the Units are assumed or otherwise replaced in connection with a Change in Control and
the Participant’s employment is terminated by the Company or any of its Subsidiaries without Cause (as defined in Section 6(c) below) or the Participant
terminates his or her employment for “Good Reason” (as such term is defined below) or is terminated by his or her employer for the reasons set forth in
Section 6(b) below in each case within 12 months following the occurrence of such Change in Control, then the Units will immediately vest with respect to
a number of Units that is the greater of (i) the Target Number of Units specified in the attached Schedule A and (ii) the number of Units determined based
on the actual level of attainment of the Performance Goal as of the date of the Change in Control, provided, however, no vesting shall occur prior to the
second anniversary of the Grant Date, or such other minimum 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 French Social Security Code, as amended. In addition,
notwithstanding any accelerated vesting upon a Change in Control as set forth in this Section, the Shares issued upon vesting shall nevertheless be subject to
the minimum mandatory holding periods set forth in Section 4 above. Should the Company decide to accelerate vesting 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,
and/or to lift the minimum mandatory holding period applicable to French−qualified Restricted Stock Units is met, the Units shall no longer benefit from the
favorable tax and social security regime.
(b) “Good Reason” for purposes of this Agreement shall mean following a Change in Control: (A) a material reduction in the Participant’s position or
responsibilities from the Participant’s position or responsibilities in effect immediately prior to such Change in Control, excluding for this purpose an
isolated, insubstantial or inadvertent action not taken in bad faith; (B) a material reduction in the Participant’s base salary or target bonus opportunity, if any,
as in effect immediately prior to such Change in Control, except in connection with an across−the−board reduction of not more than 10% applicable to
similarly situated employees of the Company and its Subsidiaries, or (C) the reassignment, without the Participant’s consent, of the Participant’s place of
work to a location more than 50 miles from the Participant’s place of work immediately prior to the Change in Control; provided that none of the events
described in clauses (A), (B) and (C) shall constitute Good Reason hereunder unless (x) the Participant shall have given written notice to the Company of
the Participant’s intent to terminate his employment with Good Reason within sixty (60) days following the occurrence of any such event and (y) the
Company shall have failed to remedy such event within thirty (30) days of the Company’s receipt of such notice.
(c) For purposes of this Agreement, notwithstanding the definition of Change in Control in any other agreement or plan that may be applicable to the
Participant, “Change in Control” shall mean (i) a sale, transfer or other conveyance or disposition, in any single transaction or series of transactions, of all or
substantially all of the Company’s assets, (ii) the transfer of more than 50% of the outstanding securities of the Company, calculated on a fully−diluted
basis, to an entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), or (iii) the merger, consolidation reorganization,
recapitalization or share exchange of the Company with another entity, in each case in clauses (ii) and (iii) above under
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