MoneyGram 2011 Annual Report Download - page 202

circumstances in which the holders of the voting power of the outstanding securities of the Company, as the case may be, immediately prior to such
transaction, together with such holders’ affiliates and related parties, hold less than 50% in voting power of the outstanding securities of the Company or the
surviving entity or resulting entity, as the case may be, immediately following such transaction; provided, however, that the issuance of securities by the
Company shall not, in any event, constitute a Change in Control, and for the avoidance of doubt a sale or other transfer or series of transfers of all or any
portion of the securities of the Company held by the Investors and their affiliates and related parties shall not constitute a Change in Control unless such sale
or transfer or series of transfers results in a entity or group (as defined in the Exchange Act) other than the Investors and their affiliates and related parties
holding more than 50% in voting power of the outstanding securities of the Company.
For purposes hereof, “Investors” shall mean the “Investors” as defined in that certain Amended and Restated Purchase Agreement, dated
March 17, 2008, by and between the Company and the other parties thereto, and their respective affiliates (not including the Company).
(d) For purposes of this Agreement, “Cause” shall mean (A) the Participant’s willful refusal to carry out, in all material respects, the reasonable and
lawful directions of the person or persons to whom the Participant reports or the Board that are within the Participant’s control and consistent with the
Participant’s status with the Company or its Subsidiary and his or her duties and responsibilities hereunder (except for a failure that is attributable to the
Participant’s illness, injury or Disability) for a period of 10 days following written notice by the Company or its Subsidiary to the Participant of such failure,
(B) fraud or material dishonesty in the performance of the Participant’s duties hereunder, (C) an act or acts on the Participant’s part constituting (x) a felony
under the laws of the United States or any state thereof or similar act under foreign law for the non−U.S. Participants, (y) a misdemeanor involving moral
turpitude or (z) a material violation of the securities laws of the United States or any state thereof or similar act under foreign law for the non−U.S.
Participants, (D) an indictment of the Participant for a felony under the laws of the United States or any state thereof or similar act under foreign law for the
non−U.S. Participants, (E) the Participant’s willful misconduct or gross negligence in connection with the Participant’s duties which could reasonably be
expected to be injurious in any material respect to the financial condition or business reputation of the Company as determined in good faith by the Board,
(F) the Participant’s material breach of the Company’s Code of Ethics, Always Honest policy or any other code of conduct in effect from time to time to the
extent applicable to the Participant, and which breach could reasonably be expected to have a material adverse effect on the Company as determined in good
faith by the Board, (G) the Participant’s breach of the Employee Trade Secret, Confidential Information and Post−Employment Restriction Agreement (the
“Post−Employment Restriction Agreement”) which breach has an adverse effect on the Company or its Subsidiaries, or (H) an equivalent act as shall
constitute “Cause” under the terms of any employment agreement or employment law applicable to the Participant.
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