MoneyGram 2011 Annual Report Download - page 203

7. Effect of Termination of Employment. Except as provided in this Section 7 and in Section 6 above or as otherwise may be determined by the Board, if the
Participant ceases to be an employee of the Company or any of its Subsidiaries, the following actions shall occur:
(a) Termination for Cause; Resignation. Except in the event of termination due to death, if the Participant’s employment with the Company or any of
its Subsidiaries is terminated for Cause (as defined below) or the Participant resigns for any reason, including as a result of the Participant’s retirement, any
Units that are not vested as of the date of the Participant’s termination of employment shall be immediately forfeited.
(b) Involuntary Termination/Disability Prior to Mid−Performance Period. Except in the event of termination due to death, if the Participant’s
employment with the Company or any of its Subsidiaries is terminated without Cause or is terminated due to Disability (as defined below) prior to the
completion of 50% of the Performance Period, the Units that are not vested as of the date of the Participant’s termination of employment shall immediately
be forfeited.
(c) Involuntary Termination/Disability Following Mid−Performance Period. If the Participant’s employment with the Company or any of its
Subsidiaries is terminated without Cause or due to Disability after the completion of 50% of the Performance Period, the Units that are not vested as of the
date of the Participant’s termination of employment shall vest with respect to a number of Units equal to the product of (x) the number of Units that would
eligible for vesting based on the actual level attainment of the Performance Goal with respect to the entire Performance Period, multiplied by (y) a fraction,
the numerator of which is the number of days the Participant was employed during the Performance Period as of the date of the employment termination and
the denominator of which is the number of days contained in the Performance Period, provided, however, except in the event of termination due to death or
Disability, 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 termination of employment as set forth in this Section, except in the
event of termination due to death or Disability, the Shares issued upon vesting shall nevertheless be subject to the minimum mandatory holding periods set
forth in Section 4 above. Except in the event of death or Disability, should the Company decide to accelerate vesting as a result of termination of the
employment of the Participant 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.
(d) Death. If the Participant’s employment with the Company or any of its Subsidiaries is terminated due to death, any portion of the Units that has
not vested on the date of the Participant’s termination of employment shall become immediately transferable to the Participant’s heirs on the date of death in
keeping with Section III.3 of the French Plan. The Participant’s heirs may request the issuance of the Shares equal to the Target Number of Shares
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