MoneyGram 2011 Annual Report Download - page 205

(1) The Participant knowingly participated in misconduct that causes a misstatement of the financial statements of the Company or any
of its Subsidiaries or misconduct which represents a material violation of any code of ethics of the Company applicable to the Participant or of the Always
Honest compliance program or similar program of the Company; or
(2) The Participant was aware of and failed to report, as required by any code of ethics of the Company applicable to the Participant or
by the Always Honest compliance program or similar program of the Company, misconduct that causes a misstatement of the financial statements of the
Company or any of its Subsidiaries or misconduct which represents a material violation of any code of ethics of the Company applicable to the Participant
or of the Always Honest compliance program or similar program of the Company.
(ii) If, at any time after the Participant vests in the Units, in whole or in part, the Company reasonably determines that the provisions of
Section 9(c) applies to the Participant, then any gain (without regard to tax effects) realized by the Participant from such vesting shall be paid by the
Participant to the Company. The Participant consents to the deduction from any amounts the Company or any of its Subsidiaries owes to the Participant to
the extent of the amounts the Participant owes the Company under this Section 8.
9. Miscellaneous.
(a) Issuance of Shares. Upon any vesting of the Units, and subject to the payment of any Tax−Related Items (as defined under Section 9(d) below),
the Company shall issue the Shares in book entry form at the times specified in Section 3 above. The Shares acquired shall be registered in the name of the
Participant, the Participant’s transferee and subject to the restrictions on the sale or transfer of Shares set forth in Section 4 above. If the Participant dies and
the Participant’s heirs step forward in the time allotted in Section 7(d) above, the Shares acquired shall be registered in the name of the person entitled to
receive the Shares in accordance with the Plan.
(b) Rights as Shareholder. Units are not actual Shares, but rather, represent a right to receive Shares according to the terms and conditions set forth
herein and the terms of the Plan. Accordingly, the issuance of a Unit shall not entitle the Participant to any of the rights or benefits generally accorded to
stockholders unless and until a Share is actually issued under Section 9(a) hereof.
(c) Adjustments to Award.
(i) In the event that the Company engages in a transaction such that any dividend or other distribution (whether in the form of cash, Shares,
other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split−up, spin−off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the
Company or other similar corporate transaction or event affects the shares covered by the Unit, in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under this Agreement, the terms of this Unit (including, without limitation, the number and kind of Shares
subject to this Unit) shall be adjusted as set forth in Section 4(c) of the Plan and in keeping with Section III.2 of the French Plan.
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