MoneyGram 2011 Annual Report Download - page 206

(ii) Upon a Change in Control, the Committee may, in its sole discretion, adjust the terms of this Unit (including, without limitation, the number
and kind of Shares subject to this Unit) by taking any of the actions permitted under this Agreement and in accordance with Section 4(c) of the Plan.
(d) Responsibility for Taxes.
(i) Regardless of any action the Company or the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social
insurance, payroll tax, payment on account or other tax−related items related to the Participant’s participation in the Plan and legally applicable to the
Participant (“Tax−Related Items”), the Participant acknowledges that the ultimate liability for all Tax−Related Items is and remains the Participant’s
responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that Company and/or
the Employer (1) make no representations or undertakings regarding the treatment of any Tax−Related Items in connection with any aspect of the Units,
including, but not limited to, the grant, vesting or settlement of the Units, the issuance of Shares upon settlement of the Units, the subsequent sale of Shares
acquired pursuant to such issuance and the receipt of any dividends [and/or any dividend equivalents]; and (2) do not commit to and are under no obligation
to structure the terms of the grant or any aspect of the Units to reduce or eliminate the Participant’s liability for Tax−Related Items or achieve any particular
tax result. Further, if the Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or
tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be
required to withhold or account for Tax−Related Items in more than one jurisdiction.
(ii) Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to
the Company and/or the Employer to satisfy all Tax−Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their
respective agents, at their discretion, to satisfy the obligations with regard to all Tax−Related Items by one or a combination of the following:
(1) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer;
or
(2) withholding from proceeds of the sale of Shares acquired upon vesting/settlement of the Units either through a voluntary sale or
through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or
(3) if authorized by the Committee, withholding in Shares to be issued upon vesting/settlement of the Units.
(iii) To avoid negative accounting treatment, the Company may withhold or account for Tax−Related Items by considering applicable minimum
statutory withholding amounts or other applicable withholding rates. If the obligation for Tax−Related Items is satisfied by withholding in Shares, for tax
purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Units, notwithstanding that a number of the Shares
are held back solely for the purpose of paying the Tax−Related Items due as a result of any aspect of the Participant’s participation in the Plan.
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