MoneyGram 2011 Annual Report Download - page 211

(p) Amendments. The Company may amend this Agreement at any time; provided that, subject to Section 9(p) hereof and Section 7 of the Plan, no
such amendment, alteration, suspension, discontinuation or termination shall be made without the Participant’s consent, if such action would materially
diminish any of the Participant’s rights under this Agreement. The Company reserves the right to impose other requirements on the Units and the Shares
acquired upon vesting of the Units, to the extent the Company determines it is necessary or advisable under the laws of the country in which the Participant
resides pertaining to the issuance or sale of Shares or to facilitate the administration of the Plan.
(q) Entire Agreement. This Agreement and the Plan and the other agreements referred to herein and therein and any schedules, exhibits and other
documents referred to herein and therein constitute the entire agreement and understanding among the parties hereto in respect of the subject matter hereof
and thereof and supersede all prior and contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets,
presentations or otherwise, among the parties hereto, or between any of them, with respect to the subject matter hereof and thereof.
(r) Severability. If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any law, all other provisions of this
Agreement shall remain in full force and effect so long as the economic and legal substance of the transactions contemplated hereby are not affected in any
manner materially adverse to any party. If any provision of this Agreement is held to be invalid, illegal, or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in order that the transactions
contemplated hereby are consummated as originally contemplated to the greatest extent possible.
(s) Participant Undertaking. The Participant agrees to take such additional action and execute such additional documents the Company may deem
necessary or advisable to carry out or effect one or more of the obligations or restrictions imposed either on the Participant or upon this Unit pursuant to the
provisions of this Agreement.
(t) Counterparts. For the convenience of the parties and to facilitate execution, this Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the same document.
(u) Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan
by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an
on−line or electronic system established and maintained by the Company or a third party designated by the Company.
(v) Language Consent. By accepting the Units, the Participant confirms having read and understood the documents relating to this grant (the U.S.
Plan, the French Plan and the Agreement), which were provided in the English language. The Participant accepts the terms of those documents accordingly.
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