MoneyGram 2011 Annual Report Download - page 212

En acceptant l’attribution, vous confirmez ainsi avoir lu et compris les documents relatifs à cette attribution (le Plan US, le sous−plan pour la
France, et le contrat) qui ont été communiqués en langue anglaise. Vous acceptez les termes en connaissance de cause.
(w) No Trust or Fund Created. Neither the Plan nor the Agreement shall create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Subsidiary and the Participant or any other person.
(x) Section 409A Provisions. The payment of Shares under this Agreement is intended to be exempt from the application of Section 409A of the
Code, as amended (“Section 409A”) by reason of the short−term deferral exemption set forth in United States Treasury Regulation §1.409A−1(b)(4).
Notwithstanding anything in the Plan or this Agreement to the contrary, to the extent that any amount or benefit hereunder that constitutes “deferred
compensation” to the Participant under Section 409A and applicable guidance thereunder is otherwise payable or distributable to the Participant under the
Plan or this Agreement solely by reason of the occurrence of a Change in Control or due to the Participant’s Disability or separation from service, such
amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless the Committee determines in good faith that
(i) the circumstances giving rise to such Change in Control, Disability or separation from service meet the definition of a change in ownership or control,
disability, or separation from service, as the case may be, in Section 409A(a)(2)(A) of the Code and applicable final regulations, or (ii) the payment or
distribution of such amount or benefit would be exempt from the application of Section 409A by reason of the short−term deferral exemption or otherwise
(including, but not limited to, a payment made pursuant to an involuntary separation arrangement that is exempt from Section 409A under the “short−term
deferral” exception). Any payment or distribution that constitutes deferred compensation subject to Code Section 409A and that otherwise would be made to
a Participant who is a specified employee as defined in Section 409A(a)(2)(B) of the Code on account of separation from service instead shall be made on
the earlier of the date that is six months and one day after the date of the specified employee’s separation from service and the specified employee’s death.
Except in the event of death or Disability as defined in the French Plan, should compliance with these provisions result in vesting of the Unit 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 the lifting of the minimum mandatory holding period applicable to French−qualified Restricted Stock Units prior to its
completion, the Units shall no longer benefit from the favorable tax and social security regime.
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