MoneyGram 2011 Annual Report Download - page 216

3. Term of Option and Exercisability.
(a) The term of the Option shall be for a period of nine and one−half (9 1/2) years from the Grant Date, terminating at the close of business on
[ ], 20[ ] (the “Expiration Date”) or such shorter period as is prescribed in Sections 6 and 7 of this Agreement. Subject to the provisions of
Sections 5, 6 and 7 of this Agreement, the Option shall vest and become exercisable as follows:
Vesting Date Aggregate Percentage Vested
[Insert vesting schedule]
There shall be no partial vesting during any period. Except as set forth in Section 6 hereof, if the Optionee’s employment with the Company or
any of its Subsidiaries is terminated on or prior to the fourth anniversary of the Grant Date, the unvested portion of the Option shall be forfeited as described
in Section 6 hereof.
(b) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in
Section 424(f) of the Code.
4. Sale Restriction and Holding Period for French−Qualified Options.
(a) Shares of Common Stock acquired upon exercise cannot be sold or transferred before the expiration of the applicable holding period for
French−qualified options set forth by Section 163 bis C of the French Tax Code, as amended, except as provided in the French Sub−Plan or as otherwise in
keeping with French law. Under current law, the holding period is four years from the Grant Date, but shall not be more than three years from the date on
which the Optionee exercises his or her Option. In order to satisfy this holding period, the Company shall restrict the transfer of the shares of Common
Stock until the expiration of the relevant holding period to benefit from the favorable tax and social regime in France.
(b) The sale of shares of Common Stock before the end of the four−year holding period following the Grant Date will not result in the loss of
the favorable tax and social security regime in the event of the following special circumstances: (i) death, (ii) Disability (as defined in the French Sub−Plan),
(iii) dismissal (as defined by Section 91−ter of Exhibit II to the French Tax Code and as construed by the French Tax Circulars and subject to the fulfillment
of related conditions), or Forced Retirement where Participant has exercised his or her Option at least three months prior to the sending of the notice of
dismissal or prior to the effective date of the Forced Retirement.
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