MoneyGram 2011 Annual Report Download - page 217

5. Effect of Change in Control.
Notwithstanding the vesting provisions contained in Section 3 above, but subject to the other terms and conditions contained in this Agreement,
from and after a Change in Control (as defined below) the following provisions shall apply:
(a) If at the time of the Change in Control, the per share Fair Market Value of the Common Stock does not exceed the per share Option Price,
then this Option, whether vested or unvested, shall immediately terminate in full and be of no further force or effect; and
(b) If at the time of the Change in Control, the per share Fair Market Value of the Common Stock exceeds the Option Price, then the
Committee, in its sole discretion, may:
(i) provide the Optionee a reasonable amount of time (such period of time to be determined by the Committee in its sole discretion) to
exercise the vested and unexercised portion of this Option that is outstanding at the time of the Change in Control and, if not exercised within such period,
have this Option terminate in full and be of no further force or effect with respect to any unexercised portion of such Option (and the unvested portion of
this Option shall be forfeited);
(ii) provide for the termination of this Option in exchange for payment to the Optionee of the excess of (x) the aggregate Fair Market
Value of the Common Stock issuable pursuant to the vested portion of the Option that is outstanding and unexercised at the time of the Change in Control
over (y) the aggregate Option Price for such vested portion of the Option (and the unvested portion of this Option shall be forfeited); or
(iii) if the Change in Control involves the merger or consolidation of the Company with or into another entity, provide for the
substitution by the surviving entity or its direct or indirect parent of awards with substantially the same terms as this Option in accordance with
Section 409A of the Code and Section 4(c) of the Plan.
Such actions and adjustments shall be subject to Section II.5 of the French Sub−Plan.
(c) Notwithstanding the other provisions of this Section 5, if a Change in Control occurs, and after giving effect thereto (i) the Common Stock
no longer trades on a United States securities exchange or trading market, and (ii) the Optionee’s employment is terminated by the Company or any of its
Subsidiaries without Cause (as defined in Section 6 below) or the Optionee terminates his or her employment with “Good Reason” (as such term is defined
below) or is terminated by his or her employer for reasons considered Good Reason in each case following the occurrence of such Change in Control, then
any portion of the Options outstanding as of the termination of employment but not previously vested shall automatically accelerate and become vested.
“Good Reason” with respect to the Optionee shall mean following a Change in Control: (A) a material reduction in the Optionee’s position or
responsibilities from the Optionee’s position or responsibilities in effect immediately prior to such Change in Control, excluding for this purpose an isolated,
insubstantial or inadvertent action not taken in bad faith; (B) a material reduction in the Optionee’s base salary or target bonus opportunity, if any, as in
effect immediately prior to such Change in Control, except in
3