MoneyGram 2011 Annual Report Download - page 219

(b) if the Optionee’s employment with the Company or any of its Subsidiaries is terminated by the Company without Cause or the Optionee
terminates his or her employment with or is terminated for Good Reason, any portion of the Option that has not vested on the date of the Optionee’s
termination of employment shall be forfeited, and any portion of the Option that has vested may be exercised until the earlier of (i) the Expiration Date and
(ii) the date that is one hundred eighty (180) days after the date of the Optionee’s termination of employment. However, if the Optionee dies after the
Optionee terminates employment due to Cause or Good Reason within such specified period, the Optionee’s heirs, the legal representative of the Optionee’s
estate or the legatee of the Options under the Optionee’s last will must exercise the Options within six months of the Optionee’s death. Any Options
exercised in this manner will benefit from the favorable tax and social security treatment of the French−qualified Options, irrespective of the date of sale of
the shares of Common Stock subject to the Options; thus the minimum holding period described above in Section 4 will not apply. Any Options that remain
unexercised shall expire six months following the Optionee’s date of death.
(c) if the Optionee resigns without Good Reason or for any reason other than death or Disability (as defined below), any portion of the Option
that has not vested on the date of the Optionee’s termination of employment shall be immediately forfeited, and any portion of the Option that has vested
may be exercised until the earlier of (i) the Expiration Date, or (ii) the date that is thirty (30) days after the date of the Optionee’s termination of
employment. However, if the Optionee dies after the Optionee resigns without Good Reason for any reason other than death or Disability within such
specified period, the Optionee’s heirs, the legal representative of the Optionee’s estate or the legatee of the Options under the Optionee’s last will must
exercise the Options within six months of the Optionee’s death. Any Options exercised in this manner will benefit from the favorable tax and social security
treatment of the French−qualified Options, irrespective of the date of sale of the shares of Common Stock subject to the Options; thus the minimum holding
period described above in Section 4 will not apply. Any Options that remain unexercised shall expire six months following the Optionee’s date of death.
(d) if the Optionee’s employment with the Company or any of its Subsidiaries is terminated due to a Disability, any portion of the Option that
has not vested on the date of the Optionee’s termination of employment and that does not vest pursuant to Section 6(f) shall be forfeited, and any portion of
the Option that has vested, or that vests pursuant to Section 6(f) below, may be exercised until the earlier of (i) the Expiration Date and (ii) the date that is
twelve (12) months after the later of the date of the Optionee’s termination due to Disability or the date of any subsequent vesting pursuant to Section 6(f)
below. However, if the Optionee dies after the Optionee terminates employment due to Disability within such specified period, the Optionee’s heirs, the
legal representative of the Optionee’s estate or the legatee of the Options under the Optionee’s last will must exercise the Options within six months of the
Optionee’s death. Any Options exercised in this manner will benefit from the favorable tax and social security treatment of the French−qualified Options,
irrespective of the date of sale of the shares of Common Stock subject to the Options; thus the minimum holding period described above in Section 4 will
not apply. Any Options that remain unexercised shall expire six months following the Optionee’s date of death.
5