MoneyGram 2011 Annual Report Download - page 220

(e) if the Optionee’s employment with the Company or any of its Subsidiaries is terminated due to death, any portion of the Option that has not
vested on the date of the Optionee’s termination of employment shall immediately become exercisable by the Optionee’s heirs, the legal representative of
the Optionee’s estate or by the legatee of the Options under the Optionee’s last will for the six−month period following the date of the Optionee’s death,
without regard for the term of the Option set forth in Section 3 above. Any Options exercised in accordance with this paragraph 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.
(f) if the Optionee’s employment with the Company or any of its Subsidiaries is terminated due to a Disability (as defined below), then (x) upon
such termination, the portion of such Option that otherwise, absent such termination, would vest during the 12−month period following the date of such
termination shall vest on the date of termination. The number of Options deemed exercisable upon termination shall be calculated after giving effect to the
acceleration of vesting specified in this clause (f).
The Committee shall have the exclusive discretion to determine when the Optionee is no longer actively employed for purposes of the Option.
For purposes of this Agreement, “Cause” shall mean (A) the Optionee’s willful refusal to carry out, in all material respects, the reasonable and
lawful directions of the person or persons to whom the Optionee reports or the Board that are within the Optionee’s control and consistent with the
Optionee’s status with the Company or its Subsidiary and his or her duties and responsibilities hereunder (except for a failure that is attributable to the
Optionee’s illness, injury or Disability) for a period of 10 days following written notice by the Company or its Subsidiary to the Optionee of such failure,
(B) fraud or material dishonesty in the performance of the Optionee’s duties hereunder, (C) an act or acts on the Optionee’s part constituting (x) a felony
under the laws of the United States or any state thereof, (y) a misdemeanor involving moral turpitude or (z) a material violation of the securities laws of the
United States or any state thereof, (D) an indictment of the Optionee for a felony under the laws of the United States or any state thereof, (E) the Optionee’s
willful misconduct or gross negligence in connection with the Optionee’s duties which could reasonably be expected to be injurious in any material respect
to the financial condition or business reputation of the Company as determined in good faith by the Board, (F) the Optionee’s material breach of the
Company’s Code of Ethics, Always Honest policy or any other code of conduct in effect from time to time to the extent applicable to the Optionee, and
which breach could reasonably be expected to have a material adverse effect on the Company as determined in good faith by the Board, (G) the Optionee’s
breach of the Employee Trade Secret, Confidential Information and Post−Employment Restriction Agreement (the “Post−Employment Restriction
Agreement”) which breach has an adverse effect on the Company or its Subsidiaries, or (H) an equivalent act as shall constitute “Cause” under the terms of
any employment agreement or employment law applicable to the Optionee.
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