MoneyGram 2011 Annual Report Download - page 221

For purposes of this Agreement, “Disability” shall mean that the Optionee has suffered a Disability as that term is defined in the French
Sub−Plan and is also physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine
(9) months in any twenty−four (24) consecutive month period to perform his or her duties. Any question as to the existence of the Disability of the Optionee
for purposes of this Agreement as to which the Optionee and the Company cannot agree shall be determined in writing by a qualified independent physician
mutually acceptable to the Optionee and the Company. If the Optionee and the Company cannot agree as to a qualified independent physician, each shall
appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made
in writing to the Company and the Optionee shall be final and conclusive for all purposes of the Agreement
7. Forfeiture and Repayment Provisions.
(a) Failure to properly execute the Agreement (and each other document required to be executed by the Optionee in connection with the
Optionee’s receipt of the Option) in a timely manner following the Grant Date may result in the forfeiture of the Option, as determined in the sole discretion
of the Company.
(b) The right to exercise this Option shall be conditional upon the fact that the Optionee has read and understood the forfeiture and repayment
provisions set forth in this Section 7, that the Optionee has not engaged in any misconduct or acts contrary to the Company as described below, and that the
Optionee has no intent to leave employment with the Company or any of its Subsidiaries for the purpose of engaging in any activity or providing any
services which are contrary to the spirit and intent of the Post−Employment Restriction Agreement.
(c) The Company is authorized to suspend or terminate this Option and any other outstanding stock option held by the Optionee prior to or after
termination of employment if the Optionee engages in any conduct agreed to be avoided pursuant to the Post−Employment Restriction Agreement. If, at any
time during the applicable restriction period described in the Post−Employment Restriction Agreement, the Optionee engages in any conduct agreed to be
avoided pursuant to the Post−Employment Restriction Agreement, then any gain (without regard to tax effects) realized by the Optionee from the exercise
of this Option, in whole or in part, shall be paid by the Optionee to the Company. The Optionee consents to the deduction from any amounts the Company
or any of its Subsidiaries owes to the Optionee to the extent of the amounts the Optionee owes the Company hereunder.
(d) Misconduct.
(i) The Company is authorized to suspend or terminate this Option and any other outstanding stock option held by the Optionee prior to
or after termination of employment if the Company reasonably determines that during the Optionee’s employment with the Company or any of its
Subsidiaries:
(1) The Optionee knowingly participated in misconduct that causes a misstatement of the financial statements of the Company or
any of its Subsidiaries or misconduct which represents a material violation of any code of ethics of the Company applicable to the Optionee or of the
Always Honest compliance program or similar program of the Company; or
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