MoneyGram 2011 Annual Report Download - page 222

(2) The Optionee was aware of and failed to report, as required by any code of ethics of the Company applicable to the Optionee
or by the Always Honest compliance program or similar program of the Company, 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.
(ii) If, at any time after the Optionee exercises this Option, in whole or in part, the Company reasonably determines that the provisions
of Section 7(c) applies to the Optionee, then any gain (without regard to tax effects) realized by the Optionee from such exercise 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 under this Section 7.
8. Method of Exercising Option; Payment of Option Price; Delivery of Purchased Shares.
(a) Subject to the terms and conditions of this Agreement, the Optionee may exercise the Option by following the procedures established by the
Company from time to time. In addition, the Optionee may exercise the Option by written notice to the Company as provided in Section 11(m) of this
Agreement that states (i) the Optionee’s election to exercise the Option, (ii) the Grant Date of the Option, (iii) the Option Price of the shares, (iv) the number
of shares as to which the Option is being exercised, (v) the manner of payment and (vi) the manner of payment for any Tax−Related Items (as defined in
Section 9 below) withholding amount. The notice shall be signed by the Optionee or the Person or Persons exercising the Option. The notice shall be
accompanied by payment in full of the Option Price and the Tax−Related Items withholding for all shares designated in the notice. To the extent that the
Option is exercised after the Optionee’s death, the notice of exercise shall also be accompanied by appropriate proof of the right of such Person or Persons
to exercise the Option.
(b) Payment of the Option Price shall be made to the Company through one or a combination of the following methods; provided, that in each
such case, such payment method is not prohibited by, or contrary to, any loan document to which the Company is a party:
(i) If the Optionee exercises the Option prior to the expiration of the holding period described in Section 4(a) above and prior to such
time as the holding period shall have ceased to be applicable to the Optionee pursuant to Section 4(b) above, the Optionee must pay the Option Price and
any Tax−Related Items withholding by cash, in United States currency (including check, draft, money order or wire transfer made payable to the Company).
(ii) If the Optionee exercises the Option after the expiration of the holding period described in Section 4(a) above and/or after such time
as the holding period shall have ceased to be applicable to the Optionee pursuant to Section 4(b) above, the Optionee may pay the Option Price and any
Tax−Related Items withholding by cash in United States currency (including check, draft, money order or wire transfer made payable to the Company), or
pursuant to a cashless exercise program adopted by the Company in connection with the Plan.
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