MoneyGram 2011 Annual Report Download - page 223

No delivery, surrender or attestation to the ownership of previously owned shares of Common Stock having a Fair Market Value on the date of
delivery equal to the aggregate Option Price may be used to pay the Option Price.
(c) Upon any exercise of the Option, and subject to the payment of the Option Price under Section 8(b) and of all Tax−Related Items
obligations under Section 9, the Company shall deliver the shares of Common Stock purchased in book entry form. The shares purchased shall be registered
in the name of the Optionee, the Optionee’s transferee, or if the Optionee so requests, in writing at the time of exercise, jointly in the name of the Optionee
and another person with rights of survivorship. If the Optionee dies, the shares purchased shall be registered in the name of the person entitled to exercise
the Option in accordance with the Plan.
9. Responsibility for Taxes.
(a) Regardless of any action the Company or the Optionees’s employer (the “Employer”) takes with respect to any or all income tax, social
insurance, payroll tax, payment on account or other tax−related items related to the Optionee’s participation in the Plan and legally applicable to the
Optionee (“Tax−Related Items”), the Optionee acknowledges that the ultimate liability for all Tax−Related Items is and remains the Optionee’s
responsibility and may exceed the amount actually withheld by the Company or the Employer. The Optionee further acknowledges that the Company and/or
the Employer (i) make no representations or undertakings regarding the treatment of any Tax−Related Items in connection with any aspect of the Option,
including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of shares of Common Stock acquired pursuant to such exercise
and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to
reduce or eliminate the Optionee’s liability for Tax−Related Items or achieve any particular tax result. Further, if the Optionee has become subject to tax in
more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Optionee
acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax−Related Items in
more than one jurisdiction.
(b) Prior to the relevant taxable or tax withholding event, as applicable, the Optionee will pay or make adequate arrangements satisfactory to the
Company and/or the Employer to satisfy all Tax−Related Items. In this regard, the Optionee authorizes the Company and/or the Employer, or their
respective agents, at their discretion, to satisfy the obligations with regard to all Tax−Related Items by one or a combination of the following:
(i) withholding from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/or the Employer; or (ii) withholding from
proceeds of the sale of shares of Common Stock acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by
the Company (on the Optionee’s behalf pursuant to this authorization); or (iii) if authorized by the Committee, withholding in shares of Common Stock to
be issued at exercise of the Option.
(c) To avoid any negative accounting treatment, the Company may withhold or account for Tax−Related Items by considering applicable
minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax−Related Items is satisfied by withholding in shares
of Common Stock, for tax purposes, the Optionee is deemed to have been issued the full number of shares of Common Stock subject to the exercised
Options, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax−Related Items due as a result
of any aspect of the Optionee’s participation in the Plan.
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