MoneyGram 2011 Annual Report Download - page 224

(d) Finally, the Optionee shall pay to the Company or the Employer any amount of Tax−Related Items that the Company or the Employer may
be required to withhold or account for as a result of the Optionee’s participation in the Plan that cannot be satisfied by the means previously described. The
Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if the Optionee fails to comply with the
Optionee’s obligations in connection with the Tax−Related Items.
10. Adjustments.
In the event that the Company engages in a transaction such that any dividend or other distribution (whether in the form of cash, shares of
Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split−up, spin−off,
combination, repurchase or exchange of shares or other securities of the Company, issuance of warrants or other rights to purchase shares or other securities
of the Company or other similar corporate transaction or event affects the shares covered by the Option, in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under this Agreement, the terms of this Option (including, without limitation, the number and
kind of shares subject to this Option and the Option Price) shall be adjusted as set forth in Section 4(c) of the Plan.
Upon a Change in Control, the Committee may, in its sole discretion, adjust the terms of this Option (including, without limitation, the number
and kind of shares subject to this Option and the Option Price) by taking any of the actions permitted under this Agreement and in accordance with
Section 4(c) of the Plan.
Any adjustment provided for in this Section 10 is subject to Section II.5 of the French Sub−Plan.
11. General Provisions.
(a) Interpretations. This Agreement is subject in all respects to the terms of the Plan. A copy of the U.S. Plan and the French Sub−Plan shall be
provided to the Optionee. Terms used herein which are defined in the Plan shall have the respective meanings given to such terms in the Plan, unless
otherwise defined herein. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan shall govern. Any
question of administration or interpretation arising under this Agreement shall be determined by the Committee, and such determination shall be final,
conclusive and binding upon all parties in interest.
(b) No Rights as a Shareholder. Neither the Optionee nor the Optionee’s legal representatives shall have any of the rights and privileges of a
shareholder of the Company with respect to the shares of Common Stock subject to the Option unless and until such shares are issued upon exercise of the
Option. Except as expressly provided by the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the issuance
of any purchased shares and the delivery of any certificate or certificates for such shares.
10