MoneyGram 2011 Annual Report Download - page 228

(j) Successors and Assigns; No Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the Company and
the Optionee and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is intended
to confer on any Person other than the Company and the Optionee, and their respective heirs, successors, legal representatives and permitted assigns, any
rights, remedies, obligations or liabilities under or by reason of this Agreement.
(k) Headings. Headings are given to the sections and subsections of this Agreement solely as a convenience to facilitate reference. Such
headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision hereof.
(l) Governing Law; Arbitration. It is intended that the Options granted under this French Sub−Plan shall qualify for the specific tax and social
security treatment applicable to Options granted under Sections L. 225−177 to L. 225−186−1 of the French Commercial Code, as amended, and in
accordance with the relevant provisions set forth by the French tax and social security laws, and the terms of this French Sub−Plan shall be interpreted
accordingly. The internal law, and not the law of conflicts, of the State of Minnesota will govern all questions concerning the validity, construction and
effect of this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, the existence,
validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be held in Minneapolis,
Minnesota pursuant to the U.S. Federal Arbitration Act and in accordance with the then−prevailing National Rules of Resolution of Employment Disputes
of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection
with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from time to
time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the
dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered
by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to
arbitration. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown
of extraordinary circumstances, following conclusion of the hearing and any required post−hearing briefing or other proceedings ordered by the arbitrator.
Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The
arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject
to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be
required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory
measures or action to enforce an arbitration award or any judgment entered by any court in respect of any thereof may be brought in any federal or state
court of competent jurisdiction location within the State of Minnesota, and the parties hereto hereby irrevocably submit to the non−exclusive jurisdiction of
any federal or state court located within the State of Minnesota over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by
applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of
inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
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