MGI-EX10.6 Form of MGI 2005 Omnibus Incentive Plan Global Stock Option Award Agreement






MONEYGRAM INTERNATIONAL, INC.
2005 OMNIBUS INCENTIVE PLAN
GLOBAL STOCK OPTION AGREEMENT 
This Global Stock Option Agreement (this “Agreement”) is made effective as of [_______ __], 20[__] (the “Grant Date”) between MoneyGram International, Inc., a Delaware corporation (the “Company”), and [_________________] (the “Optionee”). Each capitalized term used but not defined in this Agreement shall have the meaning assigned to that term in the Company’s 2005 Omnibus Incentive Plan (the “Plan”).  
WHEREAS, in connection with the Optionee’s employment with the Company, the Company desires to grant to the Optionee an option to purchase shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”) on the date hereof pursuant to the terms and conditions of this Agreement, including any country-specific appendix thereto (the “Appendix”), and the Plan; 
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
1.Grant of Option. 
Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants to the Optionee on the Grant Date, an option to purchase up to [__________] shares of Common Stock at the option price set forth in Section 2 (the “Option”). 
The foregoing award is a U.S. Non-qualified Stock Option granted under the Plan, which is incorporated herein by this reference and made part of this Agreement. The Option is not an incentive stock option within the meaning of Section 422 of the United States Internal Revenue Code of 1986, as amended (the “Code”). 
2.Option Price. 
The per share purchase price of the shares subject to the Option shall be the higher of $12.00 or the Fair Market Value of the Common Stock as of the Grant Date (the “Option Price”), subject to appropriate adjustment as may be determined by the Committee from time to time in accordance with Section 9. 
3.Term of Option and Exercisability. 
(a)The term of the Option shall be for a period of ten years from the Grant Date, terminating at the close of business on [_______ __], 20[__] (the “Expiration Date”) or such shorter period as is prescribed in Sections 5 and 6 of this Agreement. 
(b)Subject to the provisions of Sections 4, 5 and 6 of this Agreement, the Option shall vest and become exercisable as follows, provided the Optionee remains continuously employed by the Company or a Subsidiary from the Grant Date through each anniversary (each a “Vesting Date”):


	
				
	Vesting Date 
	 
	Aggregate Percentage Vested

	1st Anniversary of Grant Date 
	 
	33.3
	%

	2nd Anniversary of Grant Date
	 
	33.3
	%

	3rd Anniversary of Grant Date
	 
	33.4
	%






There shall be no partial vesting during any period.  Except as set forth in Section 5 hereof, if the Optionee’s employment with the Company or any of its Subsidiaries is terminated on or prior to the third anniversary of the Grant Date, the unvested portion of the Option shall be forfeited as described in Section 5 hereof.
(c)    For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.
4.Effect of Change in Control.  









Notwithstanding the vesting provisions contained in Section 3 above, but subject to the other terms and conditions contained in this Agreement, from and after a Change in Control (as defined below) the following provisions shall apply: 
(a)If at the time of the Change in Control, the per share Fair Market Value of the Common Stock does not exceed the per share Option Price, then this Option, whether vested or unvested, shall immediately terminate in full and be of no further force or effect; and 
(b)If at the time of the Change in Control, the per share Fair Market Value of the Common Stock exceeds the Option Price, then the Committee, in its sole discretion, may: 
(i)provide the Optionee a reasonable amount of time (such period of time to be determined by the Committee in its sole discretion) to exercise the vested and unexercised portion of this Option that is outstanding at the time of the Change in Control and, if not exercised within such period, have this Option terminate in full and be of no further force or effect with respect to any unexercised portion of such Option (and the unvested portion of this Option shall be forfeited); 
(ii)provide for the termination of this Option in exchange for payment to the Optionee of the excess of (x) the aggregate Fair Market Value of the Common Stock issuable pursuant to the vested portion of the Option that is outstanding and unexercised at the time of the Change in Control over (y) the aggregate Option Price for such vested portion of the Option (and the unvested portion of this Option shall be forfeited); or 
(iii)if the Change in Control involves the merger or consolidation of the Company with or into another entity, provide for the substitution by the surviving entity or its direct or indirect parent of awards with substantially the same terms as this Option in accordance with Section 409A of the Code and Section 4(c) of the Plan. 
(c)Notwithstanding the other provisions of this Section 4, if a Change in Control occurs, and after giving effect thereto the Optionee’s employment is terminated by the Company or any of its Subsidiaries without Cause (as defined in Section 5 below) or the Optionee terminates his or her employment with “Good Reason” (as such term is defined below) in each case within twelve (12) months following the occurrence of such Change in Control, then any portion of the Options outstanding as of the termination of employment but not previously vested shall automatically accelerate and become vested.  
“Good Reason” with respect to the Optionee shall mean following a Change in Control:  (A) a material reduction in the Optionee’s position or responsibilities from the Optionee’s position or responsibilities in effect immediately prior to such Change in Control, excluding for this purpose an isolated, insubstantial or inadvertent action not taken in bad faith; (B) a material reduction in the Optionee's base salary or target bonus opportunity, if any, as in effect immediately prior to such Change in Control, except in connection with an across-the-board reduction of not more than 10% applicable to similarly situated employees of the Company, or (C) the reassignment, without the Optionee's consent, of the Optionee’s place of work to a location more than 50 miles from the Optionee's place of work immediately prior to the Change in Control; provided that none of the events described in clauses (A), (B) and (C) shall constitute Good Reason hereunder unless (x) the Optionee shall have given written notice to the Company of the Optionee’s intent to terminate his employment with Good Reason within sixty (60) days following the occurrence of any such event and (y) the Company shall have failed to remedy such event within thirty (30) days of the Company’s receipt of such notice.
(d)For purposes of this Agreement, notwithstanding the definition of Change in Control in any other agreement or plan that may be applicable to the Optionee, “Change in Control” shall mean (i) a sale, transfer or other conveyance or disposition, in any single transaction or series of transactions, of all or substantially all of the Company’s assets, (ii) the transfer of more than 50% of the outstanding securities of the Company, calculated on a fully-diluted basis, to an entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the United States Securities Exchange Act of 1934 (the “Exchange Act”)), or (iii) the merger, consolidation reorganization, recapitalization or share exchange of the Company with another entity, in each case in clauses (ii) and (iii) above under circumstances in which the holders of the voting power of the outstanding securities of the Company, as the case may be, immediately prior to such transaction, together with such holders’ affiliates and related parties, hold less than 50% in voting power of the outstanding securities of the Company or the surviving entity or resulting entity, as the case may be, immediately following such transaction; provided, however, that the issuance of securities by the Company shall not, in any event, constitute a Change in Control, and for the avoidance of doubt a sale or other transfer or series of transfers of all or any portion of the securities of the Company held by the Investors and their affiliates and related parties shall not constitute a Change in Control unless such sale or transfer or series of transfers results in a entity or group (as defined in the Exchange Act) other than the Investors and their affiliates and related parties holding more than 50% in voting power of the outstanding securities of the Company. 
For purposes hereof, “Investors” shall mean the “Investors” as defined in that certain Amended and Restated Purchase Agreement, dated March 17, 2008, by and between the Company and the other parties thereto, and their respective affiliates (not including the Company).
5.Effect of Termination of Employment. 









If the Optionee’s employment is terminated, the following shall apply: 
(a)if the Optionee’s employment with the Company or any of its Subsidiaries is terminated for Cause (as defined below), any portion of the Option that has not been exercised on the date of the Optionee’s termination of employment, whether vested or unvested, shall be immediately forfeited;
(b)if the Optionee’s employment with the Company or any of its Subsidiaries is terminated by the Company without Cause or the Optionee terminates his employment with Good Reason, any portion of the Option that has not vested on the date of the Optionee’s termination of employment shall be forfeited, and any portion of the Option that has vested may be exercised until the earlier of (i) the Expiration Date and (ii) the date that is one hundred eighty (180) days after the date of the Optionee’s termination of employment;
(c)if the Optionee resigns without Good Reason or for any reason other than death or Disability (as defined below), any portion of the Option that has not vested on the date of the Optionee’s termination of employment shall be immediately forfeited, and any portion of the Option that has vested may be exercised until the earlier of (i) the Expiration Date, or (ii) the date that is thirty (30) days after the date of the Optionee’s termination of employment; 
(d)if the Optionee’s employment with the Company or any of its Subsidiaries is terminated due to a Disability, any portion of the Option that has not vested on the date of the Optionee’s termination of employment and that does not vest pursuant to Section 5(f) shall be forfeited, and any portion of the Option that has vested, or that vests pursuant to Section 5(f) below, may be exercised until the earlier of (i) the Expiration Date and (ii) the date that is twelve (12) months after the later of the date of the Optionee’s termination due to Disability or the date of any subsequent vesting pursuant to Section 5(f) below;
(e)if the Optionee’s employment with the Company or any of its Subsidiaries is terminated due to death, any portion of the Option that has not vested on the date of the Optionee’s termination of employment and that does not vest pursuant to Section 5(f) shall be forfeited, and any portion of the Option that has vested, or that vests pursuant to Section 5(f) below, may be exercised by the Optionee’s personal representative or the administrators of the Optionee’s estate or by any Person or Persons to whom the Option has been transferred by will or the applicable laws of descent and distribution until the earlier of (i) the Expiration Date and (ii) the date that is twelve (12) months after the later of the date of the Optionee’s death or the date of any subsequent vesting pursuant to Section 5(f) below; and
(f)if the Optionee’s employment with the Company or any of its Subsidiaries is terminated due to a Disability (as defined below) or death, then (x) upon such termination, the portion of such Option that otherwise, absent such termination, would vest during the 12-month period following the date of such termination shall vest on the date of termination.  The number of Options deemed exercisable upon termination shall be calculated after giving effect to the acceleration of vesting specified in this clause (f).
For purposes of this Agreement, the Optionee’s shall cease to be continuously employed (whether or not later found to be invalid or in breach of any local employment law in the country where the Optionee resides and/or is employed or the terms of the Optionee’s employment or service agreement, if any) as of the date that the Optionee is no longer actively providing services and will not be continuously employed for purposes of the Plan through any notice period mandated under an employment law or practice in the country where the Optionee resides and/or is employed, even if otherwise applicable to the Optionee’s employment benefits (e.g., continuous employment would not include any contractual period or period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Optionee resides and/or is employed or the terms of the Optionee’s employment or service agreement, if any); the Committee shall have the exclusive discretion to determine when the Optionee is no longer continuously employed for purposes of the Option.  Furthermore, the Optionee’s right to vest in or exercise the Option after termination, if any, will be measured by the date the Optionee is no longer continuously employed.
For purposes of this Agreement, “Cause” shall mean (A) the Optionee’s willful refusal to carry out, in all material respects, the reasonable and lawful directions of the person or persons to whom the Optionee reports or the Board that are within the Optionee’s control and consistent with the Optionee’s status with the Company or its Subsidiary and his or her duties and responsibilities hereunder (except for a failure that is attributable to the Optionee’s illness, injury or Disability) for a period of 10 days following written notice by the Company or its Subsidiary to the Optionee of such failure, (B) fraud or material dishonesty in the performance of the Optionee’s duties hereunder, (C) an act or acts on the Optionee’s part constituting (x) a felony under the laws of the United States or any state thereof, (y) a misdemeanor involving moral turpitude or (z) a material violation of the securities laws of the United States or any state thereof, (D) an indictment of the Optionee for a felony under the laws of the United States or any state thereof, (E) the Optionee’s willful misconduct or gross negligence in connection with the Optionee’s duties which could reasonably be expected to be injurious in any material respect to the financial condition or business reputation of the Company as determined in good faith by the Board, (F) the Optionee’s material breach of the Company’s Code of Conduct policy or any other code of conduct in effect from time to time to the extent applicable to the Optionee, and which breach could reasonably be expected to have a material adverse effect on the Company as determined in good faith by the Board, or (G) the Optionee’s breach of the Employee Trade Secret, Confidential Information 









and Post-Employment Restriction Agreement (or any similar agreement the Optionee received from the Company) (the “Post-Employment Restriction Agreement”) which breach has an adverse effect on the Company or its Subsidiaries.
For purposes of this Agreement, “Disability” shall mean that the Optionee becomes 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.
		
	6.
	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 6, 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 Code of Conduct program or similar program of the Company; or 
(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 Code of Conduct 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 Code of Conduct 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 6(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 6. 
		
	7.
	Method of Exercising Option; Payment of Option Price; Delivery of Purchased


		
	8.
	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 10(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 8 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)cash, in United States currency (including check, draft, money order or wire transfer made payable to the Company); 
(ii)consideration received by the Company under a cashless exercise program adopted by the Company in connection with the Plan;
(iii)if the Committee, in its sole discretion, allows such an exercise, by reducing the number of shares of Common Stock otherwise deliverable upon the exercise of the Option by the number of shares of Common Stock having an aggregate Fair Market Value on the date of exercise equal to the aggregate Option Price; or
(iv)delivery (either actual delivery or by attestation) of shares of Common Stock acquired by the Optionee more than six (6) months prior to the date of exercise having an aggregate Fair Market Value on the date of exercise equal to the aggregate Option Price (only full shares of Common Stock shall be utilized for payment purposes). The Optionee shall represent and warrant in writing that the Optionee is the owner of the shares so delivered, free and clear of all liens, encumbrances, security interests and restrictions, and the Optionee shall duly endorse in blank all certificates delivered to the Company. 
Notwithstanding the foregoing, the Optionees rendering services outside the United States may exercise the Option pursuant to Section 6(b)(iii) and (iv) only with the advance approval of the Company.  
(c)Upon any exercise of the Option, and subject to the payment of the Option Price under Section 7(b) and of all Tax-Related Items obligations under Section 8, 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 Grant Date 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, including maximum applicable rates, in which case the Optionee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent.  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.
(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. 
11.General Provisions. 
(a)Interpretations. This Agreement is subject in all respects to the terms of the Plan. A copy of the Plan is available upon the Optionee’s request. 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. 
(c)Nature of Grant. In accepting the Option, the Optionee acknowledges, understands and agrees that:
(i)the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time;
(ii)the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(iii)all decisions with respect to future option grants, if any, will be at the sole discretion of the Company;
(iv)the Optionee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment or service relationship (if any) at any time;
(v)the Optionee is voluntarily participating in the Plan;
(vi)the Option and any shares of Common Stock acquired under the Plan are not intended to replace any pension rights or compensation;
(vii)the Option and shares of Common Stock subject to the Option, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
(viii)the future value of the shares of Common Stock underlying the Option is unknown, indeterminable and cannot be predicted with certainty;
(ix)if the underlying shares of Common Stock do not increase in value, the Option will have no value;
(x)if the Optionee exercises the Option and acquires shares of Common Stock, the value of such shares of Common Stock may increase or decrease in value, even below the Option Price;
(xi)no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the Optionee’s termination of employment by the Company or the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of the terms of the Optionee’s employment agreement, if any, or of any employment law in the country where the Optionee resides and/or is employed, even if otherwise applicable to the Optionee’s employment benefits from the Employer) and in consideration of the grant of the Option to which the Optionee is otherwise not entitled, the Optionee irrevocably agrees never to institute any claim against the Company or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Optionee 









shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims; and
(xii)the following provisions apply only to the Optionees providing services outside the United States, as determined by the Company:
A.the Option and any shares of Common Stock acquired under the Plan are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of the Optionee’s employment or service contract, if any;
B.the Option and any shares of Common Stock acquired under the Plan are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer, or any Subsidiary of the Company; and 
C.the Option grant and the Optionee’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any Subsidiary.  
(d)No Advice Regarding Grant.  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Optionee’s participation in the Plan, or the Optionee’s acquisition or sale of the underlying shares of Common Stock.  The Optionee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
(e)Data Privacy.  
(i)The Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Optionee’s personal data as described in this Agreement and any other Option grant materials by and among, as applicable, the Employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Optionee’s participation in the Plan.  
(ii)The Optionee understands that the Company and the Employer may hold certain personal information about the Optionee, including, but not limited to, the Optionee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Optionee’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).
(iii)The Optionee understands that Data will be transferred to E*Trade Financial Services, or such other stock plan service provider as may be selected by the Company in the future or other stock plan service provider that is selected by the Optionee to the extent permitted by the Company in its sole discretion, in each case, that is assisting the Company with the implementation, administration and management of the Plan.  The Optionee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections than the Optionee’s country.  If the Optionee resides outside of the United States, the Optionee understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting the Optionee’s local human resources representative.  The Optionee authorizes the Company, E*Trade Financial Services and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purpose of implementing, administering and managing his or her participation in the Plan. The Optionee understands that Data will be held only as long as is necessary to implement, administer and manage the Optionee’s participation in the Plan.  If the Optionee resides outside of the United States, the Optionee understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative.  Further, the Optionee understands that he or she is providing the consents herein on a purely voluntary basis.  If Optionee does not consent or if Optionee later seeks to revoke his or her consent, his or her status as an employee and career with the Employer will not be adversely affected; the only adverse consequences of refusing or withdrawing his or her consent is that the Company would not be able to grant Options or other equity awards or administer or maintain such Awards.  Therefore, the Optionee understands that refusing or withdrawing his or her consent may affect the Optionee’s ability to participate in the Plan.  For more information on the consequences of the Optionee’s refusal to consent or withdrawal of consent, the Optionee understands that he or she may contact his or her local human resources representative.
(f)Option Not Transferable. 
(i)Except as otherwise provided by the Plan or by the Committee, the Option shall not be transferable other than by will or by the laws of descent and distribution and the Option shall be exercisable during the Optionee’s lifetime only by the Optionee or by the Optionee’s guardian or legal representative. The Option may not be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance of the Option shall be void and unenforceable against the Company or any Subsidiaries. 









(ii)None of the purchased shares acquired pursuant to the exercise of this Option shall be assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of or encumbered, whether voluntarily or by operation of law, unless such transfer is in compliance with all applicable securities laws (including, without limitation, the United States Securities Act of 1933, as amended). 
(g)Reservation of Shares. The Company shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement. 
(h)Securities Matters. The Company shall not be required to deliver any shares of Common Stock until the requirements of any securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied. 
(i)Assignment. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Optionee. 
(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. The internal law, and not the law of conflicts, of the State of Texas 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 Dallas, Texas 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 located within the State of Texas, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas 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. 
(m)Notices. The Optionee should send all written notices regarding this Agreement or the Plan to the Company at the following address: 
MoneyGram International, Inc. 
EVP, General Counsel & Secretary 
2828 North Harwood Street, 15th Floor
Dallas, TX  75201
(n)Amendments. The Company may amend this Agreement at any time; provided that, subject to Section 9 hereof and Section 7 of the Plan, no such amendment, alteration, suspension, discontinuation or termination shall be made without the Optionee’s consent, if such action would materially diminish any of the Optionee’s rights under this Agreement.  The Company reserves the right to impose other requirements on the Options and the shares of Common Stock purchased upon exercise of the Option, to the extent the Company determines it is necessary or advisable under the laws of the country in which the Optionee resides pertaining to the issuance or sale of shares of Common Stock or to facilitate the administration of the Plan.









(o)Entire Agreement. This Agreement, including the Appendix, and the Plan and the other agreements referred to herein and therein and any schedules, exhibits and other documents referred to herein and therein constitute the entire agreement and understanding among the parties hereto in respect of the subject matter hereof and thereof and supersede all prior and contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise, among the parties hereto, or between any of them, with respect to the subject matter hereof and thereof. 
(p)Severability. If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any law, all other provisions of this Agreement shall remain in full force and effect so long as the economic and legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party. If any provision of this Agreement is held to be invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. 
(q)Optionee Undertaking. The Optionee agrees to take such additional action and execute such additional documents the Company may deem necessary or advisable to carry out or effect one or more of the obligations or restrictions imposed either on the Optionee or upon this Option pursuant to the provisions of this Agreement. 
(r)Counterparts. For the convenience of the parties and to facilitate execution, this Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document. 
(s)Confidentiality. The Optionee agrees to maintain the confidentiality of the existence and terms of this Option; provided, however, that the Optionee may disclose, on a confidential basis, the existence and terms of this Option to his or her spouse, accountant and legal counsel and to the extent required by law or legal process.
(t)Electronic Delivery.  The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means.  The Optionee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
(u)Language.  If the Optionee has received this Agreement, or any other document related to the Option and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
(v)Appendix.  The Option shall be subject to any special provisions set forth in the Appendix for the Optionee’s country of residence, if any.  If the Optionee relocates to one of the countries included in the Appendix during the life of the Option, the special provisions for such country shall apply to the Optionee, to the extent the Company determines that the application of such provisions is necessary or advisable under the laws of the country in which the Optionee resides pertaining to the issuance or sale of shares of Common Stock or to facilitate the administration of the Plan.  The Appendix constitutes part of this Agreement.
(w)Waiver.  The Optionee acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Optionee or any other Participant.
(x)Insider Trading Restrictions/Market Abuse Laws.  Depending upon his or her country of residence, the Optionee may be subject to insider trading restrictions and/or market abuse laws, which may affect the Optionee’s ability to acquire or sell shares or rights to shares (e.g., the Option) under the Plan during such times as the Optionee is considered to have “inside information” regarding the Company (as defined by the laws in the Participant’s country).  Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy.  The Optionee is responsible for complying with any applicable restrictions and is advised to speak with his or her personal legal advisor on this matter.
* * * * * * * * 































By signing below, the Optionee accepts this Option and the terms and conditions in this Agreement and the Plan. 
MONEYGRAM INTERNATIONAL, INC. 
By:
Title:
OPTIONEE 
Signature: 
Print Name: [____________________] 






































































[THIS IS THE SIGNATURE PAGE TO THE GLOBAL STOCK OPTION AGREEMENT BETWEEN THE ABOVE-REFERENCED PARTIES] 









MONEYGRAM INTERNATIONAL, INC.
2005 OMNIBUS INCENTIVE PLAN


APPENDIX To The
GLOBAL STOCK OPTION AGREEMENT
for OptionEES Outside the U.S.
Terms and Conditions.


This Appendix includes additional terms and conditions that govern the Option granted to the Optionee under the Plan if he/she resides in one of the countries listed below.  Certain capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or the Agreement.


If the Optionee is a citizen or resident of a country other than the one in which he/she is currently working, transfers employment to another country after the Grant Date, or is considered a resident of another country for tax or exchange control purposes, the Company shall, at its discretion, determine the extent to which the terms and conditions contained herein shall apply to the Optionee.


Notifications.


This Appendix also includes information regarding exchange controls and certain other issues of which the Optionee should be aware with respect to the Optionee’s participation in the Plan.  The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2014.  Such laws are often complex and change frequently.  As a result, the Company strongly recommends that the Optionee not rely on the information in this Appendix as the only source of information relating to the consequences of the Optionee’s participation in the Plan because the information may be out of date at the time that the Optionee exercises the Option or sells Common Stock acquired under the Plan.


In addition, the information contained herein is general in nature and may not apply to the Optionee’s particular situation and the Company is not in a position to assure the Optionee of any particular result.  Accordingly, the Optionee is advised to seek appropriate professional advice as to how the relevant laws in the Optionee’s country may apply to his/her situation.  


Finally, if the Optionee is a citizen or resident of a country other than the one in which he/she is currently working, transfers employment to another country after the Grant Date, or is considered a resident of another country for tax or exchange control purposes, the information contained herein may not be applicable to the Optionee.








Belgium


Terms and Conditions.


Tax Considerations.  The Option must be accepted in writing either (i) within 60 days of the offer (for tax at the offer date, i.e., the date the written grant terms are communicated to the Optionee), or (ii) after 60 days of the offer (for tax at exercise).  The Optionee will receive a separate offer letter, acceptance form and undertaking form in addition to the Agreement.  The Optionee should refer to the offer letter for a more detailed description of the tax consequences of choosing to accept the Option.  The Optionee should also consult a personal tax advisor with respect to completing the additional forms.  


Notifications.


Tax Reporting Notification.  The Optionee is required to report any taxable income attributable to the Option on his or her annual tax return.  The Optionee is also required to report any bank accounts opened and maintained outside Belgium on his or her annual tax return.


France


Terms and Conditions.











Consent to Receive Information in English.  By accepting the Option, the Optionee confirms having read and understood the Plan and Agreement, including all terms and conditions included therein, which were provided in the English language.  The Optionee accepts the terms of those documents accordingly.


En acceptant ces Option, le Titulaire de l’Option confirme avoir lu et compris le Plan et le Contrat y relatifs, incluant tous leurs termes et conditions, qui ont été transmis en langue anglaise. Le Titulaire de l’Option accepte les dispositions de ces documents en connaissance de cause.


Notifications.


Tax Notification.  The Option is not intended to be French-qualified for tax purposes.


Exchange Control Notification.  The Optionee acknowledges and understands that the Optionee may hold shares of Common Stock acquired under the Plan outside of France, provided that the Optionee declares all foreign accounts, whether open, current, or closed, in the Optionee’s income tax return.


Germany


Notifications.


Exchange Control Notification.  Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank (Bundesbank).  Effective from September 2013, the report must be filed electronically.  The form of report (Allgemeine Meldeportal Statistik) can be accessed via the Bundesbank’s website (www.bundesbank.de) and is available in both German and English.  The Optionee is responsible for satisfying the reporting obligation.
In addition, in the unlikely event the Optionee holds shares of Common Stock whose value exceeds 10% of the total capital of the Company, the Optionee must report these holdings to the Company on an annual basis.


Greece


Notifications.


Exchange Control Notification.  If the Optionee exercises the Option through a cash purchase exercise, rather than a cashless exercise, in order to remit funds out of Greece, the Optionee will need to complete an application form that will be provided to the Optionee by the foreign exchange bank handling the transaction.


If the Optionee exercises the Option by way of a cashless method of exercise, this application will not be required since no funds will be remitted out of Greece.  


Hong Kong


Terms and Conditions.


Securities Law Notification.  To facilitate compliance with securities laws in Hong Kong, in the event the Option vests and becomes exercisable within six (6) months of the Grant Date, the Optionee agrees not to sell the shares of Common Stock issued upon exercise of the Option prior to the six-month anniversary of the Grant Date.


Notifications.


Securities Law Notification.  Warning: The Option and shares of Common Stock issued at exercise do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company or one of its Subsidiaries.  The Agreement, including this Appendix, and the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong.  These documents have not been reviewed by any regulatory authority in Hong Kong.  The Options are intended only for the personal use of the Optionee to whom they are granted and who meets the eligibility requirements of the Plan.  The Optionee is advised to exercise caution in relation to this offer of the Option under the Plan.  If the Optionee is in any doubt about any of the contents of the Agreement, including this Appendix, or the Plan, he or she should obtain independent professional advice.











Ireland


Notifications.


Director Notification Obligation.  If the Optionee is a director, shadow director or secretary of the Company’s Irish Subsidiary, the Optionee must notify the Irish Subsidiary in writing within five business days of receiving or disposing of an interest in the Company (e.g., an Option, shares of Common Stock, etc.), or within five business days of becoming aware of the event giving rise to the notification requirement or within five business days of becoming a director or secretary if such an interest exists at the time.  This notification requirement also applies with respect to the interests of a spouse or children under the age of 18 (whose interests will be attributed to the director, shadow director or secretary).


Italy


Terms and Conditions.


Payment of Option Price.  Notwithstanding Sections 7 and 8 of the Agreement, due to regulatory requirements in Italy, the Optionee will be required to pay the Option Price and any Tax-Related Items withholding by a full cashless method of exercise, whereby upon exercise of the Option, the Optionee immediately sells all of the shares of Common Stock being purchased upon such exercise through a brokerage firm acceptable to the Company and the proceeds of such sale, less an amount in cash equal to the Option Price for the shares of Common Stock being so purchased, any Tax-Related Items and any brokers’ fees or commissions, are remitted to the Optionee.  The Company reserves the right to provide the Optionee with additional methods of exercise depending on local developments.  


Data Privacy Notice and Consent.  The following replaces Section 10(e) of the Agreement:  


The Optionee acknowledges that his or her personal data is collected, used, processed and transferred outside of the European Union, as described in this Agreement by and among, as applicable, the Employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Optionee’s participation in the Plan.  The Optionee understands that the Employer and/or the Company hold certain personal information about the Optionee, including, but not limited to, the Optionee’s name, home address and telephone number, date of birth, national insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all options or other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Optionee’s favor (“Data”), for the purpose of implementing, administering and managing the Plan.  


The Optionee is aware that providing the Company with the Data is necessary for the performance of this Agreement and that the Optionee’s refusal to provide the Data would make it impossible for the Company to perform its contractual obligations and may affect the Optionee’s ability to exercise or realize benefits from the Option.  The Optionee’s Data shall be accessible within the Company’s organization only by the persons specifically charged with data-processing operations and by the persons that need to access the Data because of their duties and position in relation to the performance of the contract. The Controller of personal data processing is Moneygram International, Inc., with registered offices at 2828 North Harwood Street, Floor 15, Dallas, Texas 75201, and, pursuant to Legislative Decree no. 196/2003, its representative in Italy is MoneyGram Payment Systems Italy srl and MoneyGram International Limited, with registered offices at Via Bombay, 5, 00144 Roma.


The Optionee understands that Data will be transferred to E*Trade Financial Services and/or to such other stock plan service provider as may be selected by the Company, which are assisting the Company with the implementation, administration and management of the Plan and that Data may be transferred to certain other third parties assisting in the implementation, administration and management of the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom he or she may elect to deposit any shares of stock acquired upon exercise of the Option.  The Optionee understands that these recipients, which may receive, possess, use, retain and transfer such Data for the above-mentioned purposes, may be located in the Optionee’s country, or elsewhere, including outside of the European Economic Area (e.g., the United States), and that the recipient’s country may have different data privacy laws and protections than the Optionee’s country.  The processing activity, including communication and transfer of Data abroad, including outside of the European Economic Area, as herein specified and pursuant to applicable laws and regulations, does not require the Optionee’s consent thereto as the processing is necessary to the performance of contractual obligations related to the implementation, administration and management of the Plan.  


The Optionee understands that data-processing relating to the purposes above specified shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data is collected and with 









confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.  The Optionee understands that Data will be held only as long as is required by the law or is necessary to implement, administer and manage the Optionee’s participation in the Plan.  The Optionee understands that, pursuant to Article 7 of Legislative Decree No. 196/2003, the Optionee has the right, without limitation, to access, delete, update, request the rectification of the Optionee’s Data and cease, for legitimate reasons, the Data-processing.  Furthermore, the Optionee is aware that the Data will not be used for direct marketing purposes.  In addition, the Data provided can be reviewed and questions or complaints can be addressed by contacting a local representative available at MoneyGram Payment Systems Italy srl and MoneyGram International Limited, with registered offices at Via Bombay, 5, 00144 Roma.


Plan Document Acknowledgment.  By accepting the Option, the Optionee acknowledges that he or she has received a copy of the Plan and the Agreement and has reviewed the Plan and the Agreement, including this Appendix, in their entirety and fully understands and accepts all provisions of the Plan and the Agreement, including this Appendix. 


The Optionee further acknowledges that he or she has read and specifically and expressly approves the following sections of the Agreement and this Appendix: “Term of Option and Exercisability;” “Effect of Change in Control,” “Effect of Termination of Employment;” “Forfeiture and Repayment Provisions;” “Responsibility for Taxes;” “Nature of Grant;” “Option Not Transferable;” “Governing Law; Arbitration;” “Optionee Undertaking;” “Language;” “Waiver;” “Insider Trading Restrictions/Market Abuse Laws;” and the “Data Privacy” section above.


Notifications.


Exchange Control Notification.  Italian residents who, at any time during the fiscal year, hold foreign financial assets (including cash and shares of Common Stock) which may generate income taxable in Italy are required to report these assets on their annual tax returns for the year during which the assets are held, or on a special form if no tax return is due.  These reporting obligations will also apply to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions.


Mexico


Terms and Conditions.


Acknowledgement of the Grant Agreement.  By accepting the Option, the Optionee acknowledges that he or she has received a copy of the Plan and the Agreement, including this Appendix, which he or she has reviewed.  The Optionee further acknowledges that he or she accepts all the provisions of the Plan and the Agreement, including this Appendix.  The Optionee also acknowledges that he or she has read and specifically and expressly approves the terms and conditions set forth in the “Nature of Grant” section of the Agreement, which clearly provide as follows:


		
	(1)
	The Optionee's participation in the Plan does not constitute an acquired right; 


		
	(2)
	The Plan and the Optionee's participation in it are offered by the Company on a wholly discretionary basis; 


		
	(3)
	The Optionee's participation in the Plan is voluntary; and 


		
	(4)
	The Company and its Subsidiaries or Affiliates are not responsible for any decrease in the value of any shares of Common Stock acquired under the Plan. 


Labor Law Acknowledgement and Policy Statement.  By accepting the Option, the Optionee acknowledges that the Company, with registered offices at 2828 North Harwood Street, 15th Floor, Dallas, TX 75201, U.S.A., is solely responsible for the administration of the Plan.  The Optionee further acknowledges that his or her participation in the Plan, the grant of the Option and any acquisition of shares of Common Stock under the Plan do not constitute an employment relationship between the Optionee and the Company because the Optionee is participating in the Plan on a wholly commercial basis.  Based on the foregoing, the Optionee expressly acknowledges that the Plan and the benefits that he or she may derive from participation in the Plan do not establish any rights between the Optionee and his or her Employer and do not form part of the employment conditions and/or benefits provided by his or her Employer, and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of the Optionee's employment.


The Optionee further understands that his or her participation in the Plan is the result of a unilateral and discretionary decision of the Company and, therefore, the Company reserves the absolute right to amend and/or discontinue the Optionee's participation in the Plan at any time, without any liability to the Optionee.











Finally, the Optionee hereby declares that he or she does not reserve to him- or herself any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and that he or she therefore grants a full and broad release to the Company, its Subsidiaries, Affiliates, branches, representation offices, shareholders, officers, agents or legal representatives, with respect to any claim that may arise.
 
Spanish Translation


Reconocimiento del Convenio de  Concesión.  Al aceptar las Unidades de Acciones Restringidas, el Beneficiario reconoce que ha recibido y revisado una copia del Plan  y de el Convenio de Concesión, incluyendo este Apéndice. El Beneficiario reconoce y acepta todas las disposiciones del Plan  y del Convenio de Concesión, incluyendo el apéndice. El Beneficiario también reconoce que ha leído y aprobado de forma expresa los términos y condiciones establecidos en la sección: “Nature of  Plan and Award” del Convenio de Concesión, que claramente establece lo siguiente: 


		
	(1)
	La participación del Beneficiario en el Plan  no constituye un derecho adquirido; 


		
	(2)
	El Plan  y la participación del Beneficiario en el es ofrecido por la Compañía de manera completamente discrecional; 


		
	(3)
	La participación del Beneficiario en el Plan  es voluntaria; y 


		
	(4)
	La Compañía y sus Subsidiarias o afiliadas no son responsables por ninguna disminución en el valor de las Acciones de adquiridas al termino del Periodo de Restricción.


Reconocimiento del Derecho Laboral y Declaración de la Política.  Al aceptar el otorgamiento, el Beneficiario reconoce que Company, con domicilio social en E.U.A., es la única responsable de la administración del Plan. Además, el Beneficiario reconoce que su participación en el Plan, la concesión de Unidades de Acciones Restringidas y cualquier adquisición de Acciones de bajo el Plan  no constituyen una relación laboral entre el Beneficiario y Company, en virtud de que el Beneficiario está participando en el Plan  en su totalidad sobre una base comercial.  Por lo anterior, el Beneficiario expresamente reconoce que el Plan  y los beneficios que puedan derivarse de su participación no establecen ningún derecho entre el Beneficiario y su empleador y que no forman parte de las condiciones de trabajo y/o beneficios otorgados por su empleador, y cualquier modificación del Plan  o la terminación no constituirá un cambio o modificación de los términos y condiciones en el empleo del Beneficiario.


Además, el Beneficiario comprende que su participación en el Plan  es el resultado de una decisión discrecional y unilateral de Company, por lo que Company se reserva el derecho absoluto de modificar y/o suspender la participación del Beneficiario en el Plan  en cualquier momento, sin responsabilidad alguna del Beneficiario.


Finalmente, el Beneficiario manifiesta que no se reserva acción o derecho alguno que origine una demanda en contra de Company, por cualquier indemnización o daño relacionada con las disposiciones del Plan  o de los beneficios otorgados en el mismo, y en consecuencia el Beneficiario libera de la manera más amplia y total de responsabilidad a Company, sus subsidiarias, afiliadas, sucursales, oficinas de representación, sus accionistas, directores, agentes y representantes legales de cualquier demanda que pudiera surgir.


Netherlands


There are no country-specific provisions.


Peru


Notifications.  


Securities Law Notification.  The offer of the Option is considered a private offering in Peru and is therefore not subject to registration in Peru.


South Africa


Terms and Conditions. 











Withholding Taxes.  This provision supplements Section 8 of the Agreement:


By accepting the Option, the Optionee agrees to notify the Employer of the amount of any gain realized upon exercise of the Option.  If the Optionee fails to advise the Employer of the gain realized upon exercise of the Option, he or she may be liable for a fine.  The Optionee will be responsible for paying any difference between the actual Tax-Related Items liability and the amount withheld.


Exchange Control Notification.  The Optionee is solely responsible for complying with applicable South African exchange control regulations.  Since the exchange control regulations change frequently and without notice, the Optionee should consult his or her legal advisor prior to the acquisition or sale of shares of Common Stock under the Plan to ensure compliance with current regulations.  As noted, it is the Optionee’s responsibility to comply with South African exchange control laws, and neither the Company nor the Employer will be liable for any fines or penalties resulting from failure to comply with applicable laws.


Notifications.


Tax Clearance Certificate for Cash Exercises.  If the Optionee exercises the Option by a cash purchase exercise, rather than a cashless exercise, the Optionee is required to obtain and provide to the Employer, or any third party designated by the Employer or the Company, a Tax Clearance Certificate (with respect to Foreign Investments) bearing the official stamp and signature of the Exchange Control Department of the South African Revenue Service (“SARS”).  The Optionee must renew this Tax Clearance Certificate each twelve (12) months or in such other period as may be required by the SARS.  


If the Optionee exercises the Option by a cashless exercise whereby no funds are remitted offshore for the purchase of shares, he or she is not required to obtain a Tax Clearance Certificate.  


Exchange Control Notification.  Under current South African exchange control policy, an Optionee may invest a maximum of ZAR5,000,000 in offshore investments annually, including in shares of the Company’s Common Stock.  The first ZAR1,000,000 of the annual investment allowance requires no prior authorization; the next ZAR4,000,000 requires tax clearance.  If the Optionee wishes to exercise his or her Option through a cash purchase exercise and the ZAR5,000,000 limit would be exceeded upon the exercise of the Option, the Optionee may still transfer funds for payment of the shares provided that he or she immediately sells the shares and repatriates the full proceeds to South Africa.  There is no repatriation requirement on the sale proceeds if the ZAR5,000,000 limit is not exceeded.  If the Optionee exercises the Option using a cashless exercise, the value of the shares thus purchased will not be counted against the Optionee’s offshore investment allowance of ZAR5,000,000.  


It is the Optionee’s responsibility to ensure that he or she does not exceed this limit.  The Optionee should note that this is a cumulative allowance and that his or her ability to remit funds for the purchase of shares of Common Stock will be reduced if the Optionee’s foreign investment limit is utilized to make a transfer of funds offshore that is unrelated to the Plan.  


Spain


Terms and Conditions.


Nature of Grant.  The following section supplements Section 10(c) of the Agreement:


In accepting the Option, the Optionee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan.
The Optionee understands that the Company, in its sole discretion, has unilaterally and gratuitously decided to grant Options under the Plan to individuals who may be employees of the Company or a Subsidiary throughout the world.  The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or a Subsidiary on an ongoing basis except to the extent provided in the Plan and Agreement.  Consequently, the Optionee understands that the Option is granted on the assumption and condition that the Options and the shares issued upon settlement shall not become a part of any employment contract (either with the Company or a Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever.  In addition, the Optionee understands that the grant of Options would not be made to the Optionee but for the assumptions and conditions referred to above; thus, the Optionee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of Options shall be null and void.









The Optionee understands and agrees that, as a condition of the grant of the Option, the termination of the Optionee’s continuous employment for any reason (including the reasons listed below) will automatically result in the loss of the Option to the extent the Option has not vested as of the date the Optionee is no longer actively providing services as explained in Section 5(f) of the Agreement.  In particular, the Optionee understands and agrees that any unvested portion of the Option as of the date the Optionee is no longer actively providing services and any vested portion of the Option not exercised within the periods set forth in the Agreement (depending on the reason of termination) will be forfeited without entitlement to the underlying shares of Common Stock or to any amount of indemnification in the event of termination of the Optionee’s continuous employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with Cause, disciplinary dismissal adjudged or recognized to be without Cause, individual or collective dismissal adjudged or recognized to be without Cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985.  The Optionee acknowledges that he or she has read and specifically accepts the conditions referred to in Section 5 of the Agreement.


The Optionee understands that this grant would not be made but for the assumptions and conditions referred to above; thus, the Optionee understands, acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then this Option shall be null and void.


Notifications.


Exchange Control Notification.  The acquisition, ownership and sale of shares of Common Stock under the Plan must be declared for statistical purposes to the Spanish Dirección General de Comercio e Inversiones (the “DGCI”), the Bureau for Commerce and Investments, which is a department of the Ministry of Economy and Competitiveness.  Generally, the declaration must be made each January for shares owned as of December 31 of the prior year; however, if the amount of shares acquired or sold exceeds €1,502,530 (or if the Optionee holds 10% or more of the share capital of the Company or such other amount that would entitle the Optionee to join the Company’s board of directors), the declaration must be filed also within one month of the acquisition or sale, as applicable.


Foreign Asset Reporting Notification.  The Optionee is required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the Shares held in such account if the value of the transactions during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceed €1,000,000.  More frequent reporting is required if such transaction value or account balance exceeds  €100,000,000.


Further, to the extent that the Optionee holds shares of Common Stock and/or has bank accounts outside Spain with a value in excess of €50,000 (for each type of asset) as of December 31, the Optionee will be required to report information on such assets on his or her tax return for such year.  After such shares and/or accounts are initially reported, the reporting obligation will apply for subsequent years only if the value of any previously-reported shares or accounts increases by more than €20,000. 


Securities Law Notification.  No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory with respect to the Option.  No public offering prospectus has been, nor will it be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission) (“CNMV”).  Neither the Plan nor the Agreement constitute a public offering prospectus and they have not been, nor will they be, registered with the CNMV.


Sweden


There are no country-specific provisions.


United Arab Emirates (Dubai)


Notifications.
Securities Law Notification.  The Agreement, including this Appendix, the Plan, and other incidental communication materials are intended for distribution only to employees of the Company and its Subsidiaries for the purposes of an employee compensation or reward scheme.  The Dubai Airport Free Zone, Emirates Securities and Commodities Authority and/or the Central Bank has no responsibility for reviewing or verifying any documents in connection with the Award.  Neither the Ministry of Economy nor the Dubai Department of Economic Development have approved this statement nor taken steps to verify the information set out in it, and have no responsibility for it.  











Further, the shares of Common Stock underlying the Option may be illiquid and/or subject to restrictions on their resale.  Prospective purchasers of the securities offered should conduct their own due diligence on the securities.  If the Optionee is in any doubt about any of the contents of the Agreement, including this Appendix, or the Plan, the Optionee should obtain independent professional advice.


United Kingdom


Terms and Conditions.


Responsibility for Taxes.  This section supplements Section 8 of the Agreement:
If payment or withholding of the income tax liability is not made within ninety (90) days of the event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected Tax-Related Items shall constitute a loan owed by the Optionee to the Employer, effective as of the Due Date.  The Optionee agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue & Customs (“HMRC”), it shall be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in Section 8 of the Agreement.  
Notwithstanding the foregoing, if the Optionee is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Optionee shall not be eligible for a loan from the Company to cover the income tax due.  In the event that the Optionee is a director or executive officer of the Company and income tax is not collected from or paid by the Optionee by the Due Date, the amount of any uncollected income tax may constitute a benefit to him/her on which additional income tax and national insurance contributions (“NICs”) may be payable.  The Optionee will be responsible for reporting any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer, as applicable, for the value of any NICs due on this additional benefit, which the Company or the Employer may recover at any time thereafter by any of the means referred to in Section 8 of the Agreement.