Common use of Misconduct Clause in Contracts

Misconduct. Unless a Change of Control shall have occurred after the date hereof: (i) All consideration (without regard to tax effects) received directly or indirectly by Employee from the sale or other disposition of the Earned Shares shall be paid by Employee to the Corporation, or such Earned Shares shall be returned to the Corporation, if the Corporation reasonably determines that during Employee’s employment with the Corporation or any of its Affiliates: (1) Employee knowingly participated in misconduct that causes a misstatement of the financial statements of Viad or any of its Affiliates or misconduct which represents a material violation of any code of ethics of the Corporation applicable to Employee or of the Always Honest compliance program or similar program of the Corporation; or (2) Employee was aware of and failed to report, as required by any code of ethics of the Corporation applicable to Employee or by the Always Honest compliance program or similar program of the Corporation, misconduct that causes a misstatement of the financial statements of Viad or any of its Affiliates or misconduct which represents a material knowing violation of any code of ethics of the Corporation applicable to Employee or of the Always Honest compliance program or similar program of the Corporation. (ii) Employee consents to the deduction from any amounts the Corporation or any of its Affiliates owes to Employee to the extent of the amounts Employee owes the Corporation hereunder.

Misconduct. Unless a Change of Control shall have occurred after the date hereof: (i) All consideration (without regard to tax effects) received directly or indirectly by Employee from the sale or other disposition of the Earned Shares shall be paid by Employee to the Corporation, or such Earned Shares shall be returned to the Corporation, if the Corporation reasonably determines that during Employee’s 's employment with the Corporation or any of its Affiliates: (1) Employee knowingly participated in misconduct that causes a misstatement of the financial statements of Viad or any of its Affiliates or misconduct which represents a material violation of any code of ethics of the Corporation applicable to Employee or of the Always Honest compliance program or similar program of the Corporation; or (2) Employee was aware of and failed to report, as required by any code of ethics of the Corporation applicable to Employee or by the Always Honest compliance program or similar program of the Corporation, misconduct that causes a misstatement of the financial statements of Viad or any of its Affiliates or misconduct which represents a material knowing violation of any code of ethics of the Corporation applicable to Employee or of the Always Honest compliance program or similar program of the Corporation. (ii) Employee consents to the deduction from any amounts the Corporation or any of its Affiliates owes to Employee to the extent of the amounts Employee owes the Corporation hereunder.

Misconduct. Unless a Change of in Control shall have occurred after the date hereof: (i) All consideration (without regard to tax effects) received directly or indirectly by Employee Grantee from the sale or other disposition of the Earned Shares shall be paid by Employee Grantee to the Corporation, Corporation or such Earned Shares shall be returned to the Corporation, if the Corporation reasonably determines that during EmployeeGrantee’s employment with the Corporation or any of its Affiliates: (1) Employee Grantee knowingly participated in misconduct that causes a misstatement of the financial statements of Viad MoneyGram International, Inc. or any of its Affiliates or misconduct which represents a material violation of any code of ethics of the Corporation applicable to Employee Grantee or of the Always Honest compliance program or similar program of the CorporationCorporation or its Affiliates; or (2) Employee Grantee was aware of and failed to report, as required by any code of ethics of the Corporation applicable to Employee Grantee or by the Always Honest compliance program or similar program of the Corporation, misconduct that causes a misstatement of the financial statements of Viad MoneyGram International, Inc. or any of its Affiliates or misconduct which represents a material knowing violation of any code of ethics of the Corporation applicable to Employee Grantee or of the Always Honest compliance program or similar program of the CorporationCorporation or its Affiliates. (ii) Employee Grantee consents to the deduction from any amounts the Corporation or any of its Affiliates owes to Employee Grantee to the extent of the amounts Employee Grantee owes the Corporation hereunderunder this paragraph 3(c).

Misconduct. Unless a Change of Control shall have occurred after the date hereof: (i) All consideration payments (without regard to tax effects) received directly or indirectly by Employee from with respect to the sale or other disposition of the Earned Shares Units shall be paid by Employee to the Corporation, or such Earned Shares shall be returned to the Corporation, if the Corporation reasonably determines that during Employee’s employment with the Corporation or any of its Affiliates: (1) Employee knowingly participated in misconduct that causes a misstatement of the financial statements of Viad or any of its Affiliates or misconduct which represents a material violation of any code of ethics of the Corporation applicable to Employee or of the Always Honest compliance program or similar program of the Corporation; or (2) Employee was aware of and failed to report, as required by any code of ethics of the Corporation applicable to Employee or by the Always Honest compliance program or similar program of the Corporation, misconduct that causes a misstatement of the financial statements of Viad or any of its Affiliates or misconduct which represents a material knowing violation of any code of ethics of the Corporation applicable to Employee or of the Always Honest compliance program or similar program of the Corporation. (ii) Employee consents to the deduction from any amounts the Corporation or any of its Affiliates owes to Employee to the extent of the amounts Employee owes the Corporation hereunderunder this paragraph 4(c).

Misconduct. Unless a Change of Control shall have occurred after the date hereof: (i) All consideration (without regard to tax effects) received directly or indirectly by Employee from the sale or other disposition of the Earned Shares shall be paid by Employee to the Corporation, Corporation or such Earned Shares shall be returned to the Corporation, if the Corporation reasonably determines that during Employee’s employment with the Corporation or any of its Affiliates: (1) Employee knowingly participated in misconduct that causes a misstatement of the financial statements of Viad MoneyGram International, Inc. or any of its Affiliates or misconduct which represents a material violation of any code of ethics of the Corporation applicable to Employee or of the Always Honest compliance program or similar program of the Corporation; or (2) Employee was aware of and failed to report, as required by any code of ethics of the Corporation applicable to Employee or by the Always Honest compliance program or similar program of the Corporation, misconduct that causes a misstatement of the financial statements of Viad MoneyGram International, Inc. or any of its Affiliates or misconduct which represents a material knowing violation of any code of ethics of the Corporation applicable to Employee or of the Always Honest compliance program or similar program of the Corporation. (ii) Employee consents to the deduction from any amounts the Corporation or any of its Affiliates owes to Employee to the extent of the amounts Employee owes the Corporation hereunderunder this paragraph 3(c).

Misconduct. Unless a Change of Control shall have occurred after the date hereof: (i) All consideration (without regard to tax effects) received directly or indirectly by Employee from the sale or other disposition of the Earned Shares shall be paid by Employee to the Corporation, or such Earned Shares shall be returned to the Corporation, if the Corporation reasonably determines that during Employee’s employment with the Corporation or any of its Affiliates: (1) Employee knowingly participated in misconduct that causes a misstatement of the financial statements of Viad MoneyGram International, Inc. or any of its Affiliates or misconduct which represents a material violation of any code of ethics of the Corporation applicable to Employee or of the Always Honest compliance program or similar program of the Corporation; or (2) Employee was aware of and failed to report, as required by any code of ethics of the Corporation applicable to Employee or by the Always Honest compliance program or similar program of the Corporation, misconduct that causes a misstatement of the financial statements of Viad or MoneyGram International, Inc .or any of its Affiliates or misconduct which represents a material knowing violation of any code of ethics of the Corporation applicable to Employee or of the Always Honest compliance program or similar program of the Corporation. (ii) Employee consents to the deduction from any amounts the Corporation or any of its Affiliates owes to Employee to the extent of the amounts Employee owes the Corporation hereunder.

Misconduct. Unless a Change of in Control shall have occurred after the date hereof: (i) All consideration (without regard to tax effects) received directly or indirectly by Employee Grantee from the sale or other disposition of the Earned Shares shall be paid by Employee Grantee to the Corporation, Corporation or such Earned Shares shall be returned to the Corporation, if the Corporation reasonably determines that during EmployeeGrantee’s employment with the Corporation or any of its Affiliates: (1) Employee Grantee knowingly participated in misconduct that causes a misstatement of the financial statements of Viad MoneyGram International, Inc. or any of its Affiliates or misconduct which represents a material violation of any code of ethics of the Corporation applicable to Employee Grantee or of the Always Honest compliance program or similar program of the CorporationCorporation or any of its Affiliates; or (2) Employee Grantee was aware of and failed to report, as required by any code of ethics of the Corporation applicable to Employee Grantee or by the Always Honest compliance program or similar program of the Corporation, misconduct that causes a misstatement of the financial statements of Viad MoneyGram International, Inc. or any of its Affiliates or misconduct which represents a material knowing violation of any code of ethics of the Corporation applicable to Employee Grantee or of the Always Honest compliance program or similar program of the CorporationCorporation or any of its Affiliates. (ii) Employee Grantee consents to the deduction from any amounts the Corporation or any of its Affiliates owes to Employee Grantee to the extent of the amounts Employee Grantee owes the Corporation hereunderunder this paragraph 3(c).

Misconduct. Unless a Change of Control shall have occurred after the date hereof: (i) All consideration (without regard to tax effects) received directly or indirectly by Employee from the sale or other disposition of the Earned Shares shall be paid by Employee to the Corporation, Corporation or such Earned Shares shall be returned to the Corporation, if the Corporation reasonably determines that during Employee’s 's employment with the Corporation or any of its Affiliates: (1) Employee knowingly participated or grossly negligently engaged in misconduct that causes a misstatement of the financial statements of Viad or any of its Affiliates or misconduct which represents a material violation of any code of ethics of the Corporation applicable to Employee or of the Always Honest compliance program or similar program of the Corporation; or (2) Employee was aware of and failed to report, as required by any code of ethics of the Corporation applicable to Employee or by the Always Honest compliance program or similar program of the Corporation, misconduct that causes a misstatement of the financial statements of Viad or any of its Affiliates or misconduct which represents a material knowing violation of any code of ethics of the Corporation applicable to Employee or of the Always Honest compliance program or similar program of the Corporation. (ii) Employee consents to the deduction from any amounts the Corporation or any of its Affiliates owes to Employee to the extent of the amounts Employee owes the Corporation hereunderunder this paragraph 4(c).

Misconduct. Unless a Change of Control shall have occurred after the date hereof: (i) All consideration (without regard to tax effects) received directly or indirectly by Employee from the sale or other disposition of the Earned Shares shall be paid by Employee to the Corporation, Corporation (RS)2 or such Earned Shares shall be returned to the Corporation, if the Corporation reasonably determines that during Employee’s 's employment with the Corporation or any of its Affiliates: (1) Employee knowingly participated in misconduct that causes a misstatement of the financial statements of Viad or any of its Affiliates or misconduct which represents a material violation of any code of ethics of the Corporation applicable to Employee or of the Always Honest compliance program or similar program of the Corporation; or (2) Employee was aware of and failed to report, as required by any code of ethics of the Corporation applicable to Employee or by the Always Honest compliance program or similar program of the Corporation, misconduct that causes a misstatement of the financial statements of Viad or any of its Affiliates or misconduct which represents a material knowing violation of any code of ethics of the Corporation applicable to Employee or of the Always Honest compliance program or similar program of the Corporation. (ii) Employee consents to the deduction from any amounts the Corporation or any of its Affiliates owes to Employee to the extent of the amounts Employee owes the Corporation hereunderunder this paragraph 3(c).

Misconduct. Unless a Change of in Control shall have occurred after the date hereof: (i) All consideration (without regard to tax effects) received directly or indirectly by Employee Grantee from the sale or other disposition of the Earned Shares shall be paid by Employee Grantee to the Corporation, Corporation or such Earned Shares shall be returned to the Corporation, if the Corporation reasonably determines that during EmployeeGrantee’s employment with the Corporation or any of its Affiliates: (1) Employee Grantee knowingly participated in misconduct that causes a misstatement of the financial statements of Viad MoneyGram International, Inc. or any of its Affiliates or misconduct which represents a material violation of any code of ethics of the Corporation applicable to Employee Grantee or of the Always Honest compliance program or similar program of the CorporationCorporation or its Affiliates; or (2) Employee Grantee was aware of and failed to report, as required by any code of ethics of the Corporation applicable to Employee Grantee or by the Always Honest compliance program or similar program of the Corporation, misconduct that causes a misstatement of the financial statements of Viad MoneyGram International, Inc. or any of its Affiliates or misconduct which represents a material knowing violation of any code of ethics of the Corporation applicable to Employee Grantee or of the Always Honest compliance program or similar program of the CorporationCorporation or its Affiliates. (ii) Employee Grantee consents to the deduction from any amounts the Corporation or any of its Affiliates owes to Employee Grantee to the extent of the amounts Employee Grantee owes the Corporation hereunderunder this paragraph 3(c).

Misconduct. Unless a Change of in Control shall have occurred after the date hereof: : (i) All consideration (without regard to tax effects) received directly or indirectly by Employee Grantee from the sale or other disposition of the Earned Shares shall be paid by Employee Grantee to the Corporation, Corporation or such Earned Shares shall be returned to the Corporation, if the Corporation reasonably determines that during EmployeeGrantee’s employment with the Corporation or any of its Affiliates: : (1) Employee Grantee knowingly participated in misconduct that causes a misstatement of the financial statements of Viad MoneyGram International, Inc. or any of its Affiliates or misconduct which represents a material violation of any code of ethics of the Corporation applicable to Employee Grantee or of the Always Honest compliance program or similar program of the CorporationCorporation or its Affiliates; or or (2) Employee Grantee was aware of and failed to report, as required by any code of ethics of the Corporation applicable to Employee Grantee or by the Always Honest compliance program or similar program of the Corporation, misconduct that causes a misstatement of the financial statements of Viad MoneyGram International, Inc. or any of its Affiliates or misconduct which represents a material knowing violation of any code of ethics of the Corporation applicable to Employee Grantee or of the Always Honest compliance program or similar program of the Corporation. (ii) Employee consents to the deduction from any amounts the Corporation or any of its Affiliates owes to Employee to the extent of the amounts Employee owes the Corporation hereunderAffiliates.