Transferability. Except as otherwise provided by the Committee, Awards under the Plan are not transferable except as designated by the Participant by will or by the laws of descent and distribution. However, in no event may Awards be transferred for monetary value or monetary consideration without the approval of the shareholders of the Company. Notwithstanding the foregoing, Options may be assigned or transferred by the Participant # to immediate family members of the Participant, or # to a trust in which the Participant or such family members have more than 50% of the beneficial interests, a foundation in which the Participant or such family members control the management of the foundation’s assets, or any other entity in which the Participant or such family members own more than 50% of the voting interests.

Transferability. Except as otherwise provided by the Committee, Awards under the Plan are not transferable except as designated by the Participant by will or by the laws of descent and distribution. However, in no event may Awards be transferred for monetary value or monetary consideration without the approval of the shareholders of the Company. Notwithstanding the foregoing, Options may be assigned or transferred by the Participant # to immediate family members of the Participant, or # to a trust in which the Participant or such family members have more than 50% of the beneficial interests, a foundation in which the Participant or such family members control the management of the foundation’s assets, or any other entity in which the Participant or such family members own more than 50% of the voting interests.

Transferability.Transferability of Awards. Except as provided below, no Award and no Shares subject to Awards that have not been issued or as to which any applicable restriction, performance or deferral period has not lapsed, may be sold, assigned, transferred, pledged or otherwise provided by the Committee, Awards under the Plan are not transferable except as designated by the Participantencumbered, other than by will or by the laws of descent and distribution. However, in no eventdistribution, and such Award may Awards be transferred for monetary value or monetary consideration withoutexercised during the approvallife of the shareholders of the Company. Notwithstanding the foregoing, Options may be assigned or transferredParticipant only by the Participant or the Participant’s guardian or legal representative. To the extent and under such terms and conditions as determined by the Committee, a Participant may assign or transfer an Award (each transferee thereof, a “Permitted Assignee”) to # to immediate family members of the Participant,Participant’s spouse, children or grandchildren (including any adopted and step children or grandchildren), parents, grandparents or siblings, # to a trust for the benefit of one or more of the Participant or the persons referred to in [clause (i)], (iii) to a partnership, limited liability company or corporation in which the Participant or the persons referred to in [clause (i)] are the only partners, members or shareholders, # for charitable donations or # pursuant to a domestic relations order entered or approved by a court of competent jurisdiction; provided that such family members have more than 50%Permitted Assignee shall be bound by and subject to all of the beneficial interests, a foundation in which the Participant or such family members control the managementterms and conditions of the foundation’s assets, or any other entity in whichPlan and the Award Agreement relating to the transferred Award and shall execute an agreement satisfactory to the Company evidencing such obligations; and provided further that such Participant or such family members own more than 50%shall remain bound by the terms and conditions of the voting interests.Plan. The Company shall cooperate with any Permitted Assignee and the Company’s transfer agent in effectuating any transfer permitted under this Section.

Transferability. Except as otherwise provided by the Committee, The rights of a Participant with respect to any Awards under the Plan areshall not be transferable except as designated by the Participant to whom such Awards are granted, except # by will or by the laws of descent and distribution. However, in no event may Awards be transferreddistribution, # upon prior notice to the Company, for monetary value or monetary consideration without the approval of the shareholders of the Company. Notwithstanding the foregoing, Options may be assigned or transferred by the Participant #transfers to immediate family members of the Participant,Participant's immediate family or trusts whose beneficiaries are members of the Participant's immediate family, provided that such transfer is being made for estate and/or tax planning purposes without consideration being received therefor, # upon prior notice to the Company, for transfers to a former spouse incident to a divorce, or # for such other transfers as the Board may approve, subject to a trustany conditions and limitations that it may, in which the Participant or such family members have more than 50% of the beneficial interests, a foundation in which the Participant or such family members control the management of the foundation’s assets, or any other entity in which the Participant or such family members own more than 50% of the voting interests.its sole discretion, impose.

Transferability.Transferability of Awards. Except as provided below, and except as otherwise providedauthorized by the Committee,Committee in an Award Agreement, no Award and no Shares subject to Awards under the Plan arethat have not transferable exceptbeen issued or as designatedto which any applicable restriction, performance or deferral period has not lapsed, may be sold, assigned, transferred, pledged or otherwise encumbered, other than by the Participant by willwill, living trust or by the laws of descent and distribution. However, in no eventdistribution, and such Award may Awards be transferred for monetary value or monetary consideration withoutexercised during the approvallife of the shareholders ofParticipant only by the Company.Participant or the Participant’s guardian or legal representative. Notwithstanding the foregoing, Optionsan Award may be assigned orto a beneficiary pursuant to a written designation filed with the Company during the Participant’s lifetime (each transferee thereof, a “Permitted Assignee”); provided that such Permitted Assignee shall be bound by and subject to all of the terms and conditions of the Plan and the Award Agreement relating to the transferred Award and shall execute an agreement satisfactory to the Company evidencing such obligations; and provided further that the Participant shall remain bound by the Participant # to immediate family membersterms and conditions of the Participant, or # to a trustPlan. The Company shall cooperate with any Permitted Assignee and the Company’s transfer agent in which the Participant or such family members have more than 50% of the beneficial interests, a foundation in which the Participant or such family members control the management of the foundation’s assets, oreffectuating any other entity in which the Participant or such family members own more than 50% of the voting interests.transfer permitted under this Section 8.3.

Transferability. Except as otherwise provided byLimited Transferability of Certain Awards. Notwithstanding Section 12.1 to the Committee,contrary, Awards under the Plan are not transferable except as designated by the Participantmay be transferred by will orand by the laws of descent and distribution. However,Moreover, the Committee, in no eventits discretion, may allow at or after the time of grant the transferability of Awards be transferred for monetary value or monetary consideration withoutwhich are Vested, provided that the approvalpermitted transfer is made # if the Award is an Incentive Stock Option, the transfer is consistent with Section 422 of the shareholdersCode; # to the Company (for example in the case of forfeiture of Restricted Shares), an Affiliate or a person acting as the agent of the Company. Notwithstandingforegoing or which is otherwise determined by the foregoing, OptionsCommittee to be in the interests of the Company; or # by the participant for no consideration to Immediate Family Members or to a bona fide trust, partnership or other entity controlled by and for the benefit of one or more Immediate Family Members. “Immediate Family Members” means the participant’s spouse, children, stepchildren, parents, stepparents, siblings (including half brothers and sisters), in-laws and other individuals who have a relationship to the participant arising because of a legal adoption. No transfer may be assigned or transferred bymade to the Participant # to immediate family members of the Participant, or # to a trust in which the Participant or such family members have more than 50% of the beneficial interests, a foundation in which the Participant or such family members control the management of the foundation’s assets,extent that transferability would cause Form S-8 or any other entitysuccessor form thereto not to be available to register Shares related to an Award. The Committee in which the Participant or such family members own more than 50% of the voting interests.its discretion may impose additional terms and conditions upon transferability.