Transfer; Assignment. Except as otherwise provided in [Sections 5.6, 5.7.3, 5.7.4 and 5.7.5]5]5] solely with respect to Options and except as otherwise provided below, Awards under the Plan shall not be Transferable by the Participant or exercisable by any person other than the Participant, and Awards under the Plan shall not be subject in any manner to assignment, alienation, pledge, encumbrance or charge:

Either party may transfer or assign any of its rights or obligations under the Transaction with the prior written consent of the non-transferring party, such consent not to be unreasonably withheld or delayed; provided that [[Organization A:Organization]] may transfer or assign its rights and obligations hereunder, in whole or in part, to # without [[Organization B:Organization]]’s consent, any affiliate or branch of [[Organization A:Organization]] # that has a long-term issuer rating that is equal to or better than [[Organization A:Organization]]’s credit rating at the time of such transfer or assignment, or # whose obligations would be guaranteed by [[Organization A:Organization]] or [[Organization A:Organization]]’s ultimate parent or # with [[Organization B:Organization]]’s consent (such consent not to be unreasonably withheld or delayed) any person or any person whose obligations would be guaranteed by a person (a “Designated Transferee”), in either case under this clause (B), with a rating for its long-term, unsecured and unsubordinated indebtedness at least equivalent to [[Organization A:Organization]]’s (or its guarantor’s), provided, however, that, in the case of this clause (B), in no event shall the credit rating of the Designated Transferee or of its guarantor (whichever is higher) be lower than [[Unknown Identifier]] from Moody’s Investor Service, Inc. (or its successor) or A- from Standard and Poor’s Rating Group, Inc. (or its successor); provided further that, in the case of any transfer or assignment described in [clause (A) or (B) above], # an Event of Default, Potential Event of Default or Termination Event will not occur as result of such transfer and assignment, # [[Organization B:Organization]] will not, as a result of such transfer and assignment, receive from the transferee or assignee on any payment date or delivery date an amount or number of Shares (after taking into account any amounts payable or deliverable under [Section 2(d)(i)(4)] of the Agreement), as applicable, lower than the amount or number of Shares, as applicable, that it would have been entitled to receive in the absence of such transfer or assignment, # [[Organization B:Organization]] will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under [Section 2(d)(i)(4)] of the Agreement greater than an amount that [[Organization B:Organization]] would have been required to pay [[Organization A:Organization]] in the absence of such transfer of assignment, and # [[Organization A:Organization]] shall cause the transferee or assignee to provide [[Organization B:Organization]] with a duly completed and executed U.S. Internal Revenue Service Form W-9 or W-8 (or successor form), as applicable, and to make such Payee Tax Representations and provide such other tax documentation as may be reasonably requested by [[Organization B:Organization]] to permit [[Organization B:Organization]] to determine that events described in clauses (II) and (III) of this proviso will not occur upon or after such transfer or assignment. If at any time at which # the Equity Percentage exceeds 9.0% or # [[Organization A:Organization]], [[Organization A:Organization]] Group (as defined below) or any person whose ownership position would be aggregated with that of [[Organization A:Organization]] or [[Organization A:Organization]] Group ([[Organization A:Organization]], [[Organization A:Organization]] Group or any such person, a “[[Organization A:Organization]] Person”) under Section 203 of the Delaware General Corporation Law or other federal, state or local law, rule, regulation or regulatory order or organizational documents or contracts of [[Organization B:Organization]] applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of Shares equal to # the number of Shares that would give rise to reporting, registration, filing or notification obligations or other requirements (including obtaining prior approval by a state or federal regulator, but excluding reporting obligations arising under Section 13 of the Exchange Act as in effect on the Trade Date) of a [[Organization A:Organization]] Person under Applicable Restrictions and with

Transfer and Assignment. The rights and obligations of an Executive under this Plan may not be transferred or assigned without the prior written consent of the Company. This Plan shall be binding upon any person who is a successor by merger, acquisition, consolidation or otherwise to the business formerly carried on by the Company without regard to whether or not such person or entity actively assumes the obligations hereunder.

Dealer may transfer or assign its rights and obligations hereunder and under the Agreement (“Transfer”), in whole or in part, to any of its Affiliates that have a credit rating that is not lower than the credit rating of Dealer immediately prior to the proposed time of such Transfer (or whose obligations are guaranteed by an entity of equivalent credit quality) without the consent of Issuer. Dealer will provide prompt written notice of any such transfer to Issuer.

No Transfer or Assignment. No rights under this Award shall be assignable or transferable by the Grantee, except to the extent expressly permitted by the Plan.

Restrictions on Transfer; Assignment. Holder may not transfer or assign all or any part of this Note; except that if Holder is an individual, Holder may transfer this Note or part thereof upon prior written notice to the Company either during the Holder’s lifetime or on death by will or intestacy to the Holder’s immediate family or to a trust, the beneficiaries of which are exclusively Holder and/or a member or members of the Holder’s immediate family. This Note may only be transferred in compliance with applicable state and federal laws. All rights and obligations of the Company and the Holder shall be binding upon and benefit the successors, assigns, heirs, and administrators of the parties.

Transfer or Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 1 may be transferred or assigned, but only with all related obligations, by an Investor to a transferee or assignee who # acquires at least 25,000 shares of Common Stock (or such equivalent amount of Preferred Shares) (subject to appropriate adjustment for stock splits, stock dividends and combinations) from such transferring Investor, unless waived in writing by the Company, or # holds Registrable Securities immediately prior to such transfer or assignment; provided, that in the case of (a), (i) prior to such transfer or assignment, the Company is furnished with written notice stating the name and address of such transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned, # such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement and # such transfer or assignment shall be effective only if immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the Securities Act.

Assignment and Transfer by the Company. The Company will have the right to assign and/or transfer this Agreement to its affiliates, successors and assigns. The Executive expressly consents to be bound by the provisions of this Agreement for the benefit of the Company or any parent, subsidiary or affiliate to whose employ the Executive may be transferred without the necessity that this Agreement be re-signed at the time of such transfer.

Transfer. Assignor by these presents does hereby GRANT, CONVEY, BARGAIN, SELL, TRANSFER, ASSIGN, SET-OVER and DELIVER unto Assignee, all of Assignor's rights, titles, interests and privileges in and to the Assigned Contracts.

Transfer. For purposes of clarity, should an Eligible Employee transfer business units during a Plan Year, such Eligible Employee’s Salary Deferrals and Matching Contributions, if any, shall not change during that Plan Year.