Permitted Transfers. Pursuant to conditions and procedures established by the Administrator from time to time, the Administrator may permit Awards (other than Incentive Stock Options) to be transferred to, exercised by and paid to certain persons or entities related to a Participant. Any such transfers shall be in accordance with the rules of Form S-8 (e.g., limited to immediate family members of Participants, trusts and partnerships established for the primary benefit of such family members or to charitable organizations); and provided, further, that such transfers shall not be made for consideration to the Participant. In the case of initial Awards, at the request of the Participant, the Administrator may permit the naming of the related person or entity as the Award recipient. Any permitted transfer shall be subject to the condition that the Administrator receive evidence satisfactory to it that the transfer is being made for estate and/or tax planning purposes on a gratuitous or donative basis and without consideration (other than nominal consideration).

Notwithstanding Section 10.3(a) hereof, the Administrator, in its sole discretion, may determine to permit a Participant or a Permitted Transfers. PursuantTransferee of such Participant to conditions and procedures established by the Administrator from time to time, the Administrator may permit Awards (othertransfer an Award other than an Incentive Stock Options)Option (unless such Incentive Stock Option is to bebecome a Non-Qualified Stock Option) to any one or more Permitted Transferees of such Participant, subject to the following terms and conditions: # an Award transferred to, exercised by and paid to certain persons or entities related to a Participant. Any such transfers shall be in accordance with the rules of Form S-8 (e.g., limited to immediate family members of Participants, trusts and partnerships established for the primary benefit of such family members or to charitable organizations); and provided, further, that such transfersPermitted Transferee shall not be made for considerationassignable or transferable by the Permitted Transferee (other than to the Participant. In the case of initial Awards, at the requestanother Permitted Transferee of the Participant,applicable Participant) other than by will or the Administrator may permit the naminglaws of the related person or entity as thedescent and distribution; # an Award recipient. Any permitted transfertransferred to a Permitted Transferee shall continue to be subject to all the condition thatterms and conditions of the Administrator receive evidence satisfactoryAward as applicable to it thatthe original Participant (other than the ability to further transfer the Award); and # the Participant (or transferring Permitted Transferee) and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation, documents to # confirm the status of the transferee as a Permitted Transferee, # satisfy any requirements for an exemption for the transfer under applicable federal, state and foreign securities laws and # evidence the transfer. In addition, and further notwithstanding Section 10.3(a) hereof, the Administrator, in its sole discretion, may determine to permit a Participant to transfer Incentive Stock Options to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state law, the Participant is being made for estate and/or tax planning purposes on a gratuitous or donative basis and without consideration (other than nominal consideration).considered the sole beneficial owner of the Incentive Stock Option while it is held in the trust.