Award Transfer Restrictions. Except as otherwise provided in the applicable Award Agreement for Awards other than Incentive Stock Options, no Award may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. No transfer of an Award by a grantee by will or by laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and such other evidence as the Committee may deem necessary to establish the validity of the transfer. Notwithstanding the foregoing, the Committee may in its discretion permit the transfer of Non-Qualified Stock Options by a Participant to or for the benefit of the Participant’s Immediate Family, subject to such limits as the Committee may establish, and the transferee shall remain subject to all the terms and conditions applicable to the Non-Qualified Stock Options prior to such transfer. The foregoing transfer shall apply to the right to consent to amendments to any Award Agreement evidencing such Option and, in the discretion of the Committee, shall also apply to the right to transfer ancillary rights associated with such Option. For purposes of this paragraph, the term “Immediate Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father -in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons have more than 50% of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than 50% of the voting interests.

Award Transfer Restrictions. Except as otherwise provided inLimited Transferability of Certain Awards. Notwithstanding [Section 12.1] to the applicable Award Agreement forcontrary, Awards other than Incentive Stock Options, no Award may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other thantransferred by will orand by the laws of descent and distribution. NoMoreover, the Committee, in its discretion, may allow at or after the time of grant the transferability of Awards which are Vested, provided that the permitted transfer is made # if the Award is an Incentive Stock Option, the transfer is consistent with Section 422 of an Award by a grantee by will or by laws of descent and distribution shall be effectivethe Code; # to bind the Company unless(for example in the Company shall have been furnished with written notice thereof andcase of forfeiture of Restricted Shares), an authenticated copyAffiliate or a person acting as the agent of the will and such other evidence asforegoing or which is otherwise determined by the Committee may deem necessary to establishbe in the validityinterests of the transfer. NotwithstandingCompany; or # by the foregoing, the Committee may in its discretion permit the transfer of Non-Qualified Stock Optionsparticipant for no consideration to Immediate Family Members or to a bona fide trust, partnership or other entity controlled by a Participant to orand for the benefit of one or more Immediate Family Members. “Immediate Family Members” means the Participant’participant’s Immediate Family, subjectspouse, children, stepchildren, parents, stepparents, siblings (including half brothers and sisters), in-laws and other individuals who have a relationship to such limits as the participant arising because of a legal adoption. No transfer may be made to the extent that transferability would cause Form S-8 or any successor form thereto not to be available to register Shares related to an Award. The Committee in its discretion may establish, and the transferee shall remain subject to all theimpose additional terms and conditions applicable to the Non-Qualified Stock Options prior to such transfer. The foregoing transfer shall apply to the right to consent to amendments to any Award Agreement evidencing such Option and, in the discretion of the Committee, shall also apply to the right to transfer ancillary rights associated with such Option. For purposes of this paragraph, the term “Immediate Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father -in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons have more than 50% of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than 50% of the voting interests.upon transferability.

Award Transfer Restrictions. Except as otherwise provided inHowever, the applicableParticipant, with the approval of the Committee, may transfer an Award Agreement for Awards other than an Incentive Stock Options,Option for no Award may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. No transfer of an Award by a grantee by will or by laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and such other evidence as the Committee may deem necessary to establish the validity of the transfer. Notwithstanding the foregoing, the Committee may in its discretion permit the transfer of Non-Qualified Stock Options by a Participantconsideration to or for the benefit of the Participant’Participant’s Immediate Family,Family (including, without limitation, to a trust for the benefit of the Participant’s Immediate Family or to a partnership or limited liability company for one or more members of the Participant’s Immediate Family), subject to such limits as the Committee may establish, and the transferee shall remain subject to all the terms and conditions applicable to the Non-Qualified Stock OptionsAward prior to such transfer. The foregoing right to transfer Award shall apply to the right to consent to amendments to anythe Award Agreement evidencing such Optionagreement and, in the discretion of the Committee, shall also apply to the right to transfer ancillary rights associated with such Option. For purposes of this paragraph, the Award. The term “Immediate Family”“Immediate Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent,the Participant’s spouse, former spouse, sibling, niece, nephew, mother-in-law, father -in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, includingparents, children, stepchildren, adoptive relationships, any person sharingsisters, brothers and grandchildren (and, for this purpose, shall also include the Participant’s household (other than a tenant or employee), a trust in which these persons have more than 50% of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than 50% of the voting interests..

Award Transfer Restrictions.Restrictions on Transfer. Except as otherwise providedset forth in the applicablePlan, this Award Agreement for Awards other than Incentive Stock Options, no Award may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or bytransferred without the laws of descent and distribution. No transfer of an Award by a grantee by will or by laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished withprior written notice thereof and an authenticated copyconsent of the will and such other evidence as the Committee may deem necessary to establish the validity of the transfer.Committee. Notwithstanding the foregoing, the CommitteeParticipant may transfer this Option if allowed under [Section 1] hereof for a Non-Incentive Stock Option # by instrument to an inter vivos or testamentary trust (or other entity) in its discretion permit thewhich each beneficiary is a permissible gift recipient, as such is set forth in [clause (ii)] of this Section, or # by gift to charitable institutions or by gift or transfer for consideration to any of Non-Qualified Stock Options by a Participantyour relatives as follows (or to an inter vivos trust, testamentary trust or other entity primarily for the benefit of the Participant’s Immediate Family, subject to such limits as the Committee may establish, and the transferee shall remain subject to all the terms and conditions applicable to the Non-Qualified Stock Options prior to such transfer. The foregoing transfer shall apply to the right to consent to amendments to any Award Agreement evidencing such Option and, in the discretion of the Committee, shall also apply to the right to transfer ancillary rights associated with such Option. For purposes of this paragraph, the term “Immediate Family” shall meanyour relatives): any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, domestic partner, sibling, niece, nephew, mother-in-law, father -in-father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharingrelationships. Any transferee of the Participant’s household (other than a tenant or employee), a trust in which these persons have more than 50%rights shall succeed and be subject to all of the beneficial interest, a foundation in which these persons (orterms of this Award Agreement and the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than 50% of the voting interests.Plan.

Award Transfer Restrictions. Except as otherwise providedLimited Transferability Rights. Notwithstanding anything else in this [Section 12], the applicable Award Agreement for Awards other than Incentive Stock Options, no Award may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. No transfer of an Award by a grantee by will or by laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and such other evidence as the Committee may deem necessary to establish the validity of the transfer. Notwithstanding the foregoing, the CommitteeAdministrator may in its discretion permit the transfer of Non-Qualifiedgrant Awards (other than Incentive Stock Options that may be transferred by a Participantinstrument to an inter vivos or fortestamentary trust in which the benefitAwards are to be passed to beneficiaries upon the death of the Participant’s Immediate Family, subjecttrustor (settlor) or by gift or pursuant to such limits as the Committee may establish, and the transferee shall remain subjectdomestic relations orders to all the terms and conditions applicable to the Non-Qualified Stock Options prior to such transfer. The foregoing transfer shall apply to the right to consent to amendments to any Award Agreement evidencing such Option and, in the discretion“Immediate Family Members” (as defined below) of the Committee, shall also apply to the right to transfer ancillary rights associated with such Option. For purposes of this paragraph, the term “Immediate Family” shall meanParticipant. “Immediate Family Member” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father -in-father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, includinglaw (including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee)relationships), a trust in which these persons have more than 50%fifty percent of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than 50%fifty percent of the voting interests.

Award Transfer Restrictions. Except as otherwise providedLimited Transfers of Nonqualified Stock Options. Notwithstanding the foregoing, the Committee may, in its sole discretion, permit the applicable Award Agreementtransfer of Nonqualified Stock Options by a Participant to: # the Participant’s spouse, any children or lineal descendants of the Participant or the Participant’s spouse, or the spouse(s) of any such children or lineal descendants (Immediate Family Members), # a trust or trusts for Awards other than Incentivethe exclusive benefit of Immediate Family Members, or # a partnership or limited liability company in which the Participant and/or the Immediate Family Members are the only equity owners, (collectively, Eligible Transferees); provided, however, that, if the Committee permits the transfer of Nonqualified Stock Options, no AwardOptions granted to the Participant, the Committee may subsequently, in its sole discretion, amend, modify, revoke, or restrict, without the prior consent, authorization, or agreement of the Eligible Transferee, the ability of the Participant to transfer Nonqualified Stock Options that have not been already transferred to an Eligible Transferee. An Option that is transferred to an Immediate Family Member shall not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other thantransferable by such Immediate Family Member, except for any transfer by such Immediate Family Member’s will or by the laws of descent and distribution. No transferdistribution upon the death of an Award by a grantee by will or by laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and such other evidence as the Committee may deem necessary to establish the validity of the transfer. Notwithstanding the foregoing, the Committee may in its discretion permit the transfer of Non-QualifiedImmediate Family Member. Incentive Stock Options by a Participantgranted shall not be transferable pursuant to or for the benefit of the Participant’s Immediate Family, subject to such limits as the Committee may establish, and the transferee shall remain subject to all the terms and conditions applicable to the Non-Qualified Stock Options prior to such transfer. The foregoing transfer shall apply to the right to consent to amendments to any Award Agreement evidencing such Option and, in the discretion of the Committee, shall also apply to the right to transfer ancillary rights associated with such Option. For purposes of this paragraph, the term “Immediate Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father -in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons have more than 50% of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than 50% of the voting interests.Subsection.

Award Transfer Restrictions. Except as otherwise provided in the applicable Award Agreement for Awards other than Incentive Stock Options, no Award may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. No transfer of an Award by a grantee by will or by laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and such other evidence as the Committee may deem necessary to establish the validity of the transfer. Notwithstanding the foregoing, the Committee may permit Awards (other than Incentive Stock Options) to be transferred by the Participant, without consideration, subject to such rules as the Committee may adopt, to: # any person who is a “family member” of the Participant, as such term is used in its discretion permit the transferinstructions to Form S-8 under the Securities Act or any successor form of Non-Qualified Stock Optionsregistration statements promulgated by the Securities and Exchange Commission (collectively, the “Immediate Family Members”); # a Participant to ortrust solely for the benefit of the Participant or the Participant’s Immediate Family, subjectFamily Members; # a partnership or limited liability company whose only partners or stockholders are the Participant and the Participant’s Immediate Family Members; or # any other transferee as may be approved either # by the Board or the Committee, or # as provided in the applicable Award Agreement, in each case in compliance with the instructions to such limitsForm S-8 (each transferee described in [clause [(A), (B), (C) or (D) above]e]e]e]] is hereinafter referred to as a “Permitted Transferee”); provided, that the Participant gives the Committee may establish, and the transferee shall remain subject to alladvance written notice describing the terms and conditions applicableof the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan; and provided further, that in no event shall any Option or SAR (either granted independently or in tandem) be transferable for value or to the Non-Qualified Stock Options prior to such transfer. The foregoing transferany third-party financial institutions without stockholder approval. Nothing in this [Section 14(b)(ii)] shall apply to any portion of an Award that has been fully exercised or settled, as the right to consent to amendments to anycase may be, and shall not preclude the forfeiture of an Award Agreement evidencing such Option and, in accordance with the discretion ofterms thereof or the Committee, shall also apply to the right to transfer ancillary rights associated with such Option. For purposes of this paragraph, the term “Immediate Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father -in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons have more than 50% of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than 50% of the voting interests.Plan.