Transferability of Stock Options. Except as otherwise provided in the applicable award agreement, a Non-Qualified Stock Option # shall be transferable by the Optionee to a Family Member of the Optionee, provided that # any such transfer shall be by gift with no consideration and # no subsequent transfer of such Stock Option shall be permitted other than by will or the laws of descent and distribution, and # shall not otherwise be transferable except by will or the laws of descent and distribution. An Incentive Stock Option shall not be transferable except by will or the laws of descent and distribution. A Stock Option shall be exercisable, during the Optionee’s lifetime, only by the Optionee or by the guardian or legal representative of the Optionee, it being understood that the terms “holder” and “Optionee” include the guardian and legal representative of the Optionee named in the applicable option agreement and any person to whom the Stock Option is transferred # pursuant to the first sentence of this Section 4(f) or pursuant to the applicable option agreement or # by will or the laws of descent and distribution. Notwithstanding the foregoing, references herein to the termination of an Optionee’s employment or provision of services shall mean the termination of employment or provision of services of the person to whom the Stock Option was originally granted.

Transferability of Stock Options.Awards. Except as otherwise provideddetermined by the Committee in its sole discretion, and set forth in the applicable awardrelevant grant agreement, a Non-QualifiedOptions and Stock Option #Awards shall be transferablenonassignable and nontransferable by the Optionee toParticipant other than by will or the laws of descent and distribution. During a Family Member of the Optionee, provided that # any such transferParticipant’s lifetime, Options shall be exercisable only by gift with no consideration and # no subsequent transfer of suchthe Participant or the Participant’s agent, attorney-in-fact or guardian, or by a transferee permitted by the relevant grant agreement. Incentive Stock OptionOptions shall be permittednonassignable and nontransferable by the Participant other than by will or the laws of descent and distribution, and # shall not otherwise be transferable except by will or the laws of descent and distribution. An Incentive Stock Option shall not be transferable except by will or the laws of descent and distribution. A Stock Option shall be exercisable,exercisable during the Optionee’Participant’s lifetime,lifetime only by the Optionee or by the guardian or legal representative of the Optionee, it being understood that the terms “holder” and “Optionee” include the guardian and legal representative of the Optionee named in the applicable option agreement and any person to whom the Stock Option is transferred # pursuant to the first sentence of this Section 4(f) or pursuant to the applicable option agreement or # by willParticipant or the laws of descent and distribution. Notwithstanding the foregoing, references herein to the termination of an Optionee’Participant’s employmentagent, attorney-in-fact or provision of services shall mean the termination of employment or provision of services of the person to whom the Stock Option was originally granted. guardian.

Transferability of Stock Options. Except as otherwise provided in the applicable award agreement, a Non-Qualified Stock Option # shall be transferable by the Optionee to a Family Member of the Optionee, provided that # any such transfer shall be by gift with no consideration and # no subsequent transfer of such Stock Option shall be permitted other than by will or the laws of descent and distribution, and # shall not otherwise be transferable except by will or the laws of descent and distribution. An IncentiveNontransferability. This Stock Option shall not be transferable except by will or by the laws of descent and distribution. A Stock Optiondistribution, and shall be exercisable,exercisable during the Optionee’Optionee’s lifetime,lifetime only by the Optionee or by thehis or her guardian or legal representative of the Optionee, it being understood that the terms “holder” and “Optionee” include the guardian and legal representative of the Optionee named in the applicable option agreement and any person to whom the Stock Option is transferred # pursuant to the first sentence of this Section 4(f) or pursuant to the applicable option agreement or # by will or the laws of descent and distribution. Notwithstanding the foregoing, references herein to the termination of an Optionee’s employment or provision of services shall mean the termination of employment or provision of services of the person to whom the Stock Option was originally granted. representative.

Non-Transferability of Stock Options. Except as otherwise provided inThe Option granted hereunder to the applicable award agreement, a Non-Qualified Stock Option #Grantee shall not be assignable or transferable by the Optionee to a Family Member of the Optionee, provided that # any such transfer shall be by gift with no consideration and # no subsequent transfer of such Stock Option shall be permitted otherGrantee otherwise than by will or the laws of descent and distribution, and # shall not otherwise be transferable except by will or the laws of descent and distribution. An Incentive Stock Option shall not be transferable except by will or the laws of descent and distribution. A Stocksuch Option shall be exercisable, during the Optionee’s lifetime,lifetime of the Grantee, only by the OptioneeGrantee (or, in the event of the Grantee's legal incapacity or byincompetency, the Grantee's guardian or legal representative of the Optionee, it being understood that the terms “holder” and “Optionee” include the guardian and legal representative of the Optionee named in the applicable option agreement and any person to whom the Stock Option is transferred # pursuant to the first sentence of this Section 4(f) or pursuant to the applicable option agreement or # by will or the laws of descent and distribution. Notwithstanding the foregoing, references herein to the termination of an Optionee’s employment or provision of services shall mean the termination of employment or provision of services of the person to whom the Stock Option was originally granted. representative).

Limited Transferability of Options and Stock Options. Except asPurchase Rights. Unless determined otherwise providedby the Administrator, Options and Stock Purchase Rights may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in the applicable award agreement, a Non-Qualified Stock Option # shallany manner, and may be transferableexercised only by the Optionee to a Family Memberduring the lifetime of the Optionee, provided that # any such transfer shall be by gift with no consideration and # no subsequent transfer of suchOptionee. If the Administrator, in its sole discretion, makes an Incentive Stock Option shalltransferable, such Incentive Stock Option may only be permitted other thantransferred # by will orwill, # by the laws of descent and distribution, andor # shall not otherwiseto a revocable trust. If the Administrator, in its sole discretion, makes a Nonstatutory Stock Option or Stock Purchase Right transferable, such Nonstatutory Stock Option may only be transferable excepttransferred # by willwill, or # by the laws of descent and distribution. An Incentive Stock Option shall not be transferable except by willdistribution, # to a revocable trust, or the laws of descent and distribution. A Stock Option shall be exercisable, during the Optionee’s lifetime, only by the Optionee or by the guardian or legal representative# to Family Members of the Optionee, it being understood that the terms “holder” and “Optionee” include the guardian and legal representative of the Optionee named in the applicable option agreement and any person to whom the Stock Option is transferred # pursuant to the first sentenceOptionee. For purposes of this Section 4(f) or pursuant to the applicable option agreement or # by will or the laws of descent and distribution. Notwithstanding the foregoing, references herein to the termination of an Optionee’s employment or provision of services12, “Family Member” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, registered domestic partner, 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 termination of employmentemployee’s household (other than a tenant or provision of servicesemployee), a trust in which these persons have more than fifty percent of the person to whombeneficial interest, a foundation in which these persons (or the Stock Option was originally granted. employee) control the management of assets, and any other entity in which these persons (or the employee) own more than fifty percent of the voting interests 13. Adjustments; Dissolution or Liquidation; Merger or Change in Control.

Transferability of Stock Options. Except asNo Option may be sold, transferred, pledged, assigned, or otherwise provided in the applicable award agreement, a Non-Qualified Stock Option # shall be transferable by the Optionee to a Family Member of the Optionee, provided that # any such transfer shall be by gift with no consideration and # no subsequent transfer of such Stock Option shall be permittedalienated or hypothecated, other than by will or by the laws of descent and distribution, and # shall not otherwise be transferable except by willprovided, however, the Committee may, in its discretion, authorize all or the lawsa portion of descent and distribution. An Incentivea Nonqualified Stock Option to be granted to an optionee to be on terms which permit transfer by such optionee to a Permitted Transferee, provided that # there may be no consideration for any such transfer (other than the receipt of or interest in a family partnership or limited liability company), # the stock option agreement pursuant to which such options are granted must be approved by the Committee, and must expressly provide for transferability in a manner consistent with this [Section 6.4(f), and (iii)])] subsequent transfers of transferred options shall be prohibited except those in accordance with [Section 6.4(i)]. Following transfer, any such options shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. The events of termination of service of [Sections 6.4(g), (h) and (i)])])] hereof, and the tax withholding obligations of [Section 15.3] shall continue to be applied with respect to the original optionee, following which the options shall be exercisable by the Permitted Transferee only to the extent, and for the periods specified in Sections 6(g), (h), and (i))])]. The Company shall not be transferable except by willobligated to notify Permitted Transferee(s) of the expiration or the lawstermination of descent and distribution. A Stock Optionany option. Further, all Options shall be exercisable,exercisable during the Optionee’Participant’s lifetime,lifetime only by the Optionee or by the guardian or legal representative of the Optionee, it being understood that the terms “holder” and “Optionee” include the guardian and legal representative of the Optionee namedsuch Participant and, in the applicable option agreement and anycase of a Nonqualified Stock Option, by a Permitted Transferee. The designation of a person entitled to whom the Stockexercise an Option is transferred # pursuant to the first sentence of this Section 4(f) or pursuant to the applicable option agreement or # byafter a person’s death will or the laws of descent and distribution. Notwithstanding the foregoing, references herein to the termination of an Optionee’s employment or provision of services shall mean the termination of employment or provision of services of the person to whom the Stock Option was originally granted. not be deemed a transfer.