Limits on Transferability; Beneficiaries. No Award or other right or interest granted under the Plan shall be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation, or liability of such Participant to any party, or assigned or transferred by such Participant otherwise than by will or the laws of descent and distribution or to a Beneficiary upon the death of a Participant, and such Awards or rights that may be exercisable shall be exercised during the lifetime of the Participant only by the Participant or his or her guardian or legal representative, except that Awards and other rights (other than Incentive Stock Options and Stock Appreciation Rights in tandem therewith) may be transferred to one or more Beneficiaries or other transferees during the lifetime of the Participant, and may be exercised by such transferees in accordance with the terms of such Award, but only if and to the extent such transfers are permitted by the Committee pursuant to the express terms of an Award Agreement (subject to any terms and conditions which the Committee may impose thereon) and are otherwise not inconsistent with the rules as to the use of Form S-8 Registration Statement under the Securities Act of 1933, as amended (or any successor or, at the sole discretion of the Committee, other registration statement pursuant to which Awards, Shares, rights or interests under the Plan are then registered under such Act). A Beneficiary, transferee, or other person claiming any rights under the Plan from or through any Participant shall be subject to all terms and conditions of the Plan and any Award Agreement applicable to such Participant, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.

Nontransferability. Except as otherwise provided in this Plan or the Award Agreement, the benefits provided under this Plan may not be alienated, assigned, transferred, pledged or other righthypothecated by or interest granted under the Plan shall be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation,person or liability of such Participant to any party, or assigned or transferred by such Participant otherwise thanentity, except by will or the laws of descent and distribution or to a Beneficiary upon the death of a Participant,distribution, and such Awards or rights that may be exercisablethese benefits shall be exercised duringexempt from the lifetimeclaims of the Participant only by thecreditors of any Participant or hisother claimants and from all orders, decrees, levies, garnishment or her guardian or legal representative, except that Awards and other rights (other than Incentive Stock Options and Stock Appreciation Rights in tandem therewith) may be transferredexecutions against any Participant to one or more Beneficiaries or other transferees during the lifetime offullest extent allowed by law. Notwithstanding the Participant, and may be exercised by such transferees in accordance with the terms of such Award, but only if andforegoing, to the extent such transfers are permitted by the Committee pursuantCompany, a Participant may designate a Beneficiary or Beneficiaries (both primary and contingent) to receive, in the event of the Participant’s death, any Shares remaining to be delivered with respect to the express terms of an Award Agreement (subject to any terms and conditions which the Committee may impose thereon) and are otherwise not inconsistent with the rules as to the use of Form S-8 Registration StatementParticipant under the Securities Act of 1933, as amended (or any successor or, at the sole discretion of the Committee, other registration statement pursuant to which Awards, Shares, rights or interests under the Plan are then registered under such Act). A Beneficiary, transferee, or other person claiming any rights under the Plan from or through anythis Plan. The Participant shall have the right to revoke any such designation and to re-designate a Beneficiary or Beneficiaries in such manner as may be subject to all terms and conditions of the Plan and any Award Agreement applicable to such Participant, except as otherwise determinedprescribed by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.Company.

Nontransferability. Except as otherwise provided in the Plan or the Award or other right or interest grantedAgreement, the benefits provided under the Plan may not be alienated, assigned, transferred, pledged or hypothecated by or to any person or entity, and these benefits shall be pledged, hypothecatedexempt from the claims of creditors of any Participant or otherwise encumberedother claimants and from all orders, decrees, levies, garnishment or subject toexecutions against any lien, obligation, or liability of such Participant to any party, or assigned or transferredthe fullest extent allowed by such Participant otherwise than by will orlaw. Notwithstanding the laws of descent and distribution or to a Beneficiary upon the death of a Participant, and such Awards or rights that may be exercisable shall be exercised during the lifetime of the Participant only by the Participant or his or her guardian or legal representative, except that Awards and other rights (other than Incentive Stock Options and Stock Appreciation Rights in tandem therewith) may be transferred to one or more Beneficiaries or other transferees during the lifetime of the Participant, and may be exercised by such transferees in accordance with the terms of such Award, but only if andforegoing, to the extent such transfers are permitted by the Committee pursuantCompany, a Participant may designate a Beneficiary or Beneficiaries (both primary and contingent) to receive, in the event of the Participant’s death, any Shares remaining to be delivered with respect to the express terms of an Award Agreement (subject to any terms and conditions which the Committee may impose thereon) and are otherwise not inconsistent with the rules as to the use of Form S-8 Registration StatementParticipant under the Securities Act of 1933, as amended (or any successor or, at the sole discretion of the Committee, other registration statement pursuant to which Awards, Shares, rights or interests under the Plan are then registered under such Act). A Beneficiary, transferee, or other person claiming any rights under the Plan from or through anyPlan. The Participant shall have the right to revoke any such designation and to re-designate a Beneficiary or Beneficiaries in such manner as may be subject to all terms and conditions of the Plan and any Award Agreement applicable to such Participant, except as otherwise determinedprescribed by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.Company.

Transferability of Awards. Except as provided below, and except as otherwise authorized by the Committee in an Award Agreement, no Award and no Shares subject to Awards that have not been issued or other rightas to which any applicable restriction, performance or interest granted under the Plan shalldeferral period has not lapsed, may be pledged, hypothecatedsold, assigned, transferred, pledged or otherwise encumbered or subject to any lien, obligation, or liability of such Participant to any party, or assigned or transferred by such Participant otherwiseencumbered, other than by willwill, living trust or the laws of descent and distribution or to a Beneficiary upon the death of a Participant,distribution, and such Awards or rights thatAward may be exercisable shall be exercised during the lifetimelife of the Participant only by the Participant or his or herthe Participant’s guardian or legal representative, except that Awards and other rights (other than Incentive Stock Options and Stock Appreciation Rights in tandem therewith)representative. Notwithstanding the foregoing, an Award may be transferredassigned to one or more Beneficiaries or other transfereesa beneficiary pursuant to a written designation filed with the Company during the Participant’s lifetime of the Participant, and may be exercised by(each transferee thereof, a “Permitted Assignee”); provided that such transferees in accordance with the terms of such Award, but only if and to the extent such transfers are permitted by the Committee pursuant to the express terms of an Award Agreement (subject to any terms and conditions which the Committee may impose thereon) and are otherwise not inconsistent with the rules as to the use of Form S-8 Registration Statement under the Securities Act of 1933, as amended (or any successor or, at the sole discretion of the Committee, other registration statement pursuant to which Awards, Shares, rights or interests under the Plan are then registered under such Act). A Beneficiary, transferee, or other person claiming any rights under the Plan from or through any ParticipantPermitted Assignee shall be bound by and subject to all of the terms and conditions of the Plan and anythe Award Agreement applicablerelating to the transferred Award and shall execute an agreement satisfactory to the Company evidencing such Participant, except as otherwise determinedobligations; and provided further that the Participant shall remain bound by the Committee, and to any additional terms and conditions deemed necessary or appropriate byof the Committee.Plan. The Company shall cooperate with any Permitted Assignee and the Company’s transfer agent in effectuating any transfer permitted under this [Section 8.3].