Duration of Offers and Nontransferability of Rights. Any right to acquire Shares under the Plan (other than an Option) shall automatically expire if not exercised by the Purchaser within 30 days after the grant of such right was communicated to the Purchaser by the Company. Such right shall not be transferable and shall be exercisable only by the Purchaser to whom such right was granted.

Nontransferability of Grants. Except as provided below, only the Grantee may exercise rights under a Grant during the Grantee’s lifetime. A Grantee may not transfer those rights except # by will or by the laws of descent and distribution or # with respect to Grants other than Incentive Stock Options, if permitted in any specific case by the Committee, pursuant to a domestic relations order or otherwise as permitted by the Committee consistent with the applicable securities laws and Section 7(c) below. When a Grantee dies, the personal representative or other person entitled to succeed to the rights of the Grantee may exercise such rights. Any such successor must furnish proof satisfactory to the Company of his or her right to receive the Grant under the Grantee’s will or under the applicable laws of descent and distribution.

Offers of Employment. Prior to the Closing Date, Buyer shall make offers of employment in writing for employment with Buyer commencing on the applicable Employee Transfer Date and otherwise on the terms and conditions set forth in this [Section 6.04] to # each of the Must-Offer Employees and # those May-Offer Employees as Buyer shall deem appropriate. Prior to the Closing Date, Seller shall take reasonable efforts to have the May-Offer Employees available to interview for employment with Buyer. Each Business Employee shall have at least five (5) Business Days from the date of the offer of employment to accept the offer. Except for the May-Offer Employees, Seller shall not induce or otherwise attempt to influence any such Business Employee to not accept his or her offer of employment from Buyer. Each Business Employee who accepts Buyer’s offer of employment and satisfies Buyer’s standard hiring policies shall be hired by Buyer as of the applicable Employee Transfer Date, it being understood that such Business Employee will thereafter become an employee of Buyer (such Business Employees to collectively be referred to as the “Hired Employees”). In respect of any Business Employee who is # absent from work due to short- or long-term disability or an authorized leave of absence and # returns to work within ninety (90) days following the Closing Date or such later period as the Business Employee has the right to return to work under applicable Law and satisfies Buyer’s standard hiring policies (any such Business Employee, a “Leave Employee”), Buyer’s offer of employment to the Leave Employee shall provide for employment effective as of the date on which such Leave Employee returns to work and, if such Leave Employee accepts Buyer’s offer of employment and commences employment with Buyer, such Leave Employee shall be considered a Hired Employee under this Agreement effective as of his or her Employee Transfer Date. For purposes of this Agreement, the “Employee Transfer Date” shall be # for Hired Employees other than the Leave Employees, the Closing, and # for Leave Employees, 12:01 A.M. local time on the date on which such Leave Employee’s period of absence expires and such Leave Employee returns to active employment. Any Business Employee that declines Buyer’s offer of employment (or fails to timely respond to such offer), fails to satisfy Buyer’s standard hiring policies, or, in the case of a Leave Employee, does not timely return from such employee’s absences or leave as provided above, shall not be a Hired Employee.

Nontransferability of Option. This Option shall not be transferable by the Grantee (or his or her personal representative or estate) other than by will or by the laws of descent and distribution, and will be exercisable during the Grantee’s lifetime only by the Grantee. The terms of this Agreement shall be binding on the executors, administrators, heirs and successors of the Grantee.

Duration of Offers and Nontransferability of Rights. Any right to purchase Shares under the Plan (other than an Option) shall automatically expire if not exercised by the Purchaser within 30 days (or such other period as may be specified in the Award Agreement) after the grant of such right was communicated to the Purchaser by the Company. Such right is not transferable and may be exercised only by the Purchaser to whom such right was granted.

Nontransferability of Awards. Except as otherwise provided by the Committee, no Awards granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. In no event will any Award granted under the Plan be transferred for value.

Neither payroll deductions or other amounts credited to a Participant’s Plan account nor a Participant’s Purchase Right may be assigned, transferred, pledged or otherwise disposed of in any manner other than as provided by the Plan or by will or the laws of descent and distribution. (A beneficiary designation pursuant to Section 20 shall not be treated as a disposition for this purpose.) Any such attempted assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw from the Plan as provided in Section 12(a). A Purchase Right shall be exercisable during the lifetime of the Participant only by the Participant.

Offers of Employment. Purchaser shall have the right but not the obligation to offer employment, effective on the Closing Date, to any and all persons who are employees of Seller immediately before the Closing Date. Purchaser shall not have the right to make offers to the employees of Parent indicated on [Schedule C]-1. If Purchaser elects to make offers in accordance with this Section, then it shall offer salary and benefits which, taken as a whole, are similar to those received by the relevant employee from Seller for positions with authority and responsibilities similar to those currently held by the relevant employee. If a relevant Seller employee does not accept Purchaser’s offer, Purchaser shall, in good faith and subject to compliance with its internal hiring policies and applicable Law, make a similar offer to any prospective employee that Jimmy Bang recommends to be hired as a replacement for that relevant Seller employee. Prior to the Closing Date, by a certain date as determined by Purchaser, Seller will provide Purchaser with information regarding such persons’ current employment arrangements with Seller to the extent permitted by applicable law and will otherwise assist Purchaser in making such offers.

Nontransferability of Options. These Options and before exercise, the underlying Shares, are nontransferable otherwise than by will or the laws of descent and distribution and during your lifetime, the Options may be exercised only by you or, during the period you are under a legal disability, by your guardian or legal representative. Except as provided above, the Options and, before exercise, the underlying Shares, may not be assigned, transferred, pledged, hypothecated, subjected to any “put equivalent position,” “call equivalent position” (as each preceding term is defined by Rule 16(a)-1 under the Securities Exchange Act of 1934), or short position, or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process.

Duration of Options and Stock Appreciation Rights. Options and Stock Appreciation Rights shall terminate upon the first to occur of the following events: