Restrictions on Transfer. Except as set forth in the Plan, this Award Agreement may not be sold, pledged, or otherwise transferred without the prior written consent of the Committee. Notwithstanding the foregoing, the Participant 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 which 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 your relatives as follows (or to an inter vivos trust, testamentary trust or other entity primarily for the benefit of any of your relatives): any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, 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 transferee of the Participant’s rights shall succeed and be subject to all of the terms of this Award Agreement and the Plan.

Either party may transfer or assign any of its rights or obligations under the Transaction with the prior written consent of the non-transferring party, such consent not to be unreasonably withheld or delayed; provided that [[Organization A:Organization]] may transfer or assign its rights and obligations hereunder, in whole or in part, to # without [[Organization B:Organization]]’s consent, any affiliate or branch of [[Organization A:Organization]] # that has a long-term issuer rating that is equal to or better than [[Organization A:Organization]]’s credit rating at the time of such transfer or assignment, or # whose obligations would be guaranteed by [[Organization A:Organization]] or [[Organization A:Organization]]’s ultimate parent or # with [[Organization B:Organization]]’s consent (such consent not to be unreasonably withheld or delayed) any person or any person whose obligations would be guaranteed by a person (a “Designated Transferee”), in either case under this clause (B), with a rating for its long-term, unsecured and unsubordinated indebtedness at least equivalent to [[Organization A:Organization]]’s (or its guarantor’s), provided, however, that, in the case of this clause (B), in no event shall the credit rating of the Designated Transferee or of its guarantor (whichever is higher) be lower than [[Unknown Identifier]] from Moody’s Investor Service, Inc. (or its successor) or A- from Standard and Poor’s Rating Group, Inc. (or its successor); provided further that, in the case of any transfer or assignment described in [clause (A) or (B) above], # an Event of Default, Potential Event of Default or Termination Event will not occur as result of such transfer and assignment, # [[Organization B:Organization]] will not, as a result of such transfer and assignment, receive from the transferee or assignee on any payment date or delivery date an amount or number of Shares (after taking into account any amounts payable or deliverable under [Section 2(d)(i)(4)] of the Agreement), as applicable, lower than the amount or number of Shares, as applicable, that it would have been entitled to receive in the absence of such transfer or assignment, # [[Organization B:Organization]] will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under [Section 2(d)(i)(4)] of the Agreement greater than an amount that [[Organization B:Organization]] would have been required to pay [[Organization A:Organization]] in the absence of such transfer of assignment, and # [[Organization A:Organization]] shall cause the transferee or assignee to provide [[Organization B:Organization]] with a duly completed and executed U.S. Internal Revenue Service Form W-9 or W-8 (or successor form), as applicable, and to make such Payee Tax Representations and provide such other tax documentation as may be reasonably requested by [[Organization B:Organization]] to permit [[Organization B:Organization]] to determine that events described in clauses (II) and (III) of this proviso will not occur upon or after such transfer or assignment. If at any time at which # the Equity Percentage exceeds 9.0% or # [[Organization A:Organization]], [[Organization A:Organization]] Group (as defined below) or any person whose ownership position would be aggregated with that of [[Organization A:Organization]] or [[Organization A:Organization]] Group ([[Organization A:Organization]], [[Organization A:Organization]] Group or any such person, a “[[Organization A:Organization]] Person”) under Section 203 of the Delaware General Corporation Law or other federal, state or local law, rule, regulation or regulatory order or organizational documents or contracts of [[Organization B:Organization]] applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of Shares equal to # the number of Shares that would give rise to reporting, registration, filing or notification obligations or other requirements (including obtaining prior approval by a state or federal regulator, but excluding reporting obligations arising under Section 13 of the Exchange Act as in effect on the Trade Date) of a [[Organization A:Organization]] Person under Applicable Restrictions and with

Restrictions on Transfer. Subject to Section 16 of the Plan, neither the Long-Term Incentive Award evidenced hereby nor any interest therein or in any Common Shares related to such Long-Term Incentive Award shall be transferable prior to payment to the Grantee pursuant to Section 3(e) hereof other than by will or pursuant to the laws of descent and distribution.

Restrictions on Transfer. The RSUs shall not be transferable other than by will or by the laws of descent and distribution. Each right under this Agreement shall be exercisable during Participant’s lifetime only by Participant or, if permissible under applicable law, by Participant’s legal representative. Until the date that the RSUs are paid pursuant to Section 2, none of the RSUs or the shares of Common Stock issuable upon payment thereof (the “Shares”) may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, and any purported sale, assignment, transfer, pledge, hypothecation or other disposition shall be void and unenforceable against the Company, and no attempt to transfer the RSUs or the Shares, whether voluntarily or involuntarily, by operation of law or otherwise, shall vest the purported transferee with any interest or right in or with respect to the RSUs or the Shares. Notwithstanding the foregoing, Participant may, in the manner established pursuant to the Plan, designate a beneficiary or beneficiaries to exercise the rights of Participant and receive payment of the RSUs if the Participant dies prior to payment.

Effect of Transfer. If Landlord consents to a Transfer, # the terms and conditions of this Lease shall in no way be deemed to have been waived or modified, # such consent shall not be deemed consent to any

Transfer and Encumbrance. The L-C shall also provide that Landlord may, at any time and without notice to Tenant and without first obtaining Tenant's consent thereto, transfer (one or more times) all or any portion of its interest in and to the L-C to another party, person or entity, as a part of the assignment by Landlord of its rights and interests in and to this Lease. In the event of a transfer of Landlord's interest in under this Lease, Landlord shall transfer the L-C, in whole or in part, to the transferee and thereupon Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole of said L-C to a new landlord. In connection with any such transfer of the L-C by Landlord, Tenant shall, at Tenant's sole cost and expense, execute and submit to the Bank such applications, documents and instruments as may be necessary to effectuate such transfer and, Tenant shall be responsible for paying the Bank's transfer and processing fees in connection therewith; provided that, Landlord shall have the right (in its sole discretion), but not the obligation, to pay such fees on behalf of Tenant, in which case Tenant shall reimburse Landlord within ten (10) days after Tenant's receipt of an invoice from Landlord therefor.

Restrictions on Transfer. The Shares may not be sold, transferred, or otherwise disposed of and may not be pledged or otherwise hypothecated for one (1) year from the Grant Date, except through an effective registration statement under the Securities Act of 1933, as amended, subject to [Section 3] below. This [Section 2] does not apply to any "Conversion Shares" (as defined in [Section 3] below).

Transfer of Participant. For purposes of this Plan, the transfer of a participant among the Company and its Affiliates is deemed not to be a termination of employment.

Transfer of Property. Trustor shall not sell or transfer all or any part of the Property or any interest therein, including, but not limited to, by an option to sell, a sale or transfer by deed or by land contract or by contract for deed, without Beneficiary’s prior written consent. In the event of a violation of the provisions of this Section 11, Beneficiary may, at Beneficiary’s option, declare all Secured Obligations secured by this Deed of Trust to be immediately due and payable. Beneficiary may, without further notice or demand on Trustor, invoke any remedies granted or permitted herein or provided by law.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Purchaser or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Purchaser to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Borrower proposes to replace its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the amount of the Share Reserve) signed by the successor transfer agent to Borrower and the Borrower. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 4.1(b) of this Agreement. The Company warrants that: # no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 4.10, and stop transfer instructions to give effect to Section 4.1 hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; # it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Purchaser upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and # it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Purchaser upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement. Nothing in this Section 4.10 shall affect in any way the Purchaser’s obligations and agreement set forth in Section hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Purchaser provides the Company, at the cost of the Purchaser, with # an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or # the Purchaser provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Purchaser, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 4.10 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 4.10, that the Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.