Common use of Assignment and Transfers Clause in Contracts

Assignment and Transfers. Except as the Directors may otherwise permit pursuant to the Plan, the rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Grantee’s consent. Notwithstanding the foregoing, the Grantee may upon the completion and delivery to the General Counsel of the Company of the attached Nonqualified Stock Option Transfer Form and Agreement of Assignee and the consent of the Committee, transfer the Option to certain family members (as defined below) or a trust in which the Grantee’s family members have more than 50% of the beneficial interests, a foundation in which the Grantee or the Grantee’s family members control the management of assets, or any other entity in which the Grantee or the Grantee’s family members own more than 50% of the voting interests; provided that any such transfer shall be subject to such terms as the Committee may determine and provided, further, that the Grantee receives no consideration for the transfer of an Option and the transferred Option shall continue to be subject to the same terms and conditions as were applicable to the Option immediately before the transfer. For this purpose, “family member” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, ▇▇▇▇▇▇▇, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, and any person sharing a household with the Grantee (other than a tenant or employee).

Assignment and Transfers. Except as the Directors may otherwise permit pursuant Notwithstanding anything to the Plancontrary in ------------------------ Paragraph 31 of this Lease and subject to the conditions set forth below, Landlord's consent shall not be required for any Transfer to (a) a transferee resulting from a merger or consolidation with the rights and interests original Tenant under this Lease, (b) any entity that succeeds to all of the Grantee assets of the original Tenant under this Agreement may not be soldLease, assignedor (c) a partnership, encumbered corporation, or otherwise transferred except, in limited liability company controlled by the event original Tenant under this Lease and as to which the original Tenant under this Lease holds at least 50 percent of the death outstanding equity interests. The foregoing provision is subject to the following restrictions and conditions: (i) this Addendum Paragraph 7 is personal to the Tenant originally named in this Lease and shall be inapplicable to any transferee, (ii) such transferee must have a net worth immediately following such Transfer at least equal to the net worth of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose original Tenant under this Lease as of the Option or any right hereunder, except execution of this Lease and as provided for in this Agreement, or in the event of the levy or any attachmentdate of such Transfer, execution or similar process upon (iii) the rights or interests hereby conferredoriginal Tenant under this Lease shall remain fully liable under this Lease, (iii) the Company may terminate the Option by notice to the Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Grantee’s consent. Notwithstanding the foregoing, the Grantee may upon the completion and delivery to the General Counsel of the Company of the attached Nonqualified Stock Option Transfer Form and Agreement of Assignee and the consent of the Committee, transfer the Option to certain family members (as defined below) or a trust in which the Grantee’s family members have more than 50% of the beneficial interests, a foundation in which the Grantee or the Grantee’s family members control the management of assets, or any other entity in which the Grantee or the Grantee’s family members own more than 50% of the voting interests; provided that any such transfer shall be subject to such terms as the Committee may determine and provided, further, that the Grantee receives no consideration for the transfer of an Option and the transferred Option Premises shall continue to be subject used in a manner consistent with the Permitted Use, (iv) such Transfer shall not cause Landlord to violate any other Lease or agreement regarding the Building or Project, (v) such Transfer shall otherwise comply with all provisions of this Lease, including Paragraph 31, and (vi) Tenant shall provide Landlord with prior written notice of such Transfer, and adequate information regarding the proposed Transfer (including detailed financial information regarding the transferee) at least fifteen (15) days before the effective date of such Transfer. Landlord acknowledges that upon Tenant's proposed initial public offering, Tenant intends to convert to a Delaware corporation. Such conversion shall not constitute a Transfer under this Lease provided that such conversion results in the Delaware corporation succeeding to all of Tenant's assets, including without limitation the corporate name. Upon such conversion, all references in this Lease to the same terms and conditions as were applicable "original Tenant under this Lease" or similar phrases shall refer to the Option immediately before the transferDelaware corporation. For Upon request by Landlord, Tenant shall execute an amendment to this purpose, “family member” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, ▇▇▇▇▇▇▇, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, and any person sharing a household with the Grantee (other than a tenant or employee)Lease evidencing such conversion.

Assignment and Transfers. Except as the Directors Committee may otherwise permit pursuant to the Plan, the rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Grantee’s consent. Notwithstanding the foregoing, the Grantee may upon the completion and delivery to the General Counsel of the Company of the attached Nonqualified Stock Option Transfer Form and Agreement of Assignee and the consent of the Committee, transfer the Option to certain family members (as defined below) or a trust in which the Grantee’s family members have more than 50% of the beneficial interests, a foundation in which the Grantee or the Grantee’s family members control the management of assets, or any other entity in which the Grantee or the Grantee’s family members own more than 50% of the voting interests; provided that any such transfer shall be subject to such terms as the Committee may determine and provided, further, that the Grantee receives no consideration for the transfer of an Option and the transferred Option shall continue to be subject to the same terms and conditions as were applicable to the Option immediately before the transfer. For this purpose, “family member” includes 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, and any person sharing a household with the Grantee (other than a tenant or employee).

Assignment and Transfers. (a) Except as the Directors Board may otherwise permit pursuant to the Plan, the Option and Grantee’s rights and interests of the Grantee interest under this Agreement may not be sold, assigned, encumbered transferred, pledged, hypothecated or otherwise transferred except, in the event disposed of the death of the by Grantee, other than by will or by the laws of descent and distributiondistribution (in which case, such transferee shall succeed to the rights and obligations of Grantee hereunder) and is exercisable during Grantee’s lifetime only by Grantee, except that (i) Grantee may designate in writing a beneficiary to exercise the Option after Grantee’s death (provided the designation has been received by the Company prior to Grantee’s death) and (ii) Grantee may transfer the Option to any family member (as defined in Rule 701 under the Securities Act of 1933, as amended) subject to the requirement that Grantee will cause any entity included in such definition to convey the Option held by it to another family member prior to the occurrence of any event which would cause such family member to cease to qualify as a family member. If Grantee or anyone claiming under or through Grantee attempts to violate this Section 10, such attempted violation shall be null and void and without effect, and the Company’s obligation hereunder shall terminate. If at the time of Grantee’s death, the Option has not been fully exercised, Grantee’s estate or any person who acquires the right to exercise the Option by bequest or inheritance or by reason of Grantee’s death may exercise any unexercised part of the Option in accordance with and with respect to the Option Shares set forth in Section 1 above. The applicable requirements of Section 4 above must be satisfied in full at the time of any exercise. (b) In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, hypothecate or otherwise dispose of the Option or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Grantee’s consent. Notwithstanding the foregoing, the Grantee may upon the completion and delivery to the General Counsel of the Company of the attached Nonqualified Stock Option Transfer Form and Agreement of Assignee and the consent of the Committee, transfer the Option to certain family members (as defined below) or a trust in which the Grantee’s family members have more than 50% of the beneficial interests, a foundation in which the Grantee or the Grantee’s family members control the management of assets, or any other entity in which the Grantee or the Grantee’s family members own more than 50% of the voting interests; provided that any such transfer shall be subject to such terms as the Committee may determine and provided, further, that the Grantee receives no consideration for the transfer of an Option and the transferred Option shall continue to be subject to the same terms and conditions as were applicable to the Option immediately before the transfer. For this purpose, “family member” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, ▇▇▇▇▇▇▇, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, and any person sharing a household with the Grantee (other than a tenant or employee).

Assignment and Transfers. Except as the Directors may otherwise permit pursuant to the Plan, the rights and interests of the Grantee under 14.1 Neither Rimfire nor Evanachan will sell or assign this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by the Grantee to alienatesell, assign, pledgetransfer or otherwise dispose of any of its rights, hypothecatebenefits and privileges hereunder or any part of its interest in the Property except upon the following conditions: (a) if a party (the “Transferring Party”) desires to sell, assign, transfer or otherwise dispose of all or any part of its interest in this Agreement or any of its rights, benefits or privileges hereunder or any part of its interest in the Property (the “Transferred Interest”) to a proposed purchaser (the “Purchaser”) from whom the Transferring Party shall have received a bona fide offer which it is prepared to accept, the Transferring Party shall first offer (the “Offer”) the same in writing to the other party hereto (the “Non-Transferring Party”), and at the same price and on the same terms as are offered by the Purchaser and shall therein identify such Purchaser. The Transferring Party shall also provide the Non-Transferring Party with a copy of the bona fide written offer that it has received from the Purchaser; (b) if the Offer is accepted by the Non-Transferring Party, the Transferring Party shall forthwith transfer to the Non-Transferring Party the Transferred Interest, upon the Non-Transferring Party paying the purchase price. If the Offer is not accepted by the Non-Transferring Party within 60 days following receipt of the Offer, then, at any time during the further period of 60 days immediately thereafter, the Transferring Party may sell, assign, transfer or otherwise dispose of the Option or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice Transferred Interest to the Grantee, Purchaser at the same price and the Option and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Grantee’s consent. Notwithstanding the foregoing, the Grantee may upon the completion and delivery to the General Counsel of the Company of the attached Nonqualified Stock Option Transfer Form and Agreement of Assignee and the consent of the Committee, transfer the Option to certain family members (as defined below) or a trust in which the Grantee’s family members have more than 50% of the beneficial interests, a foundation in which the Grantee or the Grantee’s family members control the management of assets, or any other entity in which the Grantee or the Grantee’s family members own more than 50% of the voting interests; provided that any such transfer shall be subject to such terms as the Committee may determine and provided, further, that the Grantee receives no consideration for the transfer of an Option and the transferred Option shall continue to be subject to on the same terms and conditions as were applicable the original offer received from the Purchaser; and (c) for greater certainty, nothing contained in the provisions of this Section 14.1 shall prevent any party from: (i) entering into any corporate reorganization, merger, amalgamation, takeover bid, plan of arrangement, or any other such corporate transaction which has the effect of, directly or indirectly, selling, assigning, transferring, or otherwise disposing of all or a part of the Transferred Interest to a Purchaser; or (ii) assigning a Transferred Interest to an Affiliate of such party, provided that the Transferring Party delivers to the Option immediately other party notice of such assignment and provided that before such Affiliate ceases to be an Affiliate of the transfer. For Transferring Party, the Transferred Interest must be assigned back to the Transferring Party. 14.2 Notwithstanding Section 14.1, Evanachan may at any time for a period of three years from the date of this purposeAgreement sell, “family member” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, transfer or otherwise dispose of all of its interest in and to the Property and this Agreement to an Affiliate of Evanachan or another entity in which ▇▇▇ ▇▇▇▇▇▇ or his family or close business associates has a substantial involvement either through equity ownership (it being understood that ▇▇▇ ▇▇▇▇▇▇ will be the single largest shareholder of such entity) or managerial control or which is otherwise acceptable to Rimfire provided that any purchaser, niecegrantee or transferee of any such interest will have first delivered to Rimfire its agreement related to this Agreement and to the Property, nephewcontaining: (a) a covenant by such transferee to perform all the obligations of Evanachan to be performed under this Agreement in respect of the interest to be acquired by it from Evanachan to the same extent as if this Agreement had been originally executed by Evanachan and such transferee as joint and several obligors making joint and several covenants; and (b) a provision subjecting any further sale, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law transfer or sister-in-law, including adoptive relationships, other disposition of such interest in the Property and this Agreement or any person sharing a household with portion thereof to the Grantee (other than a tenant or employee)restrictions contained in this Section 14.0.

Assignment and Transfers. (a) Except as the Directors Board may otherwise permit pursuant to the Plan, the Option and Grantee’s rights and interests of the Grantee interest under this Agreement may not be sold, assigned, encumbered transferred, pledged, hypothecated or otherwise transferred except, in the event disposed of the death of the by Grantee, other than by will or by the laws of descent and distributiondistribution (in which case, such transferee shall succeed to the rights and obligations of Grantee hereunder) and is exercisable during ▇▇▇▇▇▇▇’s lifetime only by Grantee, except that (i) Grantee may designate in writing a beneficiary to exercise the Option after ▇▇▇▇▇▇▇’s death (provided the designation has been received by the Company prior to Grantee’s death) and (ii) Grantee may transfer the Option to any family member (as defined in Rule 701 under the Securities Act of 1933, as amended) subject to the requirement that Grantee will cause any entity included in such definition to convey the Option held by it to another family member prior to the occurrence of any event which would cause such family member to cease to qualify as a family member. If Grantee or anyone claiming under or through Grantee attempts to violate this Section 10, such attempted violation shall be null and void and without effect, and the Company’s obligation hereunder shall terminate. If at the time of ▇▇▇▇▇▇▇’s death, the Option has not been fully exercised, ▇▇▇▇▇▇▇’s estate or any person who acquires the right to exercise the Option by bequest or inheritance or by reason of ▇▇▇▇▇▇▇’s death may exercise any unexercised part of the Option in accordance with and with respect to the Option Shares set forth in Section 1 above. The applicable requirements of Section 4 above must be satisfied in full at the time of any exercise. (b) In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, hypothecate or otherwise dispose of the Option or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Grantee’s consent. Notwithstanding the foregoing, the Grantee may upon the completion and delivery to the General Counsel of the Company of the attached Nonqualified Stock Option Transfer Form and Agreement of Assignee and the consent of the Committee, transfer the Option to certain family members (as defined below) or a trust in which the Grantee’s family members have more than 50% of the beneficial interests, a foundation in which the Grantee or the Grantee’s family members control the management of assets, or any other entity in which the Grantee or the Grantee’s family members own more than 50% of the voting interests; provided that any such transfer shall be subject to such terms as the Committee may determine and provided, further, that the Grantee receives no consideration for the transfer of an Option and the transferred Option shall continue to be subject to the same terms and conditions as were applicable to the Option immediately before the transfer. For this purpose, “family member” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, ▇▇▇▇▇▇▇, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, and any person sharing a household with the Grantee (other than a tenant or employee).

Assignment and Transfers. Except as the Directors Committee may otherwise permit pursuant to the Plan, the rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Grantee’s consent. Notwithstanding the foregoing, the Grantee may upon the completion and delivery to the General Counsel of the Company of the attached Nonqualified Stock Option Transfer Form and Agreement of Assignee and the consent of the Committee, transfer the Option to certain family members (as defined below) or a trust in which the Grantee’s family members have more than 50% of the beneficial interests, a foundation in which the Grantee or the Grantee’s family members control the management of assets, or any other entity in which the Grantee or the Grantee’s family members own more than 50% of the voting interests; provided that any such transfer shall be subject to such terms as the Committee may determine and provided, further, that the Grantee receives no consideration for the transfer of an Option and the transferred Option shall continue to be subject to the same terms and conditions as were applicable to the Option immediately before the transfer. For this purpose, “family member” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, ▇▇▇▇▇▇▇, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, and any person sharing a household with the Grantee (other than a tenant or employee).

Assignment and Transfers. Except as the Directors Committee may otherwise permit pursuant to the Plan, the rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. However, the Grantee may designate one or more persons as the beneficiary or beneficiaries of the Restricted Stock Units, and rights of the Grantee under this Agreement shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon the Grantee’s death prior to the issuance of the shares underlying the Restricted Stock Units. Such beneficiary or beneficiaries shall take the Restricted Stock Units and all rights thereunder subject to all the terms and conditions of this Agreement. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option Restricted Stock Units or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option Restricted Stock Units by notice to the Grantee, and the Option Restricted Stock Units and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. Except to the extent otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Grantee, the Grantee’s assigns, the legal representatives, heirs and legatees of the Grantee’s estate and any beneficiaries of this award designated by Grantee. This Agreement may be assigned by the Company without the Grantee’s consent. Notwithstanding the foregoing, the Grantee may upon the completion and delivery to the General Counsel of the Company of the attached Nonqualified Stock Option Transfer Form and Agreement of Assignee and the consent of the Committee, transfer the Option to certain family members (as defined below) or a trust in which the Grantee’s family members have more than 50% of the beneficial interests, a foundation in which the Grantee or the Grantee’s family members control the management of assets, or any other entity in which the Grantee or the Grantee’s family members own more than 50% of the voting interests; provided that any such transfer shall be subject to such terms as the Committee may determine and provided, further, that the Grantee receives no consideration for the transfer of an Option and the transferred Option shall continue to be subject to the same terms and conditions as were applicable to the Option immediately before the transfer. For this purpose, “family member” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, ▇▇▇▇▇▇▇, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, and any person sharing a household with the Grantee (other than a tenant or employee).

Assignment and Transfers. (a) Except as the Directors Board may otherwise permit pursuant to the Plan, the Option and Grantee’s rights and interests of the Grantee interest under this Agreement may not be sold, assigned, encumbered transferred, pledged, hypothecated or otherwise transferred except, in the event disposed of the death of the by Grantee, other than by will or by the laws of descent and distributiondistribution (in which case, such transferee shall succeed to the rights and obligations of Grantee hereunder) and is exercisable during ▇▇▇▇▇▇▇’s lifetime only by Grantee, except that (i) Grantee may designate in writing a beneficiary to exercise the Option after ▇▇▇▇▇▇▇’s death (provided the designation has been received by the Company prior to Grantee’s death) and (ii) Grantee may transfer the Option to any family member (as defined in Rule 701 under the Securities Act of 1933, as amended) subject to the requirement that Grantee will cause any entity included in such definition to convey the Option held by it to another family member prior to the occurrence of any event which would cause such family member to cease to qualify as a family member. If Grantee or anyone claiming under or through Grantee attempts to violate this Paragraph 10, such attempted violation shall be null and void and without effect, and the Company’s obligation hereunder shall terminate. If at the time of ▇▇▇▇▇▇▇’s death, the Option has not been fully exercised, ▇▇▇▇▇▇▇’s estate or any person who acquires the right to exercise the Option by bequest or inheritance or by reason of ▇▇▇▇▇▇▇’s death may exercise the Option in accordance with and with respect to the number of shares set forth in Paragraph 1 above. The applicable requirements of Paragraph 4 above must be satisfied in full at the time of any exercise. (b) In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Grantee’s consent. Notwithstanding the foregoing, the Grantee may upon the completion and delivery to the General Counsel of the Company of the attached Nonqualified Stock Option Transfer Form and Agreement of Assignee and the consent of the Committee, transfer the Option to certain family members (as defined below) or a trust in which the Grantee’s family members have more than 50% of the beneficial interests, a foundation in which the Grantee or the Grantee’s family members control the management of assets, or any other entity in which the Grantee or the Grantee’s family members own more than 50% of the voting interests; provided that any such transfer shall be subject to such terms as the Committee may determine and provided, further, that the Grantee receives no consideration for the transfer of an Option and the transferred Option shall continue to be subject to the same terms and conditions as were applicable to the Option immediately before the transfer. For this purpose, “family member” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, ▇▇▇▇▇▇▇, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, and any person sharing a household with the Grantee (other than a tenant or employee).

Assignment and Transfers. Except as the Directors Committee may otherwise permit pursuant to the PlanPlan and the Guidelines, the rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. However, the Grantee may designate one or more persons as the beneficiary or beneficiaries of the Deferred Stock Units, and rights of the Grantee under this Agreement shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon the Grantee’s death prior to the issuance of the shares underlying the Deferred Stock Units. Such beneficiary or beneficiaries shall take the Deferred Stock Units and all rights thereunder subject to all the terms and conditions of this Agreement. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option Deferred Stock Units or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option Deferred Stock Units by notice to the Grantee, and the Option Deferred Stock Units and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. Except to the extent otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Grantee, the Grantee’s assigns, the legal representatives, heirs and legatees of the Grantee’s estate and any beneficiaries of this award designated by Grantee. This Agreement may be assigned by the Company without the Grantee’s consent. Notwithstanding the foregoing, the Grantee may upon the completion and delivery to the General Counsel of the Company of the attached Nonqualified Stock Option Transfer Form and Agreement of Assignee and the consent of the Committee, transfer the Option to certain family members (as defined below) or a trust in which the Grantee’s family members have more than 50% of the beneficial interests, a foundation in which the Grantee or the Grantee’s family members control the management of assets, or any other entity in which the Grantee or the Grantee’s family members own more than 50% of the voting interests; provided that any such transfer shall be subject to such terms as the Committee may determine and provided, further, that the Grantee receives no consideration for the transfer of an Option and the transferred Option shall continue to be subject to the same terms and conditions as were applicable to the Option immediately before the transfer. For this purpose, “family member” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, ▇▇▇▇▇▇▇, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, and any person sharing a household with the Grantee (other than a tenant or employee).

Assignment and Transfers. (a) Except as the Directors may otherwise permit pursuant to the Planprovided in subparagraph (b) below, the rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. Only the Grantee may exercise the Option during the Grantee's lifetime. After the Grantee's death, the Option shall be exercisable (subject to the limitations specified in the Plan) solely by the legal representative of the Grantee, or by the person who acquires the right to exercise the Option by will or by the laws of descent and distribution, to the extent that the Option is exercisable pursuant to this Agreement. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s 's parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Grantee’s 's consent. . (b) Notwithstanding the foregoing, the Grantee may and only upon the completion and delivery to the General Counsel of the Company of the attached Nonqualified Stock Option Transfer Form and Agreement of Assignee and the consent approval of the Committee, the Grantee may transfer the Option to certain family members, one or more trusts for the benefit of family members, or one or more partnerships of which family members are the only partners, (or other persons or entities as defined below) or a trust in which the Grantee’s family members have more than 50% of the beneficial interests, a foundation in which the Grantee or the Grantee’s family members control the management of assets, or any other entity in which the Grantee or the Grantee’s family members own more than 50% of the voting interestsCommittee may determine); provided that any such transfer shall be subject to such terms as the Committee may determine and provided, further, that the Grantee receives no consideration for the transfer of an Option and the transferred Option shall continue to be subject to the same terms and conditions as were applicable to the Option immediately before the transfer. For this purpose, “family member” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, ▇▇▇▇▇▇▇, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, and any person sharing a household with the Grantee (other than a tenant or employee).

Assignment and Transfers. Except as the Directors may otherwise permit pursuant to the Plan, the rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Grantee’s consent. Notwithstanding the foregoing, the Grantee may upon the completion and delivery to the General Counsel of the Company of the attached Nonqualified Stock Option Transfer Form and Agreement of Assignee and the consent of the Committee, transfer the Option to certain family members (as defined below) or a trust in which the Grantee’s family members have more than 50% of the beneficial interests, a foundation in which the Grantee or the Grantee’s family members control the management of assets, or any other entity in which the Grantee or the Grantee’s family members own more than 50% of the voting interests; provided that any such transfer shall be subject to such terms as the Committee may determine and provided, further, that the Grantee receives no consideration for the transfer of an Option and the transferred Option shall continue to be subject to the same terms and conditions as were applicable to the Option immediately before the transfer. For this purpose, “family member” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, ▇s▇▇▇▇▇▇, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, and any person sharing a household with the Grantee (other than a tenant or employee).

Assignment and Transfers. Except as the Directors Committee may otherwise permit pursuant to the Plan, the rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. However, the Grantee may designate one or more persons as the beneficiary or beneficiaries of the Restricted Stock Units, and rights of the Grantee under this Agreement shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon the Grantee’s death prior to the issuance of the shares underlying the Restricted Stock Units. Such beneficiary or beneficiaries shall take the Restricted Stock Units and all rights thereunder subject to all the terms and conditions of this Agreement. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option Restricted Stock Units or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option Restricted Stock Units by notice to the Grantee, and the Option Restricted Stock Units and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. Except to the extent otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Grantee, the Grantee’s assigns, the legal representatives, heirs and legatees of the Grantee’s estate and any beneficiaries of this award designated by ▇▇▇▇▇▇▇. This Agreement may be assigned by the Company without the Grantee’s consent. Notwithstanding the foregoing, the Grantee may upon the completion and delivery to the General Counsel of the Company of the attached Nonqualified Stock Option Transfer Form and Agreement of Assignee and the consent of the Committee, transfer the Option to certain family members (as defined below) or a trust in which the Grantee’s family members have more than 50% of the beneficial interests, a foundation in which the Grantee or the Grantee’s family members control the management of assets, or any other entity in which the Grantee or the Grantee’s family members own more than 50% of the voting interests; provided that any such transfer shall be subject to such terms as the Committee may determine and provided, further, that the Grantee receives no consideration for the transfer of an Option and the transferred Option shall continue to be subject to the same terms and conditions as were applicable to the Option immediately before the transfer. For this purpose, “family member” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, ▇▇▇▇▇▇▇, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, and any person sharing a household with the Grantee (other than a tenant or employee).