Common use of Heirs and Successors Clause in Contracts

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of Grantee or benefits distributable to Grantee under this Agreement have not been exercised or distributed, respectively, at the time of Grantee’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. If a deceased Grantee fails to designate a beneficiary, or if the Designated Beneficiary does not survive Grantee, any rights that would have been exercisable by Grantee and any benefits distributable to Grantee shall be exercised by or distributed to the legal representative of the estate of Grantee. If a deceased Grantee designates a beneficiary and the Designated Beneficiary survives Grantee but dies before the Designated Beneficiary’s exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of Grantee exercisable by the Participant or benefits distributable deliverable to Grantee the Participant under this Agreement have not been exercised or distributeddelivered, respectively, at the time of Granteethe Participant’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Grantee Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Participant, any rights that would have been exercisable by Grantee the Participant and any benefits distributable to Grantee the Participant shall be exercised by or distributed to the legal representative of the estate of Granteethe Participant. If a deceased Grantee Participant designates a beneficiary and the Designated Beneficiary survives Grantee the Participant but dies before the Designated Beneficiary’s exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of Grantee the Participant or benefits distributable to Grantee the Participant under this Agreement have not been exercised or distributed, respectively, at the time of Granteethe Participant’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Grantee Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Participant, any rights that would have been exercisable by Grantee the Participant and any benefits distributable to Grantee the Participant shall be exercised by or distributed to the legal representative of the estate of Granteethe Participant. If a deceased Grantee Participant designates a beneficiary and the Designated Beneficiary survives Grantee the Participant but dies before the Designated Beneficiary’s exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of Grantee exercisable by the Participant or benefits distributable deliverable to Grantee the Participant under this Agreement have not been exercised or distributeddelivered, respectively, at the time of Granteethe Participant’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Grantee Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Participant, any rights that would have been exercisable by Grantee the Participant and any benefits distributable to Grantee the Participant shall be exercised by or distributed to the legal representative of the estate of Granteethe Participant. If a deceased Grantee Participant designates a beneficiary and but the Designated Beneficiary survives Grantee but dies before the Designated Beneficiary’s exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. (a) This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. . (b) If any rights of Grantee exercisable by the Participant or benefits distributable deliverable to Grantee the Participant under this Agreement have not been exercised or distributeddelivered, respectively, at the time of Granteethe Participant’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. . (c) If a deceased Grantee fails Participant has failed to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Participant, any rights that would have been exercisable by Grantee the Participant and any benefits distributable to Grantee the Participant shall be exercised by or distributed to the legal representative of the estate of Grantee. the Participant. (d) If a deceased Grantee designates Participant has designated a beneficiary and but the Designated Beneficiary survives Grantee but dies before the Designated Beneficiary’s exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of Grantee the Participant or benefits distributable to Grantee the Participant under this Agreement have not been exercised or distributed, respectively, at the time of Granteethe Participant’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Grantee Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Participant, any rights that would have been exercisable by Grantee the Participant and any benefits distributable to Grantee the Participant shall be exercised by or distributed to the legal representative of the estate of Granteethe Participant. If a deceased Grantee Participant designates a beneficiary and the Designated Beneficiary survives Grantee the Participant but dies before the Designated Beneficiary’s exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s 's assets and business. If any rights of Grantee exercisable by the Participant or benefits distributable deliverable to Grantee the Participant under this Agreement have not been exercised or distributeddelivered, respectively, at the time of Grantee’s the Participant's death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, Beneficiary in accordance with the provisions of this Agreement and the Plan. The "Designated Beneficiary" shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Grantee Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe participant, any rights that would have been exercisable by Grantee the Participant and any benefits distributable to Grantee the Participant shall be exercised by or distributed to the legal representative of the estate of Granteethe Participant. If a deceased Grantee designates Participant has designated a beneficiary and but the Designated Beneficiary survives Grantee but dies before the Designated Beneficiary’s 's exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of Grantee the Participant or benefits distributable to Grantee the Participant under this Agreement have not been exercised or distributed, respectively, at the time of Granteethe Participant’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Grantee Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Participant, any rights that would have been exercisable by Grantee the Participant and any benefits distributable to Grantee the Participant shall be exercised by or distributed to the legal representative of the estate of Granteethe Participant. If a deceased Grantee Participant designates a beneficiary and but the Designated Beneficiary survives Grantee but dies before the Designated Beneficiary’s exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. (a) This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s 's assets and business. . (b) If any rights of Grantee exercisable by the Participant or benefits distributable deliverable to Grantee the Participant under this Agreement have not been exercised or distributeddelivered, respectively, at the time of Grantee’s the Participant's death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. . (c) If a deceased Grantee fails Participant has failed to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Participant, any rights that would have been exercisable by Grantee the Participant and any benefits distributable to Grantee the Participant shall be exercised by or distributed to the legal representative of the estate of Grantee. the Participant. (d) If a deceased Grantee designates Participant has designated a beneficiary and but the Designated Beneficiary survives Grantee but dies before the Designated Beneficiary’s 's exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, upon and inure to the benefit of, of the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s 's assets and business. If any rights of Grantee exercisable by the Participant or benefits distributable deliverable to Grantee the Participant under this Agreement have not been exercised or distributeddelivered, respectively, at the time of Grantee’s the Participant's death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. If a deceased Grantee Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Participant, any rights that would have been exercisable by Grantee the Participant and any benefits distributable to Grantee the Participant shall be exercised by or distributed to the legal representative of the estate of Granteethe Participant. If a deceased Grantee Participant designates a beneficiary and the Designated Beneficiary survives Grantee the Participant but dies before the Designated Beneficiary’s 's exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This The Award Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s 's assets and business. If any rights of Grantee exercisable by the Employee or benefits distributable deliverable to Grantee the Employee under this the Award Agreement have not been exercised or distributeddelivered, respectively, at the time of Grantee’s the Employee's death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement the Award Agreement. The "Designated Beneficiary" shall be the beneficiary or beneficiaries designated by the Employee in a writing filed with the Company in such form and at such time as the PlanCompany shall require. If a deceased Grantee Employee fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Employee, any rights that would have been exercisable by Grantee the Employee and any benefits distributable to Grantee the Employee shall be exercised by or distributed to the legal representative of the estate of Granteethe Employee. If a deceased Grantee Employee designates a beneficiary and the Designated Beneficiary survives Grantee the Employee but dies before the Designated Beneficiary’s 's exercise of all rights under this Award Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s 's assets and business. If any rights of Grantee the Awardee or benefits distributable to Grantee the Awardee under this Agreement have not been exercised or distributed, respectively, at the time of Grantee’s the Awardee's death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. If a deceased Grantee Awardee fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Awardee, any rights that would have been exercisable by Grantee the Awardee and any benefits distributable to Grantee the Awardee shall be exercised by or distributed to the legal representative of the estate of Granteethe Awardee. If a deceased Grantee Awardee designates a beneficiary and but the Designated Beneficiary survives Grantee but dies before the Designated Beneficiary’s 's exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of Grantee the Director or benefits distributable to Grantee the Director under this Agreement have not been exercised or distributed, respectively, at the time of Granteethe Director’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Director in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Grantee Director fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Director, any rights that would have been exercisable by Grantee the Director and any benefits distributable to Grantee the Director shall be exercised by or distributed to the legal representative of the estate of Granteethe Director. If a deceased Grantee Director designates a beneficiary and the Designated Beneficiary survives Grantee the Director but dies before the Designated Beneficiary’s exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. (a) This Agreement shall be binding upon, and inure to the benefit of, the Company and its the Participant and their respective heirs, executors, administrators, successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. . (b) If any rights of Grantee exercisable by the Participant or benefits distributable deliverable to Grantee the Participant under this Agreement have not been exercised or distributeddelivered, respectively, at the time of Granteethe Participant’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. . (c) If a deceased Grantee fails Participant has failed to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Participant, any rights that would have been exercisable by Grantee the Participant and any benefits distributable to Grantee the Participant shall be exercised by or distributed to the legal representative of the estate of Grantee. the Participant. (d) If a deceased Grantee designates Participant has designated a beneficiary and but the Designated Beneficiary survives Grantee but dies before the Designated Beneficiary’s exercise of all rights under this Agreement or but before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s 's assets and business. If any rights of Grantee the Participant or benefits distributable to Grantee the Participant under this Agreement have not been exercised or distributed, respectively, at the time of Grantee’s the Participant's death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. The "Designated Beneficiary" shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Grantee Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Participant, any rights that would have been exercisable by Grantee the Participant and any benefits distributable to Grantee the Participant shall be exercised by or distributed to the legal representative of the estate of Granteethe Participant. If a deceased Grantee Participant designates a beneficiary and but the Designated Beneficiary survives Grantee but dies before the Designated Beneficiary’s 's exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of Grantee exercisable by the Participant or benefits distributable deliverable to Grantee the Participant under this Agreement have not been exercised or distributeddelivered, respectively, at the time of Grantee’s the Participant's death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. The "Designated Beneficiary" shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Grantee Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Participant, any rights that would have been exercisable by Grantee the Participant and any benefits distributable to Grantee the Participant shall be exercised by or distributed to the legal representative of the estate of Granteethe Participant. If a deceased Grantee Participant designates a beneficiary and but the Designated Beneficiary survives Grantee but dies before the Designated Beneficiary’s 's exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s 's assets and business. If any rights of Grantee exercisable by the Optionee or benefits distributable deliverable to Grantee the Optionee under this Agreement have not been exercised or distributeddelivered, respectively, at the time of Grantee’s the Optionee's death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement agreement. The "Designated Beneficiary" shall be the beneficiary or beneficiaries designated by the Optionee in a writing filed with the Committee in such form and at such time as the PlanCommittee shall require. If a deceased Grantee Optionee fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Optionee, any rights that would have been exercisable by Grantee the Optionee and any benefits distributable to Grantee the Optionee shall be exercised by or distributed to the legal representative of the estate of Granteethe Optionee. If a deceased Grantee Optionee designates a beneficiary and the Designated Beneficiary survives Grantee the Optionee but dies before the Designated Beneficiary’s 's exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of Grantee exercisable by the Optionee or benefits distributable deliverable to Grantee the Optionee under this Agreement have not been exercised or distributeddelivered, respectively, at the time of Granteethe Optionee’s death, such rights shall be exercisable by the his Designated Beneficiary, and such benefits . The “Designated Beneficiary” shall be distributed to the Designated Beneficiary, beneficiary or beneficiaries designated by the Optionee in accordance a writing filed with the provisions of this Agreement Committee in such form and at such time as the PlanCommittee shall require. If a deceased Grantee Optionee fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Optionee, any rights that would have been exercisable by Grantee the Optionee and any benefits distributable to Grantee the Optionee shall be exercised by or distributed to the legal representative of the estate of Granteethe Optionee. If a deceased Grantee Optionee designates a beneficiary and the Designated Beneficiary survives Grantee the Optionee but dies before the Designated Beneficiary’s exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of Grantee exercisable by the Optionee or benefits distributable deliverable to Grantee the Optionee under this Agreement have not been exercised or distributeddelivered, respectively, at the time of Granteethe Optionee’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Optionee in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Grantee Optionee fails to designate a beneficiary, or if the Designated designated Beneficiary does not survive Granteethe Optionee, any rights that would have been exercisable by Grantee the Optionee and any benefits distributable to Grantee the Optionee shall be exercised by or distributed to the legal representative of the estate of Granteethe Optionee. If a deceased Grantee Optionee designates a beneficiary and but the Designated Beneficiary survives Grantee but dies before the Designated Beneficiary’s exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of exercisable by the Grantee or benefits distributable deliverable to the Grantee under this Agreement have not been exercised or distributeddelivered, respectively, at the time of the Grantee’s death, such rights shall shall, subject to the terms and conditions of the Plan and this Award, be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Grantee in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Grantee fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Grantee, any rights that would have been exercisable by the Grantee and any benefits distributable to the Grantee shall be exercised by or distributed to the legal representative of the estate of the Grantee. If a deceased Grantee designates a beneficiary and but the Designated Beneficiary survives Grantee but dies before the Designated Beneficiary’s exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. (a) This Agreement shall be binding upon, and inure to the benefit of, the Company and its the Participant and their respective heirs, executors, administrators, successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. . (b) If any rights of Grantee exercisable by the Participant or benefits distributable deliverable to Grantee the Participant under this Agreement have not been exercised or distributeddelivered, respectively, at the time of Granteethe Participant’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. . (c) If a deceased Grantee fails Participant has failed to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Participant, any rights that would have been exercisable by Grantee the Participant and any benefits distributable to Grantee the Participant shall be exercised by or distributed to the legal representative of the estate of Grantee. the Participant. (d) If a deceased Grantee designates Participant has designated a beneficiary and but the Designated Beneficiary survives Grantee but dies before the Designated Beneficiary’s exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall Award Agreementshall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of Grantee exercisable by the Employee or benefits distributable deliverable to Grantee the Employee under this thisAward Agreement have not been exercised or distributeddelivered, respectively, at the time of Granteethe Employee’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement thisAward Agreement. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Employee in a writing filed with the Company in such form and at such time as the PlanCompany shall require. If a deceased Grantee Employee fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Employee, any rights that would have been exercisable by Grantee the Employee and any benefits distributable to Grantee the Employee shall be exercised by or distributed to the legal representative of the estate of Granteethe Employee. If a deceased Grantee Employee designates a beneficiary and the Designated Beneficiary survives Grantee the Employee but dies before the Designated Beneficiary’s exercise of all rights under this Award Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Award Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s 's assets and business. If any rights of exercisable by the Grantee or benefits distributable deliverable to the Grantee under this Agreement have not been exercised or distributeddelivered, respectively, at the time of the Grantee’s 's death, such rights shall shall, subject to the terms and conditions of the Plan and this Option, be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. The "Designated Beneficiary" shall be the beneficiary or beneficiaries designated by the Grantee in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Grantee fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Grantee, any rights that would have been exercisable by the Grantee and any benefits distributable to the Grantee shall be exercised by or distributed to the legal representative of the estate of the Grantee. If a deceased Grantee designates a beneficiary and but the Designated Beneficiary survives Grantee but dies before the Designated Beneficiary’s 's exercise of all rights under this Agreement Incentive Stock Option Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This The Award Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of Grantee exercisable by the Employee or benefits distributable deliverable to Grantee the Employee under this thisAward Agreement have not been exercised or distributeddelivered, respectively, at the time of Granteethe Employee’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement thisAward Agreement. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Employee in a writing filed with the Company in such form and at such time as the PlanCompany shall require. If a deceased Grantee Employee fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Employee, any rights that would have been exercisable by Grantee the Employee and any benefits distributable to Grantee the Employee shall be exercised by or distributed to the legal representative of the estate of Granteethe Employee. If a deceased Grantee Employee designates a beneficiary and the Designated Beneficiary survives Grantee the Employee but dies before the Designated Beneficiary’s exercise of all rights under this Award Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s 's assets and business. If any rights of exercisable by the Grantee or benefits distributable deliverable to the Grantee under this Agreement have not been exercised or distributeddelivered, respectively, at the time of the Grantee’s 's death, such rights shall shall, subject to the terms of the Plan and this Option, be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. The "Designated Beneficiary" shall be the beneficiary or beneficiaries designated by the Grantee in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Grantee fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Grantee, any rights that would have been exercisable by the Grantee and any benefits distributable to the Grantee shall be exercised by or distributed to the legal representative of the estate of the Grantee. If a deceased Grantee designates a beneficiary and but the Designated Beneficiary survives Grantee but dies before the Designated Beneficiary’s 's exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of Grantee exercisable by the Participant or benefits distributable deliverable to Grantee the Participant under this Agreement have not been exercised or distributeddelivered, respectively, at the time of Grantee’s the Participant's death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. The "Designated Beneficiary" shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Board in such form and at such time as the Board shall require. If a deceased Grantee Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Participant, any rights that would have been exercisable by Grantee the Participant and any benefits distributable to Grantee the Participant shall be exercised by or distributed to the legal representative of the estate of Granteethe Participant. If a deceased Grantee Participant designates a beneficiary and but the Designated Beneficiary survives Grantee but dies before the Designated Beneficiary’s 's exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s 's assets and business. If any rights of exercisable by the Grantee or benefits distributable deliverable to the Grantee under this Agreement have not been exercised or distributeddelivered, respectively, at the time of the Grantee’s 's death, such rights shall shall, subject to the terms and conditions of the Plan and this Option, be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. The "Designated Beneficiary" shall be the beneficiary or beneficiaries designated by the Grantee in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Grantee fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Grantee, any rights that would have been exercisable by the Grantee and any benefits distributable to the Grantee shall be exercised by or distributed to the legal representative of the estate of the Grantee. If a deceased Grantee designates a beneficiary and but the Designated Beneficiary survives Grantee but dies before the Designated Beneficiary’s 's exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any Non-Qualified Stock Option Agreement benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of Grantee exercisable by the Director or benefits distributable deliverable to Grantee the Director under this Agreement have not been exercised or distributeddelivered, respectively, at the time of Granteethe Director’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Director in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Grantee Director fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Director, any rights that would have been exercisable by Grantee the Director and any benefits distributable to Grantee the Director shall be exercised by or distributed to the legal representative of the estate of Granteethe Director. If a deceased Grantee Director designates a beneficiary and the Designated Beneficiary survives Grantee the Director but dies before the Designated Beneficiary’s exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of Grantee exercisable by the Optionee or benefits distributable deliverable to Grantee the Optionee under this Agreement have not been exercised or distributeddelivered, respectively, at the time of Granteethe Optionee’s death, such rights shall be exercisable by the his/her Designated Beneficiary, and such benefits . The “Designated Beneficiary” shall be distributed to the Designated Beneficiary, beneficiary or beneficiaries designated by the Optionee in accordance a writing filed with the provisions of this Agreement Committee in such form and at such time as the PlanCommittee shall require. If a deceased Grantee Optionee fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Optionee, any rights that would have been exercisable by Grantee the Optionee and any benefits distributable to Grantee the Optionee shall be exercised by or distributed to the legal representative of the estate of Granteethe Optionee. If a deceased Grantee Optionee designates a beneficiary and the Designated Beneficiary survives Grantee the Optionee but dies before the Designated Beneficiary’s exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Award Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of Grantee exercisable by the Employee or benefits distributable deliverable to Grantee the Employee under this Award Agreement have not been exercised or distributeddelivered, respectively, at the time of Granteethe Employee’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement Award Agreement. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Employee in a writing filed with the Company in such form and at such time as the PlanCompany shall require. If a deceased Grantee Employee fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Employee, any rights that would have been exercisable by Grantee the Employee and any benefits distributable to Grantee the Employee shall be exercised by or distributed to the legal representative of the estate of Granteethe Employee. If a deceased Grantee Employee designates a beneficiary and the Designated Beneficiary survives Grantee the Employee but dies before the Designated Beneficiary’s exercise of all rights under this Award Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Award Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon including any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s 's assets and business. If any rights of Grantee the Participant or benefits distributable to Grantee the Participant under this Agreement have not been exercised or distributed, respectively, at the time of Grantee’s the Participant's death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. If a deceased Grantee Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Participant, any rights that would have been exercisable by Grantee the Participant and any benefits distributable to Grantee the Participant shall be exercised by or distributed to the legal representative of the estate of Granteethe Participant. If a deceased Grantee Participant designates a beneficiary and the Designated Beneficiary survives Grantee the Participant but dies before the Designated Beneficiary’s 's exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This ThisAward Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of Grantee exercisable by the Employee or benefits distributable deliverable to Grantee the Employee under this thisAward Agreement have not been exercised or distributeddelivered, respectively, at the time of Granteethe Employee’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement thisAward Agreement. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Employee in a writing filed with the Company in such form and at such time as the PlanCompany shall require. If a deceased Grantee Employee fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Employee, any rights that would have been exercisable by Grantee the Employee and any benefits distributable to Grantee the Employee shall be exercised by or distributed to the legal representative of the estate of Granteethe Employee. If a deceased Grantee Employee designates a beneficiary and the Designated Beneficiary survives Grantee the Employee but dies before the Designated Beneficiary’s exercise of all rights under this Award Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s 's assets and business. If any rights of Grantee exercisable by the Participant or benefits distributable deliverable to Grantee the Participant under this Agreement have not been exercised or distributeddelivered, respectively, at the time of Grantee’s the Participant's death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, Beneficiary in accordance with the provisions of this Agreement Agreement. The "Designated Beneficiary" shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Board in such form and at such time as the PlanBoard shall require. If a deceased Grantee Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe participant, any rights that would have been exercisable by Grantee the articipant and any benefits distributable to Grantee the Participant shall be exercised by or distributed to the legal representative of the estate of Granteethe Participant. If a deceased Grantee designates Participant has designated a beneficiary and but the Designated Beneficiary survives Grantee but dies before the Designated Beneficiary’s 's exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s 's assets and businessbusinesses. If any rights of Grantee exercisable by the Participant or benefits distributable deliverable to Grantee the Participant under this Agreement have not been exercised or distributeddelivered, respectively, at the time of Grantee’s the Participant's death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. The "Beneficiary" shall be the beneficiary or beneficiaries designated by the Participant in writing on the Beneficiary Designation form attached as Exhibit A hereto. If a deceased Grantee Participant fails to designate a beneficiaryBeneficiary, or if the Designated Beneficiary does not survive Granteethe Participant, any rights that would have been exercisable by Grantee the Participant and any benefits distributable to Grantee the Participant shall be exercised by or distributed to the legal representative of the estate of Granteethe Participant. If a deceased Grantee Participant designates a beneficiary and the Designated Beneficiary survives Grantee the Participant but dies before the Designated Beneficiary’s 's exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company Railway and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the CompanyRailway’s assets and business. If any rights of Grantee exercisable by the Employee or benefits distributable deliverable to Grantee the Employee under this Agreement have not been exercised or distributeddelivered, respectively, at the time of Granteethe Employee’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement Agreement. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Employee in a writing filed with Railway in such form and the Planat such time as Railway shall require. If a deceased Grantee Employee fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Employee, any rights that would have been exercisable by Grantee the Employee and any benefits distributable to Grantee the Employee shall be exercised by or distributed to the legal representative of the estate of Granteethe Employee. If a deceased Grantee Employee designates a beneficiary and the Designated Beneficiary survives Grantee the Employee but dies before the Designated Beneficiary’s exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company Company, its Affiliates, and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of Grantee or benefits distributable Rights awarded to Grantee the Participant under this Agreement have not been exercised or distributeddelivered, respectively, at the time of Granteethe Participant’s death, such rights Rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in the form attached hereto as Exhibit C, and at such time as the Committee shall require. If a deceased Grantee Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteesuch Participant, any rights that would have been exercisable by Grantee Rights awarded to such Participant and any benefits distributable to Grantee such Participant shall be exercised by or distributed to the legal representative of the estate of Granteesuch Participant. If a deceased Grantee Participant designates a beneficiary and but the Designated Beneficiary survives Grantee but dies before the Designated Beneficiary’s exercise of all rights Rights awarded under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights Rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of Grantee or benefits distributable to Grantee under this Agreement have not been exercised or distributed, respectively, at the time of Grantee’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. If a deceased Grantee fails to designate a beneficiary, or if the Designated Beneficiary does not survive Grantee, any rights that would have been exercisable by Grantee and any benefits distributable to Grantee shall be exercised by or distributed to the legal representative of the estate of Grantee. If a deceased Grantee designates a beneficiary and the Designated Beneficiary survives Grantee but dies before the Designated Beneficiary’s exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary 5 under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. (a) This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s 's assets and business. . (b) If any rights of Grantee exercisable by the Participant or benefits distributable deliverable to Grantee the Participant under this Agreement have not been exercised or distributeddelivered, respectively, at the time of Grantee’s the Participant's death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. . (c) If a deceased Grantee fails Participant has failed to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Participant, any rights that would have been exercisable by Grantee the Participant and any benefits distributable to Grantee the Participant shall be exercised by or distributed to the legal representative of the estate of Grantee. the Participant. (d) If a deceased Grantee designates Participant has designated a beneficiary and but the Designated Beneficiary survives Grantee but dies before the Designated Beneficiary’s 's exercise of all rights under this Agreement or but before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s 's assets and business. If any rights of Grantee the Participant or benefits distributable to Grantee the Participant under this Agreement have not been exercised or distributed, respectively, at the time of Grantee’s the Participant's death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. The "Designated Beneficiary" shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Grantee Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Participant, any rights that would have been exercisable by Grantee the Participant and any benefits distributable to Grantee the Participant shall be exercised by or distributed to the legal representative of the estate of Granteethe Participant. If a deceased Grantee Participant designates a beneficiary and but the Designated Beneficiary survives Grantee but dies before the Designated Restricted Stock Agreement Eric X. Xxxwn Quarter ended June 30, 1998 Page 4 of 4 -------------------------------------------------------------------------------- Beneficiary’s 's exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of Grantee exercisable by the Optionee or benefits distributable deliverable to Grantee the Optionee under this Agreement have not been exercised or distributeddelivered, respectively, at the time of Granteethe Optionee’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement Agreement. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Optionee in a writing filed with the Committee in such form and at such time as the PlanCommittee shall require. If a deceased Grantee Optionee fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Optionee, any rights that would have been exercisable by Grantee the Optionee and any benefits distributable to Grantee the Optionee shall be exercised by or distributed to the legal representative of the estate of Granteethe Optionee. If a deceased Grantee Optionee designates a beneficiary and the Designated Beneficiary survives Grantee the Optionee but dies before the Designated Beneficiary’s exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. This The Option Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of Grantee the Participant or benefits distributable to Grantee the Participant under this Option Agreement have not been exercised or distributed, respectively, at the time of Granteethe Participant’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of this Option Agreement and the Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee on the Beneficiary Designation Form, or such other form as the Committee may require. The Beneficiary Designation Form may be amended or revoked from time to time by the Participant. If a deceased Grantee Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive Granteethe Participant, any rights that would have been exercisable by Grantee the Participant and any benefits distributable to Grantee the Participant shall be exercised by or distributed to the legal representative of the estate of Granteethe Participant. If a deceased Grantee Participant designates a beneficiary and the Designated Beneficiary survives Grantee the Participant but dies before the Designated Beneficiary’s exercise of all rights under this Option Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Option Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.