Common use of Limits on Transferability; Beneficiaries Clause in Contracts

Limits on Transferability; Beneficiaries. This Option shall not be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability to any party, or Transferred, otherwise than by your will or the laws of descent and distribution or to a Beneficiary upon your death, and this Option shall be exercised during your lifetime only by you or your guardian or legal representative, except that this Option may be Transferred to one or more Beneficiaries or other Transferees during your lifetime with the consent of the Committee, and may be exercised by such Transferees in accordance with the terms of this Award Agreement, provided, however, that in the case of any Transfer prior to an Initial Public Offering, such Transfer is by gift or a domestic relations order to a “family member”, as that term is defined in Rule 701 under the Securities Act. A Beneficiary, Transferee, or other person claiming any rights under this Award Agreement shall be subject to all terms and conditions of the Plan, the Management Shareholders’ Agreement and this Award Agreement, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee. No Transfer to any executor or administrator of your estate or to any Beneficiary by will or the laws of descent and distribution of any rights in respect of this Option shall be effective to bind the Company unless the Committee shall have been furnished with (i) written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the Transfer and (ii) the written agreement of the Transferee to comply with all the terms and conditions applicable to this Option and any Shares purchased upon exercise of this Option that are or would have been applicable to you, including the requirement to enter into a Management Shareholders’ Agreement as a condition to the exercise of this Option. The Transfer of any Shares purchased upon exercise of this Option shall be subject to the Management Shareholders’ Agreement. Notwithstanding any other provision hereof, you shall not be permitted to Transfer Shares during a Lock-Up Period.

Limits on Transferability; Beneficiaries. This Option The Committee may also establish procedures as it deems appropriate for a Holder to designate a person or persons, as beneficiary or beneficiaries, to exercise the rights of the Holder and receive any property distributable with respect to any Award in the event of the Holder’s death. In the absence of any such written beneficiary designation, for purposes of the Plan, a Holder’s beneficiary shall not be the Holder’s estate. No Award or other right or interest of a Participant under the Plan shall be pledged, encumbered, or hypothecated to, or otherwise encumbered in favor of, or subject to any lien, obligation obligation, or liability to of such Participant to, any partyperson, other than the Company, or Transferred, assigned or transferred by such Participant otherwise than by your will or the laws of descent and distribution or to a Beneficiary upon your deathdistribution, and this Option such Awards and rights shall be exercised exercisable during your the lifetime of the Participant only by you the Participant or your his or her guardian or legal representative. Notwithstanding the foregoing, except the Committee may, in its discretion, provide that this Option may be Transferred to one or more Beneficiaries Awards or other Transferees during your lifetime with rights or interests of a Participant granted pursuant to the consent Plan be transferable, without consideration, to immediate family members (i.e., children, grandchildren or spouse), to trusts for the benefit of such immediate family members, to retirement plans and other accounts in the name and for the benefit of such Participant (and to the beneficiaries designated in such retirement plans), and to partnerships in which such family members are the only partners. The Committee may attach to such transferability feature such terms and conditions as it deems advisable. In addition, a Participant may, in the manner established by the Committee, and designate a beneficiary (which may be exercised by such Transferees in accordance with the terms of this Award Agreement, provided, however, that in the case of any Transfer prior to an Initial Public Offering, such Transfer is by gift a person or a domestic relations order trust) to a “family member”exercise the rights of the Participant, as that term is defined in Rule 701 under and to receive any distribution, with respect to any Award upon the Securities Actdeath of the Participant. A Beneficiarybeneficiary, Transfereeguardian, legal representative or other person claiming any rights under this Award Agreement the Plan from or through any Participant shall be subject to all terms and conditions of the Plan, the Management Shareholders’ Plan and any Award Agreement and this Award Agreementapplicable to such Participant, except as otherwise determined by the Committee, and to any additional terms and conditions restrictions deemed necessary or appropriate by the Committee. No Transfer to any executor or administrator of your estate or to any Beneficiary by will or the laws of descent and distribution of any rights in respect of this Option shall be effective to bind the Company unless the Committee shall have been furnished with (i) written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the Transfer and (ii) the written agreement of the Transferee to comply with all the terms and conditions applicable to this Option and any Shares purchased upon exercise of this Option that are or would have been applicable to you, including the requirement to enter into a Management Shareholders’ Agreement as a condition to the exercise of this Option. The Transfer of any Shares purchased upon exercise of this Option shall be subject to the Management Shareholders’ Agreement. Notwithstanding any other provision hereof, you shall not be permitted to Transfer Shares during a Lock-Up Period.