Common use of Non-Transferability and Other Restrictions Clause in Contracts

Non-Transferability and Other Restrictions. The Option and any other rights of the Participant under this Option Agreement are nontransferable and exercisable only by the Participant, except as set forth below. The exercise and transfer restrictions set forth above will not apply to: • transfers to the Corporation, • the designation of a beneficiary to receive benefits in the event of the Participant’s death or, if the Participant has died, transfers to or exercise by the Participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution, • transfers pursuant to a qualified domestic relations order if approved or ratified by the Corporation, • if the Participant has suffered a disability, permitted transfers or exercises on behalf of the Participant by her legal representative, • the authorization by the Corporation of “cashless exercise” procedures consistent with applicable laws and the express authorization of the Corporation, or • upon approval by the Corporation, transfers to certain persons or entities related to the Participant, subject to the condition that the Corporation receive evidence satisfactory to it that the transfer is being made for essentially estate and/or tax planning purposes on a gratuitous or donative basis and without consideration (other than nominal consideration or in exchange for an interest in a qualified transferee). Absent an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), (and/or compliance with any applicable state securities law registration requirements) covering the disposition of this Option or the Common Stock issued or issuable upon exercise of this Option, neither this Option nor the Common Stock issued or issuable upon exercise of this Option may be sold, transferred, assigned, hypothecated or otherwise disposed of without first providing the Corporation with evidence reasonably satisfactory to the Corporation that such sale, transfer, assignment, hypothecation or other disposal will be exempt from the registration and prospectus delivery requirements of applicable federal and state securities laws and regulations.

Non-Transferability and Other Restrictions. The Option and any other rights of the Participant under this Option Agreement are nontransferable and exercisable only by the Participant, except as set forth below. The exercise and transfer restrictions set forth above will not apply to: • transfers to the Corporation, • the designation of a beneficiary to receive benefits in the event of the Participant’s death or, if the Participant has died, transfers to or exercise by the Participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution, • transfers pursuant to a qualified domestic relations order if approved or ratified by the Corporation, • if the Participant has suffered a disability, permitted transfers or exercises on behalf of the Participant by her his legal representative, • the authorization by the Corporation of “cashless exercise” procedures consistent with applicable laws and the express authorization of the Corporation, or • upon approval by the Corporation, transfers to certain persons or entities related to the Participant, subject to the condition that the Corporation receive evidence satisfactory to it that the transfer is being made for essentially estate and/or tax planning purposes on a gratuitous or donative basis and without consideration (other than nominal consideration or in exchange for an interest in a qualified transferee). Absent an effective registration statement under the Securities Act of 1933, as amended (the ““ Securities ActAct ”), (and/or compliance with any applicable state securities law registration requirements) covering the disposition of this Option or the Common Stock issued or issuable upon exercise of this Option, neither this Option nor the Common Stock issued or issuable upon exercise of this Option may be sold, transferred, assigned, hypothecated or otherwise disposed of without first providing the Corporation with evidence reasonably satisfactory to the Corporation that such sale, transfer, assignment, hypothecation or other disposal will be exempt from the registration and prospectus delivery requirements of applicable federal and state securities laws and regulations.

Non-Transferability and Other Restrictions. The Option and any other rights of the Participant under this Option Agreement are nontransferable and exercisable only by the Participant, except as set forth below. The exercise and transfer restrictions set forth above will not apply to: • transfers to the Corporation, • the designation of a beneficiary to receive benefits in the event of the Participant’s death or, if the Participant has died, transfers to or exercise by the Participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution, • transfers pursuant to a qualified domestic relations order if approved or ratified by the Corporation, • if the Participant has suffered a disability, permitted transfers or exercises on behalf of the Participant by her his legal representative, • the authorization by the Corporation of “cashless exercise” procedures consistent with applicable laws and the express authorization of the Corporation, or • upon approval by the Corporation, transfers to certain persons or entities related to the Participant, subject to the condition that the Corporation receive evidence satisfactory to it that the transfer is being made for essentially estate and/or tax planning purposes on a gratuitous or donative basis and without consideration (other than nominal consideration or in exchange for an interest in a qualified transferee). Absent an effective registration statement under the Securities Act of 1933, as amended (the “ Securities Act “Securities Act”), (and/or compliance with any applicable state securities law registration requirements) covering the disposition of this Option or the Common Stock issued or issuable upon exercise of this Option, neither this Option nor the Common Stock issued or issuable upon exercise of this Option may be sold, transferred, assigned, hypothecated or otherwise disposed of without first providing the Corporation with evidence reasonably satisfactory to the Corporation that such sale, transfer, assignment, hypothecation or other disposal will be exempt from the registration and prospectus delivery requirements of applicable federal and state securities laws and regulations.

Non-Transferability and Other Restrictions. The Option and any other rights of the Participant under this Option Agreement are nontransferable and exercisable only by the Participant, except as set forth below. The exercise and transfer restrictions set forth above will not apply to: • transfers to the Corporation, • the designation of a beneficiary to receive benefits in the event of the Participant’s death or, if the Participant has died, transfers to or exercise by the Participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution, • transfers pursuant to a qualified domestic relations order if approved or ratified by the Corporation, • if the Participant has suffered a disability, permitted transfers or exercises on behalf of the Participant by her his legal representative, • the authorization by the Corporation of “cashless exercise” procedures consistent with applicable laws and the express authorization of the Corporation, or • upon approval by the Corporation, transfers to certain persons or entities related to the Participant, subject to the condition that the Corporation receive evidence satisfactory to it that the transfer is being made for essentially estate and/or tax planning purposes on a gratuitous or donative basis and without consideration (other than nominal consideration or in exchange for an interest in a qualified transferee). Absent an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), (and/or compliance with any applicable state securities law registration requirements) covering the disposition of this Option or the Common Stock issued or issuable upon exercise of this Option, neither this Option nor the Common Stock issued or issuable upon exercise of this Option may be sold, transferred, assigned, hypothecated or otherwise disposed of without first providing the Corporation with evidence reasonably satisfactory to the Corporation that such sale, transfer, assignment, hypothecation or other disposal will be exempt from the registration and prospectus delivery requirements of applicable federal and state securities laws and regulations.