Common use of Non-Transferability of Shares Clause in Contracts

Non-Transferability of Shares. 10.1 Except as provided in Section 10.2, no Shares may be sold, transferred, assigned, pledged, or encumbered at any time until the first to occur of (i) the Public Offering Date, (ii) two years after the date the Shares were issued upon exercise of the Option, or (iii) the sale of all or substantially all of the Common Stock or assets of the Company to a person who is not an affiliate of the Company. 10.2 Notwithstanding the restrictions contained in Section 10.1, the Shares may be transferred as provided in this Section 10.2, provided, however, that such transfers remain subject to the right of first refusal in Section 10.3: (a) Transfers to the Company. (b) Transfers with the written approval of the Committee. (c) Transfers by gift to "immediate family" as that term is defined in Rule 16a-1(e) under the Exchange Act. (d) In the event of the Participant's death, transfers to the Participant's beneficiary, or in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution. (e) In the event the Participant suffers a permanent disability, transfers by the Participant's duly authorized legal representative on behalf of the Participant. (f) Transfers made pursuant to Sections 13 or 14. 10.3 The Company shall have a right of first refusal, as set forth below, to purchase the Shares before the Shares (or any interest in them) can be validly transferred to any other person or entity. (a) Before there can be a valid sale or transfer of any Shares (or any interest in them) by any holder thereof, the holder shall first give notice in writing to the Company, mailed or delivered in accordance with the provisions of Section 18.5, of his or her intention to sell or transfer such Shares (the "Option Notice"). The Option Notice shall specify the identity of the proposed transferee, the number of Shares to be sold or transferred to the transferee, the price per Share and the terms upon which such holder intends to make such sale or transfer. If the payment terms for the Shares described in the Option Notice differ from delivery of cash or a check at closing, the Company shall have the option, as set forth herein, of purchasing the Shares for cash (or a cash equivalent) at closing in an amount which the Company determines is a fair value equivalent of that payment. The determination of a fair value equivalent shall be made in the Company's best judgment and such determination shall be mailed or delivered to the selling or transferring stockholder (the "Company's Notice") within ten (10) days of its receipt of the Option Notice. Should the selling or transferring stockholder disagree with the Company's determination of a fair value equivalent, he shall have the right (the "Retraction Right") to retract the proposed sale or transfer to a third party and the offer of Shares to the Company pursuant to the Option Notice (such retraction to be made in writing and mailed or delivered in accordance with the provisions of Section 18.5 within fifteen (15) days after receipt of the Company's Notice). If the stockholder again proposes to sell or transfer the Shares, the stockholder shall again offer such Shares to the Company pursuant to the terms of this Section 10.3 prior to any sale or transfer. (b) Subject to the selling stockholder's Retraction Right, during the 60-day period commencing upon receipt of the Option Notice by the Company (the "Option Period"), the Company shall have an option to purchase any or all of the Shares specified in the Option Notice at the price offered therein (the "Right of First Refusal"). (c) Not more than thirty (30) days after receipt of the Option Notice, the Company shall give written notice to the stockholder desiring to sell or transfer Shares of the number of such Shares to be purchased (or, if no Shares are to be purchased, stating such fact) by the Company pursuant to the terms of this Section 10.3 (the "Purchase Notice"). Purchases pursuant to this Section 10.3 shall be consummated within thirty (30) days after delivery of the Purchase Notice to the selling stockholder, but in no event later than the expiration of the Option Period. The purchase price shall be paid at the closing in cash, by check, by cancellation of money purchase indebtedness, or, if the payment terms set forth in the Option Notice differ from payment in cash or by check at closing, in accordance with the payment terms set forth in the Option Notice (or payment of the amount set forth in the Company's Notice in cash, by cancellation of money purchase indebtedness, or by check). The purchase price shall be paid against surrender by the selling stockholder of one or more stock certificates evidencing the number of Shares specified in the Option Notice, free and clear of all security interests and liens, with duly endorsed stock powers. (d) Unless all of the Shares referred to in the Option Notice are to be purchased as indicated in the Purchase Notice, the stockholder desiring to sell or transfer may dispose of any Shares referred to in the Option Notice that are not to be purchased by the Company to the person or persons specified in the Option Notice during a period of twenty (20) days commencing upon his or her receipt of the Purchase Notice; provided, however, that he shall not sell or transfer such Shares (a) at a lower price or on terms more favorable to the Participant or transferee than those specified in the Option Notice, and (b) to a person other than the person or persons specified in the Option Notice; and provided further that such transfer is consistent with the other provisions and limitations of the Plan and this Option Agreement (including these Terms). If the transfer is not consummated within such twenty (20) day period, the stockholder shall again offer such Shares to the Company pursuant to the terms of this Section 10.3 prior to any sale or transfer to the same or any other person. (e) Notwithstanding anything to the contrary, the Company may assign any or all of its rights under this Section 10.3 to one or more stockholders of the Company. (f) The Company's Right of First Refusal pursuant to this Section 10.3 shall terminate to the extent it is not exercised prior to the Public Offering Date or the consummation of a sale of all or substantially all of the assets or Common Stock of the Company to a person who is not an affiliate of the Company.

Non-Transferability of Shares. 10.1 Except as provided in Section 10.2, no Shares may be sold, transferred, assigned, pledged, or encumbered at any time until the first to occur of (i) the Public Offering Date, (ii) two years after the date the Shares were issued upon exercise of the Option, or (iii) the sale of all or substantially all of the Common Stock or assets of the Company to a person who is not an affiliate of the Company. 10.2 Notwithstanding the restrictions contained in Section 10.1, the Shares may be transferred as provided in this Section 10.2, provided, however, that such transfers remain subject to the right of first refusal in Section 10.3: (a) Transfers to the Company. (b) Transfers with the written approval of the Committee. (c) Transfers by gift to "“immediate family" ” as that term is defined in Rule 16a-1(e) under the Exchange Act. (d) In the event of the Participant's ’s death, transfers to the Participant's ’s beneficiary, or in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution. (e) In the event the Participant suffers a permanent disability, transfers by the Participant's ’s duly authorized legal representative on behalf of the Participant. (f) Transfers made pursuant to Sections 13 or 14. 10.3 The Company shall have a right of first refusal, as set forth below, to purchase the Shares before the Shares (or any interest in them) can be validly transferred to any other person or entity. (a) Before there can be a valid sale or transfer of any Shares (or any interest in them) by any holder thereof, the holder shall first give notice in writing to the Company, mailed or delivered in accordance with the provisions of Section 18.5, of his or her intention to sell or transfer such Shares (the "“Option Notice"”). The Option Notice shall specify the identity of the proposed transferee, the number of Shares to be sold or transferred to the transferee, the price per Share and the terms upon which such holder intends to make such sale or transfer. If the payment terms for the Shares described in the Option Notice differ from delivery of cash or a check at closing, the Company shall have the option, as set forth herein, of purchasing the Shares for cash (or a cash equivalent) at closing in an amount which the Company determines is a fair value equivalent of that payment. The determination of a fair value equivalent shall be made in the Company's ’s best judgment and such determination shall be mailed or delivered to the selling or transferring stockholder (the "“Company's ’s Notice"”) within ten (10) days of its receipt of the Option Notice. Should the selling or transferring stockholder disagree with the Company's ’s determination of a fair value equivalent, he shall have the right (the "“Retraction Right"”) to retract the proposed sale or transfer to a third party and the offer of Shares to the Company pursuant to the Option Notice (such retraction to be made in writing and mailed or delivered in accordance with the provisions of Section 18.5 within fifteen (15) days after receipt of the Company's ’s Notice). If the stockholder again proposes to sell or transfer the Shares, the stockholder shall again offer such Shares to the Company pursuant to the terms of this Section 10.3 prior to any sale or transfer. (b) Subject to the selling stockholder's ’s Retraction Right, during the 60-day period commencing upon receipt of the Option Notice by the Company (the "“Option Period"”), the Company shall have an option to purchase any or all of the Shares specified in the Option Notice at the price offered therein (the "“Right of First Refusal"”). (c) Not more than thirty (30) days after receipt of the Option Notice, the Company shall give written notice to the stockholder desiring to sell or transfer Shares of the number of such Shares to be purchased (or, if no Shares are to be purchased, stating such fact) by the Company pursuant to the terms of this Section 10.3 (the "“Purchase Notice"”). Purchases pursuant to this Section 10.3 shall be consummated within thirty (30) days after delivery of the Purchase Notice to the selling stockholder, but in no event later than the expiration of the Option Period. The purchase price shall be paid at the closing in cash, by check, by cancellation of money purchase indebtedness, or, if the payment terms set forth in the Option Notice differ from payment in cash or by check at closing, in accordance with the payment terms set forth in the Option Notice (or payment of the amount set forth in the Company's ’s Notice in cash, by cancellation of money purchase indebtedness, or by check). The purchase price shall be paid against surrender by the selling stockholder of one or more stock certificates evidencing the number of Shares specified in the Option Notice, free and clear of all security interests and liens, with duly endorsed stock powers. (d) Unless all of the Shares referred to in the Option Notice are to be purchased as indicated in the Purchase Notice, the stockholder desiring to sell or transfer may dispose of any Shares referred to in the Option Notice that are not to be purchased by the Company to the person or persons specified in the Option Notice during a period of twenty (20) days commencing upon his or her receipt of the Purchase Notice; provided, however, that he shall not sell or transfer such Shares (a) at a lower price or on terms more favorable to the Participant or transferee than those specified in the Option Notice, and (b) to a person other than the person or persons specified in the Option Notice; and provided further that such transfer is consistent with the other provisions and limitations of the Plan and this Option Agreement (including these Terms). If the transfer is not consummated within such twenty (20) day period, the stockholder shall again offer such Shares to the Company pursuant to the terms of this Section 10.3 prior to any sale or transfer to the same or any other person. (e) Notwithstanding anything to the contrary, the Company may assign any or all of its rights under this Section 10.3 to one or more stockholders of the Company. (f) The Company's ’s Right of First Refusal pursuant to this Section 10.3 shall terminate to the extent it is not exercised prior to the Public Offering Date or the consummation of a sale of all or substantially all of the assets or Common Stock of the Company to a person who is not an affiliate of the Company.

Non-Transferability of Shares. 10.1 Except as provided in Section 10.2, no Shares may be sold, transferred, assigned, pledged, or encumbered at any time until the first to occur of (i) the Public Offering Date, (ii) two years after the date the Shares were issued upon exercise of the Option, or (iii) the sale of all or substantially all of the Common Stock or assets of the Company to a person who is not an affiliate of the Company. 10.2 Notwithstanding the restrictions contained in Section 10.1, the Shares may be transferred as provided in this Section 10.2, provided, however, that such transfers remain subject to Section 8 and to the right of first refusal in Section 10.3: (a) Transfers to the Company. (b) Transfers with the written approval of the Committee. (c) Transfers by gift to "“immediate family" ” as that term is defined in Rule 16a-1(e) under the Exchange Act. (d) In the event of the Participant's ’s death, transfers to the Participant's ’s beneficiary, or in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution. (e) In the event the Participant suffers a permanent disability, transfers by the Participant's ’s duly authorized legal representative on behalf of the Participant. (f) Transfers made pursuant to Sections 13 or 14. 10.3 The Company shall have a right of first refusal, as set forth below, to purchase the Shares before the Shares (or any interest in them) can be validly transferred to any other person or entity. (a) Before there can be a valid sale or transfer of any Shares (or any interest in them) by any holder thereof, the holder shall first give notice in writing to the Company, mailed or delivered in accordance with the provisions of Section 18.5, of his or her intention to sell or transfer such Shares (the "“Option Notice"”). The Option Notice shall specify the identity of the proposed transferee, the number of Shares to be sold or transferred to the transferee, the price per Share and the terms upon which such holder intends to make such sale or transfer. If the payment terms for the Shares described in the Option Notice differ from delivery of cash or a check at closing, the Company shall have the option, as set forth herein, of purchasing the Shares for cash (or a cash equivalent) at closing in an amount which the Company determines is a fair value equivalent of that payment. The determination of a fair value equivalent shall be made in the Company's ’s best judgment and such determination shall be mailed or delivered to the selling or transferring stockholder (the "“Company's ’s Notice"”) within ten (10) days of its receipt of the Option Notice. Should the selling or transferring stockholder disagree with the Company's ’s determination of a fair value equivalent, he shall have the right (the "“Retraction Right"”) to retract the proposed sale or transfer to a third party and the offer of Shares to the Company pursuant to the Option Notice (such retraction to be made in writing and mailed or delivered in accordance with the provisions of Section 18.5 within fifteen (15) days after receipt of the Company's ’s Notice). If the stockholder again proposes to sell or transfer the Shares, the stockholder shall again offer such Shares to the Company pursuant to the terms of this Section 10.3 prior to any sale or transfer. (b) Subject to the selling stockholder's ’s Retraction Right, during the 60-day period commencing upon receipt of the Option Notice by the Company (the "“Option Period"”), the Company shall have an option to purchase any or all of the Shares specified in the Option Notice at the price offered therein (the "“Right of First Refusal"”). (c) Not more than thirty (30) days after receipt of the Option Notice, the Company shall give written notice to the stockholder desiring to sell or transfer Shares of the number of such Shares to be purchased (or, if no Shares are to be purchased, stating such fact) by the Company pursuant to the terms of this Section 10.3 (the "“Purchase Notice"”). Purchases pursuant to this Section 10.3 shall be consummated within thirty (30) days after delivery of the Purchase Notice to the selling stockholder, but in no event later than the expiration of the Option Period. The purchase price shall be paid at the closing in cash, by check, by cancellation of money purchase indebtedness, or, if the payment terms set forth in the Option Notice differ from payment in cash or by check at closing, in accordance with the payment terms set forth in the Option Notice (or payment of the amount set forth in the Company's ’s Notice in cash, by cancellation of money purchase indebtedness, or by check). The purchase price shall be paid against surrender by the selling stockholder of one or more stock certificates evidencing the number of Shares specified in the Option Notice, free and clear of all security interests and liens, with duly endorsed stock powers. (d) Unless all of the Shares referred to in the Option Notice are to be purchased as indicated in the Purchase Notice, the stockholder desiring to sell or transfer may dispose of any Shares referred to in the Option Notice that are not to be purchased by the Company to the person or persons specified in the Option Notice during a period of twenty (20) days commencing upon his or her receipt of the Purchase Notice; provided, however, that he shall not sell or transfer such Shares (a) at a lower price or on terms more favorable to the Participant or transferee than those specified in the Option Notice, and (b) to a person other than the person or persons specified in the Option Notice; and provided further that such transfer is consistent with the other provisions and limitations of the Plan and this Option Agreement (including these Terms). If the transfer is not consummated within such twenty (20) day period, the stockholder shall again offer such Shares to the Company pursuant to the terms of this Section 10.3 prior to any sale or transfer to the same or any other person. (e) Notwithstanding anything to the contrary, the Company may assign any or all of its rights under this Section 10.3 to one or more stockholders of the Company. (f) The Company's ’s Right of First Refusal pursuant to this Section 10.3 shall terminate to the extent it is not exercised prior to the Public Offering Date or the consummation of a sale of all or substantially all of the assets or Common Stock of the Company to a person who is not an affiliate of the Company.