Common use of Option Not Transferable Clause in Contracts

Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution unless and until the Option has been exercised, or the shares underlying such Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the Committee, the Option may be transferred to, exercised by and paid to certain persons or entities related to the Optionee, including but not limited to members of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may require. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetime. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optionee’s will or the laws of descent and distribution.

Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution distribution, unless and until the Option has been exercised, or shares of Stock underlying the shares underlying such Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the CommitteeAdministrator, the Participant may transfer the Option may be transferred to(or any portion thereof) to any one or more Permitted Transferees (as defined below), exercised by and paid to certain persons or entities related subject to the Optioneefollowing terms and conditions: (i) any portion of the Option transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including but not limited to members adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of the Optionee’s familyassets, charitable institutes institutions, or trusts or other entities whose beneficiaries or beneficial owners are members these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the Optionee’s family voting interests, or to such any other persons or entities as may be expressly transferee specifically approved by the Committee Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (each a “Permitted Transferee”), pursuant to such conditions and procedures as i) in no event shall the Committee may require. (c) Unless transferred Option be transferable by the Participant to a Permitted Transferee in accordance with third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 5.2(b), during the lifetime 422 of the Optionee, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetime. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optionee’s will or the laws of descent and distributionCode.

Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution unless and until the Option has been exercised, or the shares underlying such Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the CommitteeCommittee and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Option may be transferred to, exercised by and paid to certain persons or entities related to the Optionee, including but not limited to members of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may require. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetime. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by the Optionee’s beneficiary designated in accordance with Section 9.4 10.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optionee’s will or the laws of descent and distribution.

Option Not Transferable. (a1) Subject to Section 5.2(b8(b)(2), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution unless and until the Option has been exercised, or the shares underlying such the Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b2) Notwithstanding any other provision in this Agreement, with the consent of the Committee, the Option may be transferred to, exercised by and paid to certain persons or entities related to the Optionee, including but not limited to members of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may require. (c3) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b8(b)(2), during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetime. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.35(c), be exercised by the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan8(b)(2). If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optionee’s will or the laws of descent and distribution.

Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution distribution, unless and until the Option has been exercised, or the shares underlying such the Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the CommitteeAdministrator and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Option may be transferred toto one or more Permitted Transferees, exercised by and paid to certain persons or entities related subject to the Optionee, including but not limited to members terms and conditions set forth in Section 10.3 of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may requirePlan. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the OptioneeParticipant, only the Optionee Participant may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee Administrator may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s Participant's lifetime. After the death of the OptioneeParticipant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by Participant's personal representative or by any person empowered to do so under the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optionee’s deceased Participant's will or under the then applicable laws of descent and distribution.

Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution unless and until the Option has been exercised, or the shares underlying such Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the CommitteeCommittee and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Option may be transferred to, and exercised by and paid to certain persons or entities related to the Optionee, including but not limited to members of the Optionee’s 's family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s 's family or to such other persons or entities as may be expressly approved by the Committee (each a “"Permitted Transferee”"), pursuant to such conditions and procedures as the Committee may require. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof). Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s 's lifetime. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option portion becomes unexercisable under Section 3.3, be exercised by the Optionee’s 's beneficiary designated in accordance with Section 9.4 10.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optionee’s 's will or the laws of descent and distribution.

Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution distribution, unless and until the Option has been exercised, or the shares underlying such the Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the CommitteeAdministrator and to the extent the Option is designated as a Non-Qualified Stock Option, the Option may be transferred to, exercised by and paid to certain persons one or entities related more Permitted Transferees, subject to the Optionee, including but not limited to members terms and conditions set forth in Section 9.3 of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may requirePlan. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the OptioneeParticipant, only the Optionee Participant may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee Administrator may require, a Permitted Transferee may exercise the Option or any portion thereof during the OptioneeParticipant’s lifetime. After the death of the OptioneeParticipant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by Participant’s personal representative or by any person empowered to do so under the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optioneedeceased Participant’s will or under the then applicable laws of descent and distribution.

Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution distribution, unless and until the Option has been exercised, or the shares underlying such the Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the CommitteeAdministrator and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Option may be transferred toto one or more Permitted Transferees, exercised by and paid to certain persons or entities related subject to the Optionee, including but not limited to members terms and conditions set forth in Section 11.3(b) of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may requirePlan. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the OptioneeParticipant, only the Optionee Participant may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee Administrator may require, a Permitted Transferee may exercise the Option or any portion thereof during the OptioneeParticipant’s lifetime. After the death of the OptioneeParticipant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by Participant’s personal representative or by any person empowered to do so under the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optioneedeceased Participant’s will or under the then applicable laws of descent and distribution.

Option Not Transferable. (a) Subject to Section 5.2(b), Except as otherwise provided in subsection (b): (i) Neither the Option may not nor any interest or right therein or part thereof shall be sold, pledged, assigned assigned, or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until the such Option has been exercised, or the shares underlying such Option have been issued, and all restrictions applicable to such shares have lapsed. ; (ii) Neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreementsubsection (a), the Optionee may, with the consent of the CommitteeAdministrator, transfer the Option may be transferred toto any one or more Permitted Transferees, exercised by and paid to certain persons or entities related subject to the Optionee, including but following terms and conditions: (i) the Option shall not limited to members of the Optionee’s family, charitable institutes be assignable or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved transferable by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may require. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetime. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised other than by the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optionee’s will or the laws of descent and distribution; (ii) the Option shall continue to be subject to all the terms and conditions of the Option as applicable to the Optionee (other than the ability to further transfer the Option); and (iii) the Optionee and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer.

Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution distribution, unless and until the Option has been exercised, or shares of Stock underlying the shares underlying such Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the Committee, Administrator and to the extent the Option is not intended to qualify as an Incentive Stock Option, Participant may be transferred totransfer the Option (or any portion thereof) to any one or more Permitted Transferees (as defined below), exercised by and paid to certain persons or entities related subject to the Optionee, including but not limited to members following terms and conditions: (i) any portion of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may require. (c) Unless Option transferred to a Permitted Transferee in accordance with Section 5.2(b), during shall not be assignable or transferable by the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetime. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised other than by the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optionee’s will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to Participant (other than the ability to further transfer the Option); and (iii) Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing Participant’s household (other than a tenant or employee), a trust in which these persons (or Participant) control the management of assets, and any other entity in which these persons (or Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options.

Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution distribution, unless and until the Option has been exercised, or the shares underlying such the Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the CommitteeAdministrator and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Option may be transferred toto one or more Permitted Transferees, exercised by and paid to certain persons or entities related subject to the Optionee, including but not limited to members terms and conditions set forth in Section 12.1(b) of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may requirePlan. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the OptioneeParticipant, only the Optionee Participant may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee Administrator may require, a Permitted Transferee may exercise the Option or any portion thereof during the OptioneeParticipant’s lifetime. After the death of the OptioneeParticipant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by Participant’s personal representative or by any person empowered to do so under the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optioneedeceased Participant’s will or under the then applicable laws of descent and distribution.

Option Not Transferable. (a) Subject to Section 5.2(b)) hereof, the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution distribution, unless and until the Option has been exercised, or shares of Stock underlying the shares underlying such Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the CommitteeAdministrator and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Participant may transfer the Option may be transferred to(or any portion thereof) to any one or more Permitted Transferees (as defined below), exercised by and paid to certain persons or entities related subject to the Optionee, including but not limited to members following terms and conditions: (i) any portion of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may require. (c) Unless Option transferred to a Permitted Transferee in accordance with Section 5.2(b), during shall not be assignable or transferable by the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetime. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised other than by the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optionee’s will or the laws of descent and distributiondistribution or to another Permitted Transferee; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options.

Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution distribution, unless and until the Option has been exercised, or shares of Stock underlying the shares underlying such Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the CommitteeAdministrator and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Participant may transfer the Option may be transferred to(or any portion thereof) to any one or more Permitted Transferees (as defined below), exercised by and paid to certain persons or entities related subject to the Optionee, including but not limited to members following terms and conditions: (i) any portion of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may require. (c) Unless Option transferred to a Permitted Transferee in accordance with Section 5.2(b), during shall not be assignable or transferable by the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetime. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised other than by the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optionee’s will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options.

Option Not Transferable. (a) Subject to Section 5.2(b)4.1 hereof, the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution distribution, unless and until the Option has been exercised, or Shares underlying the shares underlying such Option have been issued, and all restrictions applicable to such shares Shares have lapsed. In addition, the Option and the Shares may not be hedged, including (without limitation) any short sale or any acquisition or disposition of any put or call option or other instrument tied to the value of the Option. Neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) . Notwithstanding any other provision in this Agreementthe foregoing, with the consent of the CommitteeAdministrator, if the Option is a Non-Qualified Stock Option, it may be transferred to, exercised by and paid to certain persons or entities related to the Optionee, including but not limited to members of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), Transferees pursuant to such any conditions and procedures as the Committee Administrator may require. (c) Unless ; provided that the Options may not be transferred for value or consideration. Participant may direct the Company to a Permitted Transferee in accordance with Section 5.2(b), during record the lifetime ownership of the Optionee, only the Optionee may exercise any Shares subject to the Option or any portion thereof. Subject to such conditions and procedures as which in fact are issued in connection with the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetime. After the death of the Optionee, any exercisable portion of the Option may, prior to hereunder in the name of a revocable living trust established for the exclusive benefit of Participant or Participant and his or her spouse. Participant may make such a beneficiary designation or ownership directive at any time when by filing the Option becomes unexercisable under Section 3.3, be exercised by appropriate form with the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optionee’s will or the laws of descent and distributionAdministrator.

Option Not Transferable. (a) Subject to Section 5.2(b4.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution unless and until the Option has been exercised, or the shares underlying such Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the Committee, the Option may be transferred to, exercised by and paid to certain persons or entities related to the Optionee, including but not limited to members of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may require. Any permitted transfer will be subject to the condition that the Committee receive evidence satisfactory to it that the transfer is being made for estate and/or tax planning purposes (or to a “blind trust” in connection with the Optionee’s Termination of Service with the Company or a Subsidiary to assume a position with a governmental, charitable, educational or similar non-profit institution) and on a basis consistent with the Company’s lawful issue of securities. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b4.2(b), during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetime. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.32.3, be exercised by the Optionee’s beneficiary designated in accordance with Section 9.4 10.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optionee’s will or the laws of descent and distribution.

Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution distribution, unless and until the Option has been exercised, or the shares underlying such the Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the CommitteeAdministrator and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Option may be transferred toto one or more Permitted Transferees, exercised by and paid to certain persons or entities related subject to the Optionee, including but not limited to members terms and conditions set forth in Section 9.3(b) of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may requirePlan. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the OptioneeParticipant, only the Optionee Participant may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee Administrator may require, a Permitted Transferee may exercise the Option or any portion thereof during the OptioneeParticipant’s lifetime. After the death of the OptioneeParticipant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by Participant’s personal representative or by any person empowered to do so under the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optioneedeceased Participant’s will or under the then applicable laws of descent and distribution.

Option Not Transferable. (a) Subject to Section 5.2(b)Without the prior written consent of the Company, the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution unless distribution. Notwithstanding the foregoing, however, Optionee may designate (on a form or forms provided by, and until in the manner otherwise approved by, the Company) one or more beneficiaries to receive all or part of the Option has been exercised, or the shares underlying such Option have been issuedin case of Optionee's death, and all restrictions applicable may change or revoke such designation at any time, and in the event of Optionee's death, any portion of the Option that is subject to such shares have lapseddesignation shall be distributed to such beneficiary or beneficiaries, subject to all of the terms of the Option. Any portion of the Option for which a beneficiary is not so designated shall be distributable to Optionee's estate, subject to all of the terms of the Option. (b) Neither the Option nor any interest or right therein in the Option shall be liable for the debts, contracts or engagements of the Optionee or his or her Optionee's successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the Committee, the Option may be transferred to, exercised by and paid to certain persons or entities related to the Optionee, including but not limited to members of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may require. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the During Optionee's lifetime, only the Optionee may exercise the Option (or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetime). After the death of the Optionee, any exercisable portion of the Option not previously exercised may, prior to the time when the Option becomes unexercisable under Section 3.3Expiration Date, be exercised by the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated 's personal representative or survives the Optionee, by any person empowered to exercise the Option may be exercised by the person entitled to such exercise pursuant to the under Optionee’s 's will or under the then applicable laws of descent and distribution.

Option Not Transferable. (a) Subject to Section 5.2(b), Neither the Option may not nor any interest or right therein or part thereof shall be sold, pledged, assigned assigned, or transferred in any manner other than by will or the laws of descent and distribution and subject to consent of the Committee, pursuant to a DRO or to a "Permitted Transferee" (as defined below), unless and until the such Option has been exercised, or the shares underlying such Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee or his or her successors in interest or Any transfer to a "Permitted Transferee" shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings the following terms and conditions: (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (bi) Notwithstanding any other provision in this Agreement, with the consent of the Committee, the an Option may be transferred to, exercised by and paid to certain persons or entities related to the Optionee, including but not limited to members of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may require. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during shall not be assignable or transferable by the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option other than by DRO or any portion thereof during the Optionee’s lifetime. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optionee’s will or the laws of descent and distribution.; (ii) any Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and considerations of the Option as applicable to the original holder (other than the ability to further transfer the Option); (iii) the Employee and the Permitted Transferee shall execute any and all documents reasonably requested by the Administrator, including, without limitation, documents to (a) confirm the status of the transferee as a Permitted Transferee, (b) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (c) provide evidence of the transfer; (iv) the shares of Common Stock acquired by a Permitted Transferee through exercise of an Option have not been registered under the Securities Act, or any state securities act and may not be transferred, nor will any assignee or transferee thereof be recognized as an owner of such shares of Common Stock for any purpose, unless a registration statement under the Securities Act and any applicable state securities act with respect to such shares shall then be in effect or unless the availability of an exemption from registration with respect to any proposed transfer or disposition of such shares shall be established to the satisfaction of counsel for the Company. As used in this Section 5.2, "

Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution unless and until the Option has been exercised, or the shares underlying such Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the Committee, Committee the Option may be transferred to, and exercised by and paid to certain persons or entities related to the Optionee, including but not limited to members of the Optionee’s 's family, charitable institutes or trusts or other entities whose beneficiaries or beneficial beneficiary owners are members of the Optionee’s 's family or to such other persons or entities as may be expressly approved by the Committee (each a “"Permitted Transferee”"), pursuant to such conditions and procedures as the Committee may require. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof). Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s 's lifetime. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option portion becomes unexercisable under Section 3.3, be exercised by the Optionee’s 's beneficiary designated in accordance with Section 9.4 5(b)(v) of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optionee’s 's will or the laws of descent and distribution.

Option Not Transferable. (a) Subject to Section 5.2(b)4.1 hereof, the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until the Option has been exercised, or exercised and the shares Shares underlying such the Option have been issued, and all restrictions applicable to such shares Shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy)) unless and until the Option has been exercised, and any attempted disposition thereof prior to exercise shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the Committee, the Option may be transferred to, exercised by and paid to certain persons or entities related to the Optionee, including but not limited to members of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may require. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during . During the lifetime of the OptioneeParticipant, only the Optionee Participant may exercise the Option (or any portion thereof. Subject ), unless it has been disposed of pursuant to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetime. After DRO; after the death of the OptioneeParticipant, any exercisable portion of the Option may, prior to the time when the Option such portion becomes unexercisable under Section 3.3the Plan or this Agreement, be exercised by the OptioneeParticipant’s personal representative or by any person empowered to do so under the deceased the Participant’s will or under the then- applicable laws of descent and distribution. Notwithstanding any other provision in this Agreement, the Participant may, in the manner determined by the Administrator, designate a beneficiary designated in accordance with Section 9.4 to exercise the rights of the PlanParticipant and to receive any distribution with respect to the Option upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and this Agreement, except to the extent the Plan and this Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Administrator. If the Participant is married or a domestic partner in a domestic partnership qualified under Applicable Law and resides in a community property state, a designation of a person other than the Participant’s spouse or domestic partner, as applicable, as his or her beneficiary with respect to more than 50% of the Participant’s interest in the Option shall not be effective without the prior written consent of the Participant’s spouse or domestic partner. If no beneficiary has been designated or survives the OptioneeParticipant, the Option may payment shall be exercised by made to the person entitled to such exercise thereto pursuant to the OptioneeParticipant’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by the Participant at any time provided the change or revocation is filed with the Administrator prior to the Participant’s death.

Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution distribution, unless and until the Option has been exercised, or the shares underlying such the Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the CommitteeAdministrator and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Option may be transferred toto one or more Permitted Transferees, exercised by and paid to certain persons or entities related subject to the Optionee, including but not limited to members terms and conditions set forth in Section 10.3 of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may requirePlan. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the OptioneeParticipant, only the Optionee Participant may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee Administrator may require, a Permitted Transferee may exercise the Option or any portion thereof during the OptioneeParticipant’s lifetime. After the death of the OptioneeParticipant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by Participant’s personal representative or by any person empowered to do so under the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optioneedeceased Participant’s will or under the then applicable laws of descent and distribution.

Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution distribution, unless and until the Option has been exercised, or the shares underlying such the Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the CommitteePlan Administrator and to the extent the Option is not intended to qualify as an Incentive Option, the Option may be transferred toto one or more Family Members of the Optionee or to a trust established exclusively for the Optionee and/or one or more such Family Member, exercised by and paid to certain persons or entities related subject to the Optioneeterms and conditions set forth in Article Two, including but not limited to members Section I(F)(ii) of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may requirePlan. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee Plan Administrator may require, a Permitted Transferee person or persons who acquire a proprietary interest in this Option pursuant to a transfer in accordance with Section 5.2(b) may exercise the this Option or any portion thereof during the Optionee’s lifetime. (d) Notwithstanding the foregoing, Optionee may designate one or more persons as the beneficiary or beneficiaries of this Option, and this Option shall (if it is outstanding), in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon Optionee’s death. After Such beneficiary or beneficiaries shall take the transferred Option subject to all the terms and conditions of the applicable agreement evidencing each such transferred Option, including (without limitation) the limited time period during which the Option may be exercised following Optionee’s death. (e) Subject to Section 5.2(d), after the death of the Optionee, any exercisable portion of the this Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by the Optionee’s beneficiary designated in accordance with Section 9.4 of personal representative or by any person empowered to do so under the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the deceased Optionee’s will or under the then applicable laws of descent and distribution.

Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution distribution, unless and until the Option has been exercised, or Shares underlying the shares underlying such Option have been issued, and all restrictions applicable to such shares Shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the CommitteeAdministrator and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Option may be transferred to, exercised by and paid to certain persons one or entities related to the Optionee, including but not limited to more members of the OptioneeParticipant’s immediate family, charitable institutes or to trusts or other entities whose beneficiaries or beneficial owners are members for the benefit of the Optionee’s such family members, or to partnerships in which such other persons family members are the only partners, or entities as may be expressly approved by to limited liability companies in which such family members are the Committee only members (each a “Permitted Transferee”), pursuant provided that the Permitted Transferee agrees in writing with the Company to such be bound by all of the terms and conditions of the Plan and procedures as the Committee may requirethis Option Agreement. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the OptioneeParticipant, only the Optionee Participant may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee Administrator may require, a Permitted Transferee may exercise the Option or any portion thereof during the OptioneeParticipant’s lifetime. After the death of the OptioneeParticipant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by Participant’s personal representative or by any person empowered to do so under the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optioneedeceased Participant’s will or under the then applicable laws of descent and distribution.

Option Not Transferable. (a) Subject to Section 5.2(b), the The Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or pursuant to a “DRO” (as defined in the Plan), unless and until the Option has been exercised, or the shares underlying such Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the Committee, the Option may be transferred to, exercised by and paid to certain persons or entities related to the Optionee, including but not limited to members of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may require. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof. Subject ), unless it has been disposed of pursuant to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetimeDRO. After the death of the Optionee, any exercisable portion of the an Option may, prior to the time when the Option such portion becomes unexercisable under Section 3.3the Plan or the Option Agreement, be exercised by the Optionee’s beneficiary designated in accordance with personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution. (c) Notwithstanding the foregoing provisions of this Section 9.4 5.2 of the Plan. If no beneficiary has been designated or survives , and subject to the Optioneerequirements of Section 260.140.41 of Title 10 of the California Code of Regulations (to the extent applicable), the Option may be exercised transferred by the person entitled to such exercise pursuant Optionee, in writing and with prior written notice to the Optionee’s Committee, to any one or more Permitted Transferees (as defined below), subject to the following terms and conditions: (i) the Option, as transferred to a Permitted Transferee, shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) the Option, as transferred to a Permitted Transferee, shall continue to be subject to all the terms and conditions of the Option as applicable to the Optionee (other than the ability to further transfer the Option); and (iii) the Optionee and the Permitted Transferee shall execute any and all documents requested by the Committee, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this subsection (c), “Permitted Transferee” shall mean, with respect to the Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which these persons (or the Optionee) control the management of assets, and any other entity in which these persons (or the Optionee) own more than fifty percent (50%) of the voting interests, or any other transferee specifically approved by the Committee after taking into account any state or federal tax or securities laws applicable to transferable Non-Qualified Stock Options.

Option Not Transferable. (a) Subject to Section 5.2(b)Without the prior written consent of the Company, the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution unless distribution. Notwithstanding the foregoing, however, Optionee may designate (on a form or forms provided by, and until in the manner otherwise approved by the Company) one or more beneficiaries to receive all or part of the Option has been exercised, or the shares underlying such Option have been issuedin case of Optionee's death, and all restrictions applicable may change or revoke such designation at any time, and in the event of Optionee's death, any portion of the Option that is subject to such shares have lapseddesignation shall be distributed to such beneficiary or beneficiaries, subject to all of the terms of the Option. Any portion of the Option for which a beneficiary is not so designated shall be distributable to Optionee's estate, subject to all of the terms of the Option. (b) Neither the Option nor any interest or right therein in the Option shall be liable for the debts, contracts or engagements of the Optionee or his or her Optionee's successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the Committee, the Option may be transferred to, exercised by and paid to certain persons or entities related to the Optionee, including but not limited to members of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may require. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the During Optionee's lifetime, only the Optionee may exercise the Option (or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetime). After the death of the Optionee, any exercisable portion of the Option not previously exercised may, prior to the time when the Option becomes unexercisable under Section 3.3Expiration Date, be exercised by the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated 's personal representative or survives the Optionee, by any person empowered to exercise the Option may be exercised by the person entitled to such exercise pursuant to the under Optionee’s 's will or under the then applicable laws of descent and distribution.

Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned assigned, or transferred in any manner other than by will or the laws of descent and distribution distribution, unless and until the Option has been exercised, or the shares underlying such the Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts contracts, or engagements of the Optionee Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the CommitteeAdministrator and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Option may be transferred to, exercised by and paid to certain persons or entities related one of more Permitted Transferees subject to the Optionee, including but not limited to members terms and conditions set forth in Section 12.1(b) of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may requirePlan. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the OptioneeParticipant, only the Optionee Participant may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee Administrator may require, a Permitted Transferee may exercise the Option or any portion thereof during the OptioneeParticipant’s lifetime. After the death of the OptioneeParticipant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3., be exercised by Participant’s personal representative or by any person empowered to do so under the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optioneedeceased Participant’s will or under the then applicable laws of descent and distribution.

Option Not Transferable. (a) Subject to Section 5.2(b), the The Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the Committee, pursuant to a “DRO” (as defined in the Plan), unless and until the Option has been exercised, or the shares underlying such Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the Committee, the Option may be transferred to, exercised by and paid to certain persons or entities related to the Optionee, including but not limited to members of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may require. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof. Subject to such conditions and procedures as ), unless it has been disposed of with the consent of the Committee may require, pursuant to a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetimeDRO. After the death of the Optionee, any exercisable portion of the an Option may, prior to the time when the Option such portion becomes unexercisable under Section 3.3the Plan or the Option Agreement, be exercised by the Optionee’s beneficiary personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution. (c) Notwithstanding the foregoing provisions of this Section 5.2, if designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optioneeas a Non-Qualified Stock Option, the Option may be exercised transferred by the person entitled to such exercise pursuant Optionee, in writing and with prior written notice to the Optionee’s Committee, to any one or more Permitted Transferees (as defined below), subject to the following terms and conditions: (i) the Option, as transferred to a Permitted Transferee, shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution.; (ii) the Option, as transferred to a Permitted Transferee, shall continue to be subject to all the terms and conditions of the Option as applicable to the Optionee (other than the ability to further transfer the Option); and (iii) the Optionee and the Permitted Transferee shall execute any and all documents requested by the Committee, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under

Option Not Transferable. (a) Subject to Section 5.2(b), Neither the Option may not nor any interest or right therein or part thereof shall be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution distribution, unless and until the Option has been exercised, or the shares underlying such Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the Committee, the Option may be transferred to, exercised by and paid to certain persons or entities related to the Optionee, including but not limited to members of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may require. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetime). After the death of the Optionee, any exercisable portion of the an Option may, prior to the time when the Option such portion becomes unexercisable under Section 3.3the Plan or the Option Agreement, be exercised by the Optionee’s beneficiary designated in accordance with personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution. (c) Notwithstanding the foregoing provisions of this Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optionee4.2, the Option may be exercised transferred by the person entitled to such exercise pursuant Optionee, in writing and with prior written notice to the Optionee’s Committee, to any one or more Permitted Transferees (as defined below), subject to the following terms and conditions: (i) the Option, as transferred to a Permitted Transferee, shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) the Option, as transferred to a Permitted Transferee, shall continue to be subject to all the terms and conditions of the Option as applicable to the Optionee (other than the ability to further transfer the Option); and (iii) the Optionee and the Permitted Transferee shall execute any and all documents requested by the Committee, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this subsection (c), “Permitted Transferee” shall mean, with respect to the Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which these persons (or the Optionee) control the management of assets, and any other entity in which these persons (or the Optionee) own more than fifty percent (50%) of the voting interests, or any other transferee specifically approved by the Committee (or the Board, in the case of Options granted to an Independent Director) after taking into account any state or federal tax or securities laws applicable to transferable Non-Qualified Stock Options.

Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution unless and until the Option has been exercised, or the shares underlying such Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the Committee, Committee the Option may be transferred to, exercised by and paid to certain persons or entities related to the Optionee, including but not limited to members of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may require. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetimein accordance with this Agreement. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by the Permitted Transferee or the Optionee’s beneficiary designated in accordance with Section 9.4 10.4 of the Plan, as applicable. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optionee’s will or the laws of descent and distribution.

Option Not Transferable. (a) Subject to Section 5.2(b), the The Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the Board, pursuant to a “DRO” (as defined in the Plan), unless and until the Option has been exercised, or the shares underlying such Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the Committee, the Option may be transferred to, exercised by and paid to certain persons or entities related to the Optionee, including but not limited to members of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may require. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof. Subject ), unless it has been disposed of with the consent of the Board pursuant to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetimeDRO. After the death of the Optionee, any exercisable portion of the an Option may, prior to the time when the Option such portion becomes unexercisable under Section 3.3the Plan or the Option Agreement, be exercised by the Optionee’s beneficiary personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution. (c) Notwithstanding the foregoing provisions of this Section 5.2, if designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optioneeas a Non-Qualified Stock Option, the Option may be exercised transferred by the person entitled to such exercise pursuant Optionee, in writing and with prior written notice to the Optionee’s Board, to any one or more Permitted Transferees (as defined below), subject to the following terms and conditions: (i) the Option, as transferred to a Permitted Transferee, shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) the Option, as transferred to a Permitted Transferee, shall continue to be subject to all the terms and conditions of the Option as applicable to the Optionee (other than the ability to further transfer the Option); and (iii) the Optionee and the Permitted Transferee shall execute any and all documents requested by the Board, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this subsection (c), “Permitted Transferee” shall mean, with respect to the Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which these persons (or the Optionee) control the management of assets, and any other entity in which these persons (or the Optionee) own more than fifty percent (50%) of the voting interests, or any other transferee specifically approved by the Board after taking into account any state or federal tax or securities laws applicable to transferable Non-Qualified Stock Options.

Option Not Transferable. (a) Subject to Section 5.2(b), Neither the Option may not nor any interest or right therein or part thereof shall be sold, pledged, assigned assigned, or transferred in any manner other than by will or the laws of descent and distribution and subject to consent of the Committee, pursuant to a DRO or to a “Permitted Transferee” (as defined below), unless and until the such Option has been exercised, or the shares underlying such Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee or his or her successors in interest or Any transfer to a “Permitted Transferee” shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings the following terms and conditions: (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (bi) Notwithstanding any other provision in this Agreement, with the consent of the Committee, the an Option may be transferred to, exercised by and paid to certain persons or entities related to the Optionee, including but not limited to members of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may require. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during shall not be assignable or transferable by the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option other than by DRO or any portion thereof during the Optionee’s lifetime. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optionee’s will or the laws of descent and distribution.; (ii) any Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and considerations of the Option as applicable to the original holder (other than the ability to further transfer the Option); (iii) the Employee and the Permitted Transferee shall execute any and all documents reasonably requested by the Administrator, including, without limitation, documents to (a) confirm the status of the transferee as a Permitted Transferee, (b) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (c) provide evidence of the transfer; (iv) the shares of Common Stock acquired by a Permitted Transferee through exercise of an Option have not been registered under the Securities Act, or any state securities act and may not be transferred, nor will any assignee or transferee thereof be recognized as an owner of such shares of Common Stock for any purpose, unless a registration statement under the Securities Act and any applicable state securities act with respect to such shares shall then be in effect or unless the availability of an exemption from registration with respect to any proposed transfer or disposition of such shares shall be established to the satisfaction of counsel for the Company. As used in this Section 5.2, “

Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution distribution, unless and until the Option has been exercised, or the shares underlying such the Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the CommitteeAdministrator and to the extent the Option is designated as a Non-Qualified Stock Option, the Option may be transferred to, exercised by and paid to certain persons or entities related to the OptioneeParticipant, including but not limited to members of the OptioneeParticipant’s family, charitable institutes institutions or trusts or other entities whose beneficiaries or beneficial owners are members of the OptioneeParticipant’s family or to such other persons or entities as may be expressly approved by the Committee (each each, a “Permitted Transferee”), subject to Section 8.3 of the Plan and pursuant to such conditions and procedures as the Committee Administrator may require. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the OptioneeParticipant, only the Optionee Participant may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee Administrator may require, a Permitted Transferee may exercise the Option or any portion thereof during the OptioneeParticipant’s lifetime. After the death of the OptioneeParticipant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by Participant’s personal representative or by any person empowered to do so under the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optioneedeceased Participant’s will or under the then applicable laws of descent and distribution.

Option Not Transferable. (a) Subject to Section 5.2(b), the The Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the Committee, pursuant to a “DRO” (as defined in the Plan), unless and until the Option has been exercised, or the shares underlying such Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the Committee, the Option may be transferred to, exercised by and paid to certain persons or entities related to the Optionee, including but not limited to members of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may require. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof. Subject to such conditions and procedures as ), unless it has been disposed of with the consent of the Committee may require, pursuant to a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetimeDRO. After the death of the Optionee, any exercisable portion of the an Option may, prior to the time when the Option such portion becomes unexercisable under Section 3.3the Plan or the Option Agreement, be exercised by the Optionee’s beneficiary personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution. (c) Notwithstanding the foregoing provisions of this Section 5.2, if designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optioneeas a Non-Qualified Stock Option, the Option may be exercised transferred by the person entitled to such exercise pursuant Optionee, in writing and with prior written notice to the Optionee’s Committee, to any one or more Permitted Transferees (as defined below), subject to the following terms and conditions: (i) the Option, as transferred to a Permitted Transferee, shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution.; (ii) the Option, as transferred to a Permitted Transferee, shall continue to be subject to all the terms and conditions of the Option as applicable to the Optionee (other than the ability to further transfer the Option); and (iii) the Optionee and the Permitted Transferee shall execute any and all documents requested by the Committee, including, without limitation documents to (A) confirm the status of the transferee as

Option Not Transferable. (a) Subject to Section 5.2(b5.3(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution unless and until the Option has been exercised, or the shares underlying such Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (ba) Notwithstanding any other provision in this Agreement, with the consent of the CommitteeBoard, the Option may be transferred to, and exercised by and paid to certain persons or entities related to the OptioneeParticipant, including but not limited to members of the OptioneeParticipant’s family, charitable institutes institutions or trusts or other entities whose beneficiaries or beneficial beneficiary owners are members of the OptioneeParticipant’s family or to such other persons or entities as may be expressly approved by the Committee Board (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee Board may require. (cb) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b5.3(b), during the lifetime of the OptioneeParticipant, only the Optionee Participant may exercise the Option (or any portion thereof). Subject to such conditions and procedures as the Committee Board may require, a Permitted Transferee may exercise the Option or any portion thereof during the OptioneeParticipant’s lifetime. After the death of the OptioneeParticipant, any exercisable portion of the Option may, prior to the time when the Option portion becomes unexercisable under Section 3.33.2, be exercised by the OptioneeParticipant’s beneficiary designated in accordance with Section 9.4 Paragraph XV(h) of the Plan. If no beneficiary has been designated or survives the OptioneeParticipant, the Option may be exercised by the person entitled to such exercise pursuant to the OptioneeParticipant’s will or the laws of descent and distribution.

Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution distribution, unless and until the Option has been exercised, or shares of Stock underlying the shares underlying such Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the CommitteeAdministrator, the Participant may transfer the Option may be transferred to(or any portion thereof) to any one or more Permitted Transferees (as defined below), exercised by and paid to certain persons or entities related subject to the Optioneefollowing terms and conditions: (i) any portion of the Option transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including but not limited to members adoptive relationships, any person sharing the Participant's household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of the Optionee’s familyassets, charitable institutes institutions, or trusts or other entities whose beneficiaries or beneficial owners are members these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the Optionee’s family voting interests, or to such any other persons or entities as may be expressly transferee specifically approved by the Committee Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (each a “Permitted Transferee”), pursuant to such conditions and procedures as i) in no event shall the Committee may require. (c) Unless transferred Option be transferable by the Participant to a Permitted Transferee in accordance with third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 5.2(b), during the lifetime 422 of the Optionee, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetime. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optionee’s will or the laws of descent and distributionCode.

Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution unless and until the Option has been exercised, or the shares underlying such Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the Committee, the Option may be transferred to, exercised by and paid to certain persons or entities related to the Optionee, including but not limited to members of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may require. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetimein accordance with this Agreement. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by the Permitted Transferee or the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan, as applicable. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optionee’s will or the laws of descent and distribution.

Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution distribution, unless and until the Option has been exercised, or the shares underlying such the Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee Holder or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the CommitteeAdministrator, and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Option may be transferred to, exercised by and paid to certain persons or entities related to the OptioneeHolder, including but not limited to members of the OptioneeHolder’s family, charitable institutes institutions or trusts or other entities whose beneficiaries or beneficial owners are members of the OptioneeHolder’s family and/or charitable institutions, or to such other persons or entities as may be expressly approved by the Committee Administrator (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee Administrator may require. Any permitted transfer will be subject to the condition that the Committee receive evidence satisfactory to it that the transfer is being made for estate and/or tax planning purposes (or to a “blind trust” in connection with Xxxxxx’s Termination of Service with the Company or a Subsidiary to assume a position with a governmental, charitable, educational or similar non-profit institution) and on a basis consistent with the Company’s lawful issue of securities. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the OptioneeHolder, only the Optionee Holder may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetime. After the death of the OptioneeXxxxxx, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by Xxxxxx’s personal representative or by any person empowered to do so under the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optioneedeceased Xxxxxx’s will or under the then applicable laws of descent and distribution.

Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until the Option has been exercised, or the shares underlying such the Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee Holder or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the CommitteeAdministrator and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Option may be transferred toto one or more Permitted Transferees, exercised by and paid to certain persons or entities related subject to the Optionee, including but not limited to members terms and conditions set forth in Section 10.1 of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may requirePlan. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the OptioneeHolder, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee Holder may exercise the Option or any portion thereof during the Optionee’s lifetimeunless it has been disposed of pursuant to a DRO. After the death of the OptioneeHxxxxx, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optionee’s will or the laws of descent and distributionTHE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution distribution, unless and until the Option has been exercised, or shares of Stock underlying the shares underlying such Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the CommitteeAdministrator, the Participant may transfer the Option may be transferred to(or any portion thereof) to any one or more Permitted Transferees (as defined below), exercised by and paid to certain persons or entities related subject to the Optionee, including but not limited to members following terms and conditions: (i) any portion of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may require. (c) Unless Option transferred to a Permitted Transferee in accordance with Section 5.2(b), during shall not be assignable or transferable by the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetime. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised other than by the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optionee’s will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, a transferee pursuant to a domestic relations order or a transferee by gift who is a “family member” (as defined in General Instruction A(5) to Form S-8 under the Securities Act of 1933) of the Participant. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.

Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution distribution, unless and until the Option has been exercised, or shares of Stock underlying the shares underlying such Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the CommitteeAdministrator, the Participant may transfer the Option may be transferred to(or any portion thereof) to any one or more Permitted Transferees (as defined below), exercised by and paid to certain persons or entities related subject to the Optioneefollowing terms and conditions: (i) any portion of the Option transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including but not limited to members adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than fifty percent of the Optionee’s familyvoting interests, charitable institutes or trusts or any other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly transferee specifically approved by the Committee (each a “Permitted Transferee”), pursuant Administrator after taking into account any state or federal tax or securities laws applicable to such conditions and procedures as the Committee may requiretransferable Options. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the OptioneeParticipant, only the Optionee Participant may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee Administrator may require, a Permitted Transferee may exercise the Option or any portion thereof during the OptioneeParticipant’s lifetime. After the death of the OptioneeParticipant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by Participant’s personal representative or by any person empowered to do so under the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optioneedeceased Participant’s will or under the then applicable laws of descent and distribution.

Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution distribution, unless and until the Option has been exercised, or Shares underlying the shares underlying such Option have been issued, and all restrictions applicable to such shares Shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the CommitteeAdministrator and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Option may be transferred to, exercised by and paid to certain persons one or entities related to the Optionee, including but not limited to more members of the Optionee’s Participant's immediate family, charitable institutes or to trusts or other entities whose beneficiaries or beneficial owners are members for the benefit of the Optionee’s such family members, or to partnerships in which such other persons family members are the only partners, or entities as may be expressly approved by to limited liability companies in which such family members are the Committee only members (each a “"Permitted Transferee”"), pursuant provided that the Permitted Transferee agrees in writing with the Company to such be bound by all of the terms and conditions of the Plan and procedures as the Committee may requirethis Option Agreement. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the OptioneeParticipant, only the Optionee Participant may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee Administrator may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s Participant's lifetime. After the death of the OptioneeParticipant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by Participant's personal representative or by any person empowered to do so under the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optionee’s deceased Participant's will or under the then applicable laws of descent and distribution.

Option Not Transferable. (a) Subject to Section 5.2(b)4.1 hereof, the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until the Option has been exercised, or exercised and the shares Shares underlying such the Option have been issued, and all restrictions applicable to such shares Shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy)) unless and until the Option has been exercised, and any attempted disposition thereof prior to exercise shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the Committee, the Option may be transferred to, exercised by and paid to certain persons or entities related to the Optionee, including but not limited to members of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may require. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during During the lifetime of the OptioneeParticipant, only the Optionee Participant may exercise the Option (or any portion thereof. Subject ), unless it has been disposed of pursuant to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetime. After DRO; after the death of the OptioneeParticipant, any exercisable portion of the Option may, prior to the time when the Option such portion becomes unexercisable under Section 3.3this Agreement, be exercised by Participant’s personal representative or by any person empowered to do so under the Optioneedeceased Participant’s will or under the then-applicable laws of descent and distribution. (c) Notwithstanding any other provision in this Agreement, Participant may, in the manner determined by the Administrator, designate a beneficiary designated to exercise the rights of Participant and to receive any distribution with respect to the Option upon Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to this Agreement is subject to all terms and conditions of this Agreement, except to the extent this Agreement otherwise provides, and to any additional restrictions deemed necessary or appropriate by the Administrator. If Participant is married or a domestic partner in accordance a domestic partnership qualified under Applicable Law and resides in a community property state, a designation of a person 515812334v.1 other than Participant’s spouse or domestic partner, as applicable, as his or her beneficiary with Section 9.4 respect to more than 50% of Participant’s interest in the PlanOption shall not be effective without the prior written consent of Participant’s spouse or domestic partner. If no beneficiary has been designated or survives the OptioneeParticipant, the Option may payment shall be exercised by made to the person entitled to such exercise thereto pursuant to the OptioneeParticipant’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by Participant at any time provided the change or revocation is filed with the Administrator prior to Participant’s death.

Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution unless and until the Option has been exercised, or the shares underlying such Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the CommitteeCommittee and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Option may be transferred to, exercised by and paid to certain persons or entities related to the Optionee, including but not limited to members of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may require. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetimein accordance with this Agreement. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by the Permitted Transferee or the Optionee’s beneficiary designated in accordance with Section 9.4 10.4 of the Plan, as applicable. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optionee’s will or the laws of descent and distribution.

Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution distribution, unless and until the Option has been exercised, or the shares underlying such the Option have been issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the CommitteeCorporation, the Option may be transferred to, exercised by and paid to certain persons a trust established exclusively for the Optionee and/or one or entities related to the Optionee, including but not limited to members of the Optionee’s family, charitable institutes or trusts or other entities whose beneficiaries or beneficial owners are members of the Optionee’s family or to such other persons or entities as may be expressly approved by the Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may requiremore Family Members. (c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee Corporation may require, a Permitted Transferee person or persons who acquire a proprietary interest in this Option pursuant to a transfer in accordance with Section 5.2(b) may exercise the this Option or any portion thereof during the Optionee’s lifetime. (d) Notwithstanding the foregoing, Optionee may designate one or more persons as the beneficiary or beneficiaries of this Option, and this Option shall (if it is outstanding), in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon Optionee’s death. After Such beneficiary or beneficiaries shall take the transferred Option subject to all the terms and conditions of the applicable agreement evidencing each such transferred Option, including (without limitation) the limited time period during which the Option may be exercised following Optionee’s death. (e) Subject to Section 5.2(d), after the death of the Optionee, any exercisable portion of the this Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by the Optionee’s beneficiary designated in accordance with Section 9.4 of personal representative or by any person empowered to do so under the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the deceased Optionee’s will or under the then applicable laws of descent and distribution.