Common use of Transferability of Option Clause in Contracts

Transferability of Option. (a) Except as otherwise set forth in the Plan or as provided in Sections 5.2(b) and 5.2(c) below: (i) 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 the Option have been issued, and all restrictions applicable to such shares have lapsed; (ii) The Option shall not be liable for the debts, contracts or engagements of the Optionee or his 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), 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; and (iii) During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of the Optionee, any exercisable portion of the Option may, prior to the time when such portion becomes unexercisable under the Plan or this Agreement, be exercised by his 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. (b) The Optionee may transfer the Option to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state law, the Optionee is considered the sole beneficial owner of the Option while it is held in the trust. (c) Notwithstanding any other provision in this Agreement, the Optionee may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Optionee and to receive any distribution with respect to the Option upon the Optionee’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 Optionee is married and resides in a community property state, a designation of a person other than the Optionee’s spouse as his or her beneficiary with respect to more than 50% of the Optionee’s interest in the Option shall not be effective without the prior written consent of the Optionee’s spouse. If no beneficiary has been designated or survives the Optionee, payment shall be made to the person entitled thereto pursuant to the Optionee’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by the Optionee at any time provided the change or revocation is filed with the Administrator prior to the Optionee’s death.

Transferability of Option. (a) Except as otherwise set forth in the Plan or as provided in Sections 5.2(b) and 5.2(c) below: (i) The Option Option, if an Incentive Stock Option, may not be sold, pledged, assigned or transferred in any manner other than by will or by the laws of descent and distribution orand may be exercised during the lifetime of the Grantee only by the Grantee. The Option, if a Non-Qualified Stock Option, may not be transferred in any manner other than by will or by the laws of descent and distribution, provided, however, that a Non-Qualified Stock Option may be transferred during the lifetime of the Grantee to the extent and in the manner authorized by the Administrator, subject to the consent applicable limitations, if any, described in the General Instructions to Form S-8 Registration Statement under the Securities Act; provided, that any transfer of a Non-Qualified Stock Option that is permitted hereunder shall be without consideration, except as required by Applicable Laws. Notwithstanding the foregoing, the Grantee may designate one or more beneficiaries of the Administrator, pursuant to a DRO, unless and until Grantee’s Incentive Stock Option or Non-Qualified Stock Option in the Option has been exercised, or the shares underlying the Option have been issued, and all restrictions applicable to such shares have lapsed; (ii) The Option shall not be liable for the debts, contracts or engagements event of the Optionee or his 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), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted Grantee’s death on a beneficiary designation form provided by the preceding sentence; and (iii) During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after Administrator. Following the death of the OptioneeGrantee, any exercisable portion of the Option mayOption, prior to the time when such portion becomes unexercisable extent provided in Section 8, may be exercised (a) by the person or persons designated under the Plan deceased Grantee’s beneficiary designation or this Agreement(b) in the absence of an effectively designated beneficiary, be exercised by his personal the Grantee’s legal representative or by any person empowered to do so under the deceased OptioneeGrantee’s will or under the then applicable laws of descent and distribution. (b) . The Optionee Option may transfer the Option to a trust that constitutes a Permitted Transferee ifnot be pledged, under Section 671 of the Code alienated, attached or otherwise encumbered, and applicable state lawany purported pledge, the Optionee is considered the sole beneficial owner alienation, attachment or encumbrance of the Option while it is held in shall be void and unenforceable against the trust. (c) Notwithstanding Company or any other provision in this Agreement, the Optionee may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights Related Entity. The terms of the Optionee and to receive any distribution with respect to the Option upon the Optionee’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 Optionee is married and resides in a community property state, a designation of a person other than the Optionee’s spouse as his or her beneficiary with respect to more than 50% of the Optionee’s interest in the Option shall not be effective without binding upon the prior written consent executors, administrators, heirs, successors and transferees of the Optionee’s spouse. If no beneficiary has been designated or survives the Optionee, payment shall be made to the person entitled thereto pursuant to the Optionee’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by the Optionee at any time provided the change or revocation is filed with the Administrator prior to the Optionee’s deathGrantee.

Transferability of Option. (a) Except as otherwise set forth in the Plan or as provided in Sections 5.2(b) and 5.2(c) belowPlan: (ia) 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 underlying the Option have been issued, and all restrictions applicable to such shares have lapsed; (iib) The Option shall not be liable for the debts, contracts or engagements of the Optionee or his the Optionee’s 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 sentenceSection 5.2(a) hereof; and (iiic) During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of the Optionee, any exercisable portion of the Option may, prior to the time when such portion becomes unexercisable under the Plan or this Agreement, be exercised by his the Optionee’s 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. (b) The Optionee may transfer the Option to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state law, the Optionee is considered the sole beneficial owner of the Option while it is held in the trust. (cd) Notwithstanding any other provision in this Agreement, the Optionee may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Optionee and to receive any distribution with respect to the Option upon the Optionee’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 Optionee 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 Optionee’s spouse or domestic partner, as applicable, as his or her beneficiary with respect to more than 50% of the Optionee’s interest in the Option shall not be effective without the prior written consent of the Optionee’s spousespouse or domestic partner. If no beneficiary has been designated or survives the Optionee, payment shall be made to the person entitled thereto pursuant to the Optionee’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by the Optionee at any time provided the change or revocation is filed with the Administrator prior to the Optionee’s death.

Transferability of Option. (a) Except as otherwise set forth in the Plan or as provided in Sections 5.2(b) and 5.2(c) belowPlan: (ia) 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 underlying the Option have been issued, and all restrictions applicable to such shares have lapsed; (iib) The Option shall not be liable for the debts, contracts or engagements of the Optionee or his the Optionee’s 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 sentenceSection 5.2(a) hereof; and (iiic) During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of the Optionee, any exercisable portion of the Option may, prior to the time when such portion becomes unexercisable under the Plan or this Agreement, be exercised by his the Optionee’s personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then then-applicable laws of descent and distribution. (b) The Optionee may transfer the Option to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state law, the Optionee is considered the sole beneficial owner of the Option while it is held in the trust. (cd) Notwithstanding any other provision in this Agreement, the Optionee may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Optionee and to receive any distribution with respect to the Option upon the Optionee’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 Optionee 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 Optionee’s spouse or domestic partner, as applicable, as his or her beneficiary with respect to more than 50% of the Optionee’s interest in the Option shall not be effective without the prior written consent of the Optionee’s spousespouse or domestic partner. If no beneficiary has been designated or survives the Optionee, payment shall be made to the person entitled thereto pursuant to the Optionee’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by the Optionee at any time provided the change or revocation is filed with the Administrator prior to the Optionee’s death.

Transferability of Option. (a) Except as otherwise set forth This Option is assignable or transferable, in the Plan whole or as provided in Sections 5.2(b) and 5.2(c) below: (i) The Option may not be soldpart, 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 the Option have been issued, and all restrictions applicable to such shares have lapsed; (ii) The Option shall not be liable for the debts, contracts or engagements of the Optionee or his 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), 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; and (iii) During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of the Optionee, any exercisable portion of the Option may, prior to the time when such portion becomes unexercisable under the Plan or this Agreement, be exercised by his 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. (b) The Optionee may transfer the Option to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state law, the Optionee is considered the sole beneficial owner of the Option while it is held in the trust. (c) Notwithstanding any other provision in this Agreement, the Optionee may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Optionee and to receive any distribution with respect to the Option upon the Optionee’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 Optionee is married and resides in a community property state, a designation of a person other than the Optionee’s spouse as his or her beneficiary with respect to more than 50% of the Optionee’s interest in the Option shall not be effective without the prior written consent of the Optionee’s spouse. If no beneficiary has been designated or survives the Optionee, payment shall be made to the person entitled thereto pursuant to the Optionee’s will or the laws of descent and distribution. Subject In addition, the Optionee may transfer all or part of this Option, without consideration, to (1) the Optionee’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, brother-in-law, and sister-in-law, including adoptive relationships, and any person sharing the Optionee’s household (other than a tenant or employee) (“Permitted Transferees”), (2) a trust in which one or more Permitted Transferees in the aggregate have more than 50% of the beneficial interest, (3) a foundation in which one or more Permitted Transferees (and the Optionee) in the aggregate control the management of assets, and (4) any other entity in which one or more Permitted Transferees (and the Optionee) in the aggregate own more than 50% of the voting interests. The Optionee shall provide the Company advance notice of any transfer pursuant to the foregoingpreceding sentence. Following any such transfer, a beneficiary designation may the Option shall continue to be changed or revoked by subject to the Optionee at any time provided the change or revocation is filed with the Administrator same terms and conditions as were applicable immediately prior to the Optionee’s deathtransfer. However, the Option may not be subsequently transferred by the transferee except a subsequent transfer back to the Optionee or transfers by will or the laws of descent and distribution. Furthermore, the transferee shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement or an appropriate form covering the shares to be acquired by the transferee, if the Company determines that such a registration statement is necessary or appropriate.

Transferability of Option. The Option (a) Except as otherwise set forth in the Plan or as provided in Sections 5.2(b) and 5.2(c) below: shall be transferable by Optionee only to (i) The Optionee’s Immediate Family Members, (ii) a trust or trusts for the exclusive benefit of Optionee’s Immediate Family Members, (iii) a corporation, partnership, limited partnership or limited liability company in which no persons or entities other than Optionee and Optionee’s Immediate Family Members have beneficial interests, or (iv) such other persons or entities as the Committee may specifically approve, on a case-by-case basis, and (b) shall be exercisable by any such transferees. As used herein, Immediate Family Members means the spouse, children (including step-children and adopted children) or grandchildren of the Optionee. Unless the Committee shall determine otherwise in its sole discretion, any Option so transferred may not be sold, pledged, assigned or further transferred in any manner other than by the transferees thereof except by will or the laws of descent and distribution oror pursuant to a “qualified domestic relations order”, as defined in the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding any transfer permitted in accordance with the foregoing provisions, a transferred Option shall continue to be subject to the consent same terms and conditions as were applicable immediately before such transfer (other than permitting the Option to be exercised by a permitted transferee), including but not limited to the provisions of this Agreement governing (x) the exercise of the AdministratorOption, pursuant to a DRO, unless and until (y) the Option has been exercised, or the shares underlying the Option have been issued, and all restrictions applicable to such shares have lapsed; (ii) The Option shall not be liable for the debts, contracts or engagements of the Optionee or his 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), 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; and (iii) During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of the Optionee, any exercisable portion termination of the Option may, prior to at the time when such portion becomes unexercisable under the Plan expiration of its term or this Agreement, be exercised by his 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. (b) The Optionee may transfer the Option to a trust that constitutes a Permitted Transferee if, under Section 671 following termination of the Code and applicable state law, the Optionee is considered the sole beneficial owner employment of the Option while it is held in the trust. (c) Notwithstanding any other provision in this Agreement, the Optionee may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Optionee and to receive any distribution with respect to (z) the Option upon the Optionee’s deathpayment of withholding taxes. A beneficiaryExcept as specifically provided above, 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 Optionee is married and resides in a community property state, a designation of a person other than the Optionee’s spouse as his or her beneficiary with respect to more than 50% of the Optionee’s interest in the Option shall not be effective without the prior written consent of the Optionee’s spouse. If no beneficiary has been designated or survives the Optionee, payment shall be made to the person entitled thereto pursuant to the Optionee’s transferable only by will or the laws of descent and distributiondistribution or pursuant to a qualified domestic relations order, and shall be exercisable during Optionee’s lifetime only by Optionee or by Optionee’s legal representative. Subject If Optionee is subject to the reporting requirements of Section 16(a) of the Exchange Act at the time of a proposed transfer, the Option shall be transferable only if such transferability or transfer would not cause the Option to fail to qualify for the exemption provided for in Rule 16b-3 under the Exchange Act, as determined by the Committee in its sole and absolute discretion. Notwithstanding the foregoing, a beneficiary designation may the Option shall not be changed assignable by operation of law and shall not be subject to attachment, execution, garnishment, sequestration, the law of bankruptcy or revoked by the Optionee at any time provided the change other legal or revocation is filed with the Administrator prior equitable process. Any attempted assignment, transfer, pledge, hypothecation or other disposition contrary to the Optionee’s deathprovisions of this Agreement, and the levy of any execution, attachment or similar process thereupon, shall be null and void and without effect.

Transferability of Option. (a) Except as otherwise set forth in the Plan or as provided in Sections 5.2(b) and 5.2(c) below: (i) The An Incentive Stock Option may shall not be sold, pledged, assigned or transferred in any manner other than transferable except by will or by the laws of descent and distribution ordistribution, subject to and shall be exercisable during the consent lifetime of the Administrator, pursuant person to a DRO, unless and until whom the Incentive Stock Option has been exercised, or the shares underlying the Option have been issued, and all restrictions applicable to is granted only by such shares have lapsed; (ii) The person. A Nonstatutory Stock Option shall not be liable for the debtstransferable in any manner (including without limitation, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfersale, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any assignment) other means whether such disposition be voluntary or involuntary than, (i) by will 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; and (iii) During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of the Optionee, any exercisable portion of the Option may, prior to the time when such portion becomes unexercisable under the Plan or this Agreement, be exercised by his 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. (b) The Optionee may transfer the Option to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state law, the Optionee is considered the sole beneficial owner of the Option while it is held in the trust. (c) Notwithstanding any other provision in this Agreement, the Optionee may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Optionee and to receive any distribution with respect to the Option upon the Optionee’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 Optionee is married and resides in a community property state, a designation of a person other than the Optionee’s spouse as his or her beneficiary with respect to more than 50% of the Optionee’s interest in the Option shall not be effective without the prior written consent of the Optionee’s spouse. If no beneficiary has been designated or survives the Optionee, payment shall be made to the person entitled thereto pursuant to the Optionee’s will or the laws of descent and distribution. Subject , (ii) by written designation of a beneficiary, in a form acceptable to the foregoingCompany, with such designation taking effect upon the death of the Participant, (iii) by delivering written notice to the Company, in a form acceptable to the Company (including such representations, warranties and indemnifications as the Company shall require the Participant to make to protect the Company’s interests and ensure that this Nonstatutory Stock Option has been transferred under the circumstances approved by the Company), by gift to a Participant’s spouse, former spouse, children, stepchildren, grandchildren, parent, stepparent, grandparent, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, persons having one of the foregoing types of relationship with the Participant due to adoption, any person sharing the Participant’s household (other than a tenant or employee), a beneficiary designation foundation 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. A transfer to an entity in which more than fifty percent of the voting interests are owned by these persons (or the Participant) in exchange for an interest in that entity is specifically included as a permissible type of transfer. In addition, a transfer to a trust created solely for the benefit (i.e., the Participant and/or any or all of the foregoing persons hold more than 50 percent of the beneficial interest in the trust) of the Participant and/or any or all of the foregoing persons is also a permissible transferee, or (iv) such other transferees as may be changed or revoked authorized by the Optionee at Board in its sole and absolute discretion. During the Participant’s life this Nonstatutory Stock Option is exercisable only by the Participant or a transferee satisfying the above conditions. Except in the event of the Participant’s death, upon transfer of a Nonstatutory Stock Option to any or all of the foregoing persons, the Participant is liable for any and all taxes due upon exercise of those transferred Nonstatutory Stock Options. At no time provided will a transferee who is considered an affiliate under Rule 144(a)(1) be able to sell any or all such Stock without complying with Rule 144. The right of a transferee to exercise the change or revocation is filed transferred portion of this Nonstatutory Stock Option shall terminate in accordance with the Administrator prior Participant’s right of exercise under this Nonstatutory Stock Option and is further subject to such representations, warranties and indemnifications from the Optioneetransferee that the Company requires the transferee to make to protect the Company’s deathinterests and ensure that this Nonstatutory Stock Option has been transferred under the circumstances approved by the Company. Once a portion of a Nonstatutory Stock Option is transferred, no further transfer may be made of that portion of the Nonstatutory Stock Option.

Transferability of Option. (a) Except as otherwise set forth in the Plan or as provided in Sections 5.2(b) and 5.2(c) below: (i) 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 the Option have been issued, and all restrictions applicable to such shares have lapsed; (ii) The Option shall not be liable for the debts, contracts or engagements of the Optionee or his 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), 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; and (iii) During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of the Optionee, any exercisable portion of the Option may, prior to the time when such portion becomes unexercisable under the Plan or this Agreement, be exercised by his 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. (b) The Optionee may transfer the Option to a trust that constitutes a Permitted Transferee (as defined in the Plan) if, under Section 671 of the Code and applicable state law, the Optionee is considered the sole beneficial owner of the Option while it is held in the trust. (c) Notwithstanding any other provision in this Agreement, the Optionee may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Optionee and to receive any distribution with respect to the Option upon the Optionee’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 Optionee is married and resides in a community property state, a designation of a person other than the Optionee’s spouse as his or her beneficiary with respect to more than 50% of the Optionee’s interest in the Option shall not be effective without the prior written consent of the Optionee’s spouse. If no beneficiary has been designated or survives the Optionee, payment shall be made to the person entitled thereto pursuant to the Optionee’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by the Optionee at any time provided the change or revocation is filed with the Administrator prior to the Optionee’s death.

Transferability of Option. (a) Except as otherwise set forth in the Plan or as provided in Sections 5.2(b) and 5.2(c) below: (i) 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 the Option have been issued, and all restrictions applicable to such shares have lapsed; (ii) The Option shall not be liable for the debts, contracts or engagements of the Optionee or his 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), 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; and (iii) During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of the Optionee, any exercisable portion of the Option may, prior to the time when such portion becomes unexercisable under the Plan or this Agreement, be exercised by his 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. (b) The Optionee may transfer the Option to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state law, the Optionee is considered the sole beneficial owner of the Option while it is held in the trust. (c) Notwithstanding any other provision in this Agreement, the Optionee may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Optionee and to receive any distribution with respect to the Option upon the Optionee’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 Optionee is married and resides in a community property state, a designation of a person other than the Optionee’s spouse as his or her beneficiary with respect to more than 50% of the Optionee’s interest in the Option shall not be effective without the prior written consent of the Optionee’s spouse. If no beneficiary has been designated or survives the Optionee, payment shall be made to the person entitled thereto pursuant to the Optionee’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by the Optionee at any time provided the change or revocation is filed with the Administrator prior to the Optionee’s death.

Transferability of Option. (a) Except as otherwise hereinafter set forth in this Section 5, during Optionee’s lifetime, the Plan or as provided in Sections 5.2(b) Option shall be exercisable only by Optionee, and 5.2(c) below: (i) The Option may not neither the Option, nor any right hereunder, shall be sold, pledged, assigned or transferred in any manner other than transferable except 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 the Option have been issued, and all restrictions applicable to such shares have lapsed; (ii) distribu­tion. The Option shall may not be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transferexecution or other similar process. Notwithstanding the foregoing, alienationOptionee, 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), and any attempted disposition thereof shall be null and void and of no effect, except upon written notice to the extent that such disposition is permitted Company and in accordance with procedures established by the preceding sentence; and (iii) During the lifetime of the OptioneeCompany with respect thereto, only the Optionee may exercise the Option (transfer all or any portion thereofof the Option, without consideration, to (a) Optionee’s spouse or lineal descendants (“Family Members”), unless it has been disposed (b) a trust for the exclusive benefit of pursuant to Family Members, (c) a DRO; after charitable remainder trust of which Option and/or Family Members are the death of exclusive beneficiaries (other than the Optioneecharitable beneficiary), any exercisable portion or (d) a partnership or limited liability company in which Optionee and/or Family Members are the sole partners or members, as applicable. Subsequent transfers of the Option mayby the transferee are prohibited. Upon any such transfer of the Option, prior Optionee shall remain liable for all federal, state and local taxes required by law to be withheld with respect to any exercise of the Option. If Optionee does not remit to the time when Company an amount sufficient to pay all such portion becomes unexercisable under the Plan or this Agreement, be exercised by his 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. (b) The Optionee may transfer the Option to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state lawtaxes, the Optionee is considered Company may withhold from the sole beneficial owner of the Option while it is held in the trust. (c) Notwithstanding any other provision in this AgreementOptions, the Optionee may, in the manner determined upon exercise by the Administratortransferee, designate shares of Common Stock having a beneficiary Fair Market Value, at the close of business on the date the Company receives notice of exercise, equal to exercise the rights of the Optionee all federal, state and local taxes required by law to receive any distribution be withheld with respect to the exercise of the Option. In the event of any attempt by Optionee to alienate, assign, pledge, hypothecate or otherwise dispose of the Option or any of Optionee’s rights hereunder, except as provided herein, or in the event of any levy or any attachment, execution or similar process upon the Optionee’s death. A beneficiaryrights or interest hereby conferred, 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 Optionee is married and resides in a community property state, a designation of a person other than the Optionee’s spouse as his or her beneficiary with respect to more than 50% of the Optionee’s interest in Company­ may terminate the Option by notice to Optionee and it shall not be effective without the prior written consent of the Optionee’s spouse. If no beneficiary has been designated or survives the Optionee, payment shall be made to the person entitled thereto pursuant to the Optionee’s will or the laws of descent thereupon become null and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by the Optionee at any time provided the change or revocation is filed with the Administrator prior to the Optionee’s deathvoid.

Transferability of Option. (a) Except as otherwise set forth in the Plan or as provided in Sections 5.2(b) and 5.2(c) belowPlan: (ia) 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 underlying the Option have been issued, and all restrictions applicable to such shares have lapsed;. Without limiting the generality of the foregoing (and without limiting any other restrictions on transfer contained in this Agreement or the Plan), prior to exercise, the shares of Common Stock underlying the Option may not be sold, pledged, assigned, hypothecated, transferred or disposed of (each, a “Transfer”) in any manner, including through any short position, any “put equivalent position” or any “call equivalent position” (each within the meaning of the rules promulgated under the Exchange Act), provided, that the restrictions contemplated by this sentence shall not preclude the Optionee’s Transfer of the Option with the prior consent of the Administrator (i) to the Company, (ii) to a Permitted Transferee through a gift or domestic relations order, (iii) to the Optionee’s guardian or executor upon the Optionee’s death or Disability or (iv) in connection with a Change in Control if, after such transaction, the Option will no longer be outstanding and the Company will no longer be relying on the exemption provided under Rule 12h-1(f) of the Exchange Act; further provided that any transferee under clause (ii) or (iii) of this sentence shall not be permitted to make any further Transfers of the Option and, prior to exercise, the shares of Common Stock underlying the Option. (iib) The Option shall not be liable for the debts, contracts or engagements of the Optionee or his the Optionee’s 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 shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence; andSection 5.2(a) hereof. (iiic) During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of the Optionee, any exercisable portion of the Option may, prior to the time when such portion becomes unexercisable under the Plan or this Agreement, be exercised by his the Optionee’s 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. (b) The Optionee may transfer the Option to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state law, the Optionee is considered the sole beneficial owner of the Option while it is held in the trust. (cd) Notwithstanding any other provision in this Agreement, the Optionee may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Optionee and to receive any distribution with respect to the Option upon the Optionee’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 Optionee 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 Optionee’s spouse or domestic partner, as applicable, as his or her beneficiary with respect to more than 50% of the Optionee’s interest in the Option shall not be effective without the prior written consent of the Optionee’s spousespouse or domestic partner. If no beneficiary has been designated or survives the Optionee, payment shall be made to the person entitled thereto pursuant to the Optionee’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by the Optionee at any time provided the change or revocation is filed with the Administrator prior to the Optionee’s death.the

Transferability of Option. (a) Except as otherwise set forth in the Plan or as provided in Sections 5.2(b) and 5.2(c) belowPlan: (ia) 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 underlying the Option have been issued, and all restrictions applicable to such shares have lapsed; (iib) The Option shall not be liable for the debts, contracts or engagements of the Optionee or his the Optionee’s successors in interest or shall be subject to disposition by transfer, alienation, US-DOCS\98130099.2 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 sentenceSection 5.2(a) hereof; and (iiic) During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of the Optionee, any exercisable portion of the Option may, prior to the time when such portion becomes unexercisable under the Plan or this Agreement, be exercised by his the Optionee’s 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. (b) The Optionee may transfer the Option to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state law, the Optionee is considered the sole beneficial owner of the Option while it is held in the trust. (cd) Notwithstanding any other provision in this Agreement, the Optionee may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Optionee and to receive any distribution with respect to the Option upon the Optionee’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 Optionee 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 Optionee’s spouse or domestic partner, as applicable, as his or her beneficiary with respect to more than 50% of the Optionee’s interest in the Option shall not be effective without the prior written consent of the Optionee’s spousespouse or domestic partner. If no beneficiary has been designated or survives the Optionee, payment shall be made to the person entitled thereto pursuant to the Optionee’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by the Optionee at any time provided the change or revocation is filed with the Administrator prior to the Optionee’s death.

Transferability of Option. (a) Except as otherwise set forth in the Plan or as provided in Sections 5.2(b) and 5.2(c) below: (i) The Option may not be sold, pledged, assigned assigned, hypothecated, transferred or transferred disposed of in any manner except other than than: (a) by will or by the laws of descent and distribution ordistribution; (b)to the spouse, children or grandchildren or parents of the Optionee ("Immdiate Family Members"); (c) to a trust or trusts for the exclusive benefit of such Immediate Family Members; or (d) to a partnership or limited liability company in which such Immediate Family Members are the only partners or members; provided, that in all such cases set forth in the immediately preceding clauses, (a), (b), (c), and (d) (x) there is no consideration paid for an such transfer and (y) subsequent transfers shall be prohibited except in accordance with the laws of descent and distribution, or by will. Any Options so transferred shall remain subject to the consent same terms and conditions as this Option and no such transfer shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and a copy of the Administratorwill and such other evidence as the Company may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of the Option. If all or any portion of this Option is transferred, pursuant the events of termination of the exercisability of this Option contained in Sections 8 and 9 hereof shall continue to a DRO, unless and until be applied with respect to the Option has been exercised, or Optionee set forth herein (i.e. the shares underlying the Option have been issuedoriginal Optionee), and all restrictions applicable the transferred Options shall be exercisable by the transferree only to such shares have lapsed; (ii) The the extent, and for the periods, that Xxxxx Xxxxx could exercise this Option in accordance with Sections 8 and 9. This Option shall not be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transferexecution, alienation, anticipation, pledge, hypothecation, encumbrance, assignment attachment 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 process. Subject to the extent that such disposition is permitted by the preceding sentence; and (iii) During terms and conditions of this Section 11,during the lifetime of the Optionee, this Option shall be exercisable only the Optionee may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of by the Optionee, any exercisable portion . The terms of the this Option may, prior Agreement shall inure to the time when such portion becomes unexercisable under the Plan or this Agreement, benefit of and be exercised by his 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. (b) The Optionee may transfer the Option to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state law, the Optionee is considered the sole beneficial owner of the Option while it is held in the trust. (c) Notwithstanding any other provision in this Agreement, the Optionee may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Optionee and to receive any distribution with respect to the Option binding upon the Optionee’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms parties hereto and conditions of the Plan and this Agreement, except to the extent the Plan not prohibited herein, their respective executors, administrators, heirs, successors and this Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Administrator. If the Optionee is married and resides in a community property state, a designation of a person other than the Optionee’s spouse as his or her beneficiary with respect to more than 50% of the Optionee’s interest in the Option shall not be effective without the prior written consent of the Optionee’s spouse. If no beneficiary has been designated or survives the Optionee, payment shall be made to the person entitled thereto pursuant to the Optionee’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by the Optionee at any time provided the change or revocation is filed with the Administrator prior to the Optionee’s deathassigns.

Transferability of Option. (a) Except as otherwise set forth in the Plan or as provided in Sections 5.2(b) and 5.2(c) below: (i) 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 underlying the Option have been issued, and all restrictions applicable to such shares have lapsed; (iib) The Option shall not be liable for the debts, contracts or engagements of the Optionee or his the Optionee’s 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 sentenceSection 5.2(a) hereof; and (iiic) During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of the Optionee, any exercisable portion of the Option may, prior to the time when such portion becomes unexercisable under the Plan or this Agreement, be exercised by his the Optionee’s 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. (bd) The Optionee may transfer the Option to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state law, the Optionee is considered the sole beneficial owner of the Option while it is held in the trust. (ce) Notwithstanding any other provision in this Agreement, the Optionee may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Optionee and to receive any distribution with respect to the Option upon the Optionee’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan this Agreement is subject to all terms and conditions of the Plan and this Agreement, except to the extent the Plan and this Agreement otherwise provideprovides, and to any additional restrictions deemed necessary or appropriate by the Administrator. If the Optionee 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 Optionee’s spouse or domestic partner, as applicable, as his or her beneficiary with respect to more than 50% of the Optionee’s interest in the Option shall not be effective without the prior written consent of the Optionee’s spousespouse or domestic partner. If no beneficiary has been designated or survives the Optionee, payment shall be made to the person entitled thereto pursuant to the Optionee’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by the Optionee at any time provided the change or revocation is filed with the Administrator prior to the Optionee’s death.

Transferability of Option. (a) Except as otherwise set forth in the Plan or as provided in Sections 5.2(b) and 5.2(c) belowPlan: (ia) 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 underlying the Option have been issued, and all restrictions applicable to such shares have lapsed; (iib) The Option shall not be liable for the debts, contracts or engagements of the Optionee or his the Optionee’s 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 sentenceSection 5.2(a) hereof; and (iiic) During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of the Optionee, any exercisable portion of the Option may, prior to the time when such portion becomes unexercisable under the Plan or this Agreement, be exercised by his the Optionee’s personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then then-applicable laws of descent and distribution. (b) The Optionee may transfer the Option to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state law, the Optionee is considered the sole beneficial owner of the Option while it is held in the trust. (cd) Notwithstanding any other provision in this Agreement, the Optionee may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Optionee and to receive any distribution with respect to the Option upon the Optionee’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 Optionee 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 Optionee’s spouse or domestic partner, as applicable, as his or her beneficiary with respect to more than 50% of the Optionee’s interest in the Option shall not be effective without the prior written consent of the Optionee’s spousespouse or domestic partner. If no beneficiary has been designated or survives the Optionee, payment shall be made to the person entitled thereto pursuant to the Optionee’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by the Optionee at any time provided the change or revocation is filed with the Administrator prior to the Optionee’s death.

Transferability of Option. (a) Except as otherwise set forth This Option is assignable or transferable, in the Plan whole or as provided in Sections 5.2(b) and 5.2(c) below: (i) The Option may not be soldpart, 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 the Option have been issued, and all restrictions applicable to such shares have lapsed; (ii) The Option shall not be liable for the debts, contracts or engagements of the Optionee or his 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), 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; and (iii) During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of the Optionee, any exercisable portion of the Option may, prior to the time when such portion becomes unexercisable under the Plan or this Agreement, be exercised by his 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. (b) The Optionee may transfer the Option to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state law, the Optionee is considered the sole beneficial owner of the Option while it is held in the trust. (c) Notwithstanding any other provision in this Agreement, the Optionee may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Optionee and to receive any distribution with respect to the Option upon the Optionee’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 Optionee is married and resides in a community property state, a designation of a person other than the Optionee’s spouse as his or her beneficiary with respect to more than 50% of the Optionee’s interest in the Option shall not be effective without the prior written consent of the Optionee’s spouse. If no beneficiary has been designated or survives the Optionee, payment shall be made to the person entitled thereto pursuant to the Optionee’s will or the laws of descent and distribution. Subject In addition, the Optionee may transfer all or part of this Option, without consideration, to (1) the Optionee’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother- in-law, father-in-law, son-in-law, brother-in-law, and sister-in-law, including adoptive relationships, and any person sharing the Optionee’s household (other than a tenant or employee) (“Permitted Transferees”), (2) a trust in which one or more Permitted Transferees in the aggregate have more than 50% of the beneficial interest, (3) a foundation in which one or more Permitted Transferees (and the Optionee) in the aggregate control the management of assets, and (4) any other entity in which one or more Permitted Transferees (and the Optionee) in the aggregate own more than 50% of the voting interests. The Optionee shall provide the Company advance notice of any transfer pursuant to the foregoingpreceding sentence. Following any such transfer, a beneficiary designation may the Option shall continue to be changed or revoked by subject to the Optionee at any time provided the change or revocation is filed with the Administrator same terms and conditions as were applicable immediately prior to the Optionee’s deathtransfer. However, the Option may not be subsequently transferred by the transferee except a subsequent transfer back to the Optionee or transfers by will or the laws of descent and distribution. Furthermore, the transferee shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement or an appropriate form covering the shares to be acquired by the transferee, if the Company determines that such a registration statement is necessary or appropriate.

Transferability of Option. (a) Except as otherwise set forth in the Plan or as provided in Sections 5.2(b) and 5.2(c) below: (i) 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 underlying the Option have been issued, and all restrictions applicable to such shares have lapsed; (iib) The Option shall not be liable for the debts, contracts or engagements of the Optionee or his the Optionee’s 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 sentenceSection 5.2(a) hereof; and (iiic) During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of the Optionee, any exercisable portion of the Option may, prior to the time when such portion becomes unexercisable under the Plan or this Agreement, be exercised by his the Optionee’s 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. (b) The Optionee may transfer the Option to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state law, the Optionee is considered the sole beneficial owner of the Option while it is held in the trust. (cd) Notwithstanding any other provision in this Agreement, the Optionee may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Optionee and to receive any distribution with respect to the Option upon the Optionee’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan this Agreement is subject to all terms and conditions of the Plan and this Agreement, except to the extent the Plan and this Agreement otherwise provideprovides, and to any additional restrictions deemed necessary or appropriate by the Administrator. If the Optionee 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 Optionee’s spouse or domestic partner, as applicable, as his or her beneficiary with respect to more than 50% of the Optionee’s interest in the Option shall not be effective without the prior written consent of the Optionee’s spousespouse or domestic partner. If no beneficiary has been designated or survives the Optionee, payment shall be made to the person entitled thereto pursuant to the Optionee’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by the Optionee at any time provided the change or revocation is filed with the Administrator prior to the Optionee’s death.

Transferability of Option. The Option is not transferable by you (other than by will or by the laws of descent and distribution) and, except as otherwise stated in this letter, may be exercised during your lifetime only by you. Notwithstanding the preceding, you shall have the right to transfer the rights under the Option granted in this Agreement during your lifetime subject to the following limitations: (a) Except as otherwise set forth in transfers may be made only to the Plan or as provided in Sections 5.2(b) and 5.2(c) below: following transferees: (i) The the optionee's children, step-children, grandchildren, step-grandchildren or other lineal descendants (including relationships arising from legal adoptions) (such individuals are hereinafter referred to as "Immediate Family Members"); (ii) trust(s) for the exclusive benefit of any one or more of the optionee's Immediate Family Members (the optionee's spouse may also be a beneficiary); or (iii) partnership(s), limited liability compan(ies) or other entit(ies), the only partners, members or interest holders of which are among the optionee's Immediate Family Members (the optionee's spouse may also hold an interest); (b) there may be no consideration for the transfer; (c) there may be no subsequent transfer of the transferred Option may not be sold, pledged, assigned or transferred in any manner other than except by will or the laws of descent and distribution ordistribution; (d) following transfer, the Option shall continue to be subject to the consent same terms and conditions as were applicable immediately prior to transfer (including the conditions under which the Option may terminate prior to its expiration); except that the transferee rather than the optionee may deliver the Option exercise notice and payment of the Administrator, pursuant to a DRO, unless and until the Option has been exercised, or the shares underlying the Option have been issued, and all restrictions applicable to such shares have lapsedexercise price; (iie) The Option shall not be liable for only the debts, contracts or engagements vested portion of the Optionee or his successors in interest or shall Option is transferable; (f) written notice of any transfer must 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), and any attempted disposition thereof shall be null and void and of no effect, except delivered to the extent that such disposition is permitted by Chief Financial Officer of the preceding sentenceCompany; and (iiig) During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of the Optionee, any exercisable portion of the Option may, prior to the time when such portion becomes unexercisable under the Plan or this Agreement, be exercised by his 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. (b) The Optionee optionee's estate may transfer the Option to a trust that constitutes a Permitted Transferee ifthe beneficiaries of such estate, under Section 671 of the Code and applicable state law, the Optionee is considered the sole beneficial owner of the Option while it is held in the trust. (c) Notwithstanding any other provision in this Agreement, the Optionee may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Optionee and to receive any distribution with respect subject to the Option upon the Optionee’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 Optionee is married and resides limitations set forth in a community property state, a designation of a person other than the Optionee’s spouse as his or her beneficiary with respect to more than 50% of the Optionee’s interest in the Option shall not be effective without the prior written consent of the Optionee’s spouse. If no beneficiary has been designated or survives the Optionee, payment shall be made to the person entitled thereto pursuant to the Optionee’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by the Optionee at any time provided the change or revocation is filed with the Administrator prior to the Optionee’s deathitems (b) through (f) above.

Transferability of Option. The Option is not transferable by you (other than by will or by the laws of descent and distribution) and, except as otherwise stated in this letter, may be exercised during your lifetime only by you. Notwithstanding the preceding, you shall have the right to transfer the rights under the Option granted in this Agreement during your lifetime subject to the following limitations: (a) Except as otherwise set forth in transfers may be made only to the Plan or as provided in Sections 5.2(b) and 5.2(c) below: following transferees: (i) The the optionee"s children, step-children, grandchildren, step-grandchildren or other lineal descendants (including relationships arising from legal adoptions) (such individuals are hereinafter referred to as "Immediate Family Members"); (ii) trust(s) for the exclusive benefit of any one or more of the optionee"s Immediate Family Members (the optionee"s spouse may also be a beneficiary); or (iii) partnership(s), limited liability compan(ies) or other entit(ies), the only partners, members or interest holders of which are among the optionee"s Immediate Family Members (the optionee"s spouse may also hold an interest); (b) there may be no consideration for the transfer; (c) there may be no subsequent transfer of the transferred Option may not be sold, pledged, assigned or transferred in any manner other than except by will or the laws of descent and distribution ordistribution; (d) following transfer, the Option shall continue to be subject to the consent same terms and conditions as were applicable immediately prior to transfer (including the conditions under which the Option may terminate prior to its expiration); except that the transferee rather than the optionee may deliver the Option exercise notice and payment of the Administrator, pursuant to a DRO, unless and until the Option has been exercised, or the shares underlying the Option have been issued, and all restrictions applicable to such shares have lapsedexercise price; (iie) The Option shall not written notice of any transfer must be liable for delivered to the debts, contracts or engagements Chief Financial Officer of the Optionee or his 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), 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 sentenceCompany; and (iiif) During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of the Optionee, any exercisable portion of the Option may, prior to the time when such portion becomes unexercisable under the Plan or this Agreement, be exercised by his 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. (b) The Optionee optionee"s estate may transfer the Option to a trust that constitutes a Permitted Transferee ifthe beneficiaries of such estate, under Section 671 of the Code and applicable state law, the Optionee is considered the sole beneficial owner of the Option while it is held in the trust. (c) Notwithstanding any other provision in this Agreement, the Optionee may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Optionee and to receive any distribution with respect subject to the Option upon the Optionee’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 Optionee is married and resides limitations set forth in a community property state, a designation of a person other than the Optionee’s spouse as his or her beneficiary with respect to more than 50% of the Optionee’s interest in the Option shall not be effective without the prior written consent of the Optionee’s spouse. If no beneficiary has been designated or survives the Optionee, payment shall be made to the person entitled thereto pursuant to the Optionee’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by the Optionee at any time provided the change or revocation is filed with the Administrator prior to the Optionee’s deathitems (b) through (e) above.

Transferability of Option. (a) Except as otherwise set forth in the Plan or as provided in Sections 5.2(b) and 5.2(c) belowPlan: (ia) 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 the Option have been issued, and all restrictions applicable to such shares Shares have lapsed;; ​ (iib) The Option shall not be liable for the debts, contracts or engagements of the Optionee Participant or his the Participant’s 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 shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentenceArticle 5.2(a) hereof; and (iiic) During the lifetime of the OptioneeParticipant, only the Optionee Participant may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of the OptioneeParticipant, any exercisable portion of the Option may, prior to the time when such portion becomes unexercisable under the Plan or this Agreement, be exercised by his the Participant’s personal representative or by any person empowered to do so under the deceased OptioneeParticipant’s will or under the then applicable laws of descent and distribution. (b) The Optionee may transfer the Option to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state law, the Optionee is considered the sole beneficial owner of the Option while it is held in the trust. (cd) Notwithstanding any other provision in this Agreement, the Optionee Participant may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Optionee Participant and to receive any distribution with respect to the Option upon the OptioneeParticipant’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 Optionee 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 OptioneeParticipant’s spouse or domestic partner, as applicable, as his or her beneficiary with respect to more than 50% of the OptioneeParticipant’s interest in the Option shall not be effective without the prior written consent of the OptioneeParticipant’s spousespouse or domestic partner. If no beneficiary has been designated or survives the OptioneeParticipant, payment shall be made to the person entitled 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 Optionee Participant at any time provided the change or revocation is filed with the Administrator prior to the OptioneeParticipant’s death.

Transferability of Option. (a) Except as otherwise set forth in the Plan or as provided in Sections 5.2(b) and 5.2(c) below: (i) The This Option may not shall be sold, pledged, assigned or transferred in any manner neither ------------------------------------ transferable nor assignable by Optionee other than by will or by the laws of --- descent and distribution or, subject to the consent of the Administrator, pursuant to a DRO, unless following Optionee's death and until the Option has been may be exercised, during Optionee's lifetime, only by Optionee. However, this Option may, in connection with the Optionee's estate plan, be assigned in whole or the shares underlying the Option have been issued, and all restrictions applicable in part during Optionee's lifetime to such shares have lapsed; (ii) The Option shall not be liable for the debts, contracts one or engagements more Family Members of the Optionee or his successors in interest to a trust established for the exclusive benefit of one or more such Family Members. The assigned portion shall be subject exercisable only by the person or persons who acquire a proprietary interest in the Option pursuant to disposition by transfersuch assignment. The terms applicable to the assigned portion shall be the same as those in effect for this Option immediately prior to such assignment. For purposes of this Section 5, alienationa "Family Member" shall be limited to the Optionee's children, anticipationstepchildren, pledgegrandchildren, hypothecationparents, encumbrancestepparents, assignment grandparents, spouse, former spouse, siblings, nieces, nephews, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, a trust in which any other means whether such disposition be voluntary of the foregoing individuals have more than a fifty percent (50%) beneficial interest, a foundation in which any of the foregoing individuals (or involuntary or by operation the Optionee) control the management of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy)assets, 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; and (iii) During the lifetime other entity in which any of the Optionee, only the Optionee may exercise the Option foregoing individuals (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death Optionee) own more than fifty percent (50%) of the Optioneevoting interests. Term of Option. This Option may be exercised only within the term set out --------------- in the Notice of Grant, any exercisable portion and may be exercised during such term only in accordance with the terms of this Option Agreement. Tax Consequences. Some of the Option mayfederal and Delaware tax consequences ----------------- relating to this Option, prior to as of the time when such portion becomes unexercisable under date of this Option, are set forth below. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. Exercising the Plan or this Agreement, be exercised by his 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. (b) Option. The Optionee may transfer the Option to a trust that constitutes a Permitted Transferee if, under Section 671 incur regular federal tax ----------------------- liability upon exercise of the Code and applicable state lawOption. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, the Optionee is considered the sole beneficial owner if any, of the Option while it is held in the trust. (c) Notwithstanding any other provision in this Agreement, the Optionee may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights Fair Market Value of the Optionee and to receive any distribution with respect to Exercised Shares on the Option upon the Optionee’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 date 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 Administratorexercise over their aggregate Exercise Price. If the Optionee is married and resides in an Employee or a community property stateformer Employee, a designation of a person other than the Optionee’s spouse as Company will be required to withhold from his or her beneficiary with respect compensation or collect from Optionee and pay to more than 50% the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. Disposition of Shares. If the Optionee holds the Shares for at least one ----------------------- year, any gain realized on disposition of the Optionee’s interest in the Option shall not Shares will be effective without the prior written consent of the Optionee’s spousetreated as long-term capital gain for federal income tax purposes. If no beneficiary has been designated or survives the Optionee, payment shall be made to the person entitled thereto pursuant to the Optionee’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by the Optionee at any time provided the change or revocation is filed with the Administrator prior to the Optionee’s death1.

Transferability of Option. (a) Except as otherwise set forth in the Plan or as provided in Sections 5.2(b) and 5.2(c) belowPlan: (ia) 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 underlying the Option have been issued, and all restrictions applicable to such shares have lapsed; (iib) The Option shall not be liable for the debts, contracts or engagements of the Optionee Participant or his the Participant’s 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 shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentenceSection 5.2(a) hereof; and (iiic) During the lifetime of the OptioneeParticipant, only the Optionee Participant may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of the OptioneeParticipant, any exercisable portion of the Option may, prior to the time when such portion becomes unexercisable under the Plan or this Agreement, be exercised by his the Participant’s personal representative or by any person empowered to do so under the deceased OptioneeParticipant’s will or under the then applicable laws of descent and distribution. (b) The Optionee may transfer the Option to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state law, the Optionee is considered the sole beneficial owner of the Option while it is held in the trust. (cd) Notwithstanding any other provision in this Agreement, the Optionee Participant may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Optionee Participant and to receive any distribution with respect to the Option upon the OptioneeParticipant’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 Optionee 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 OptioneeParticipant’s spouse or domestic partner, as applicable, as his or her beneficiary with respect to more than 50% of the OptioneeParticipant’s interest in the Option shall not be effective without the prior written consent of the OptioneeParticipant’s spousespouse or domestic partner. If no beneficiary has been designated or survives the OptioneeParticipant, payment shall be made to the person entitled 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 Optionee Participant at any time provided the change or revocation is filed with the Administrator prior to the OptioneeParticipant’s death.

Transferability of Option. (a) Except as otherwise set forth in the Plan or as provided in Sections 5.2(b) and 5.2(c) below: (i) The An Incentive Stock Option may shall not be sold, pledged, assigned or transferred in any manner other than transferable except by will or by the laws of descent and distribution ordistribution, subject to and shall be exercisable during the consent lifetime of the Administrator, pursuant person to a DRO, unless and until whom the Incentive Stock Option has been exercised, or the shares underlying the Option have been issued, and all restrictions applicable to is granted only by such shares have lapsed; (ii) The person. A Nonstatutory Stock Option shall not be liable for the debtstransferable in any manner (including without limitation, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfersale, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any assignment) other means whether such disposition be voluntary or involuntary than, (i) by will 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; and (iii) During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of the Optionee, any exercisable portion of the Option may, prior to the time when such portion becomes unexercisable under the Plan or this Agreement, be exercised by his 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. (b) The Optionee may transfer the Option to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state law, the Optionee is considered the sole beneficial owner of the Option while it is held in the trust. (c) Notwithstanding any other provision in this Agreement, the Optionee may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Optionee and to receive any distribution with respect to the Option upon the Optionee’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 Optionee is married and resides in a community property state, a designation of a person other than the Optionee’s spouse as his or her beneficiary with respect to more than 50% of the Optionee’s interest in the Option shall not be effective without the prior written consent of the Optionee’s spouse. If no beneficiary has been designated or survives the Optionee, payment shall be made to the person entitled thereto pursuant to the Optionee’s will or the laws of descent and distribution. Subject , (ii) by written designation of a beneficiary, in a form acceptable to the foregoingCompany, with such designation taking effect upon the death of the Participant, (iii) by delivering written notice to the Company, in a form acceptable to the Company (including such representations, warranties and indemnifications as the Company shall require the Participant to make to protect the Company’s interests and ensure that this Nonstatutory Stock Option has been transferred under the circumstances approved by the Company), by gift to a Participant’s spouse, former spouse, children, stepchildren, grandchildren, parent, stepparent, grandparent, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, persons having one of the foregoing types of relationship with the Participant due to adoption, any person sharing the Participant’s household (other than a tenant or employee), a beneficiary designation foundation 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. A transfer to an entity in which more than fifty percent of the voting interests are owned by these persons (or the Participant) in exchange for an interest in that entity is specifically included as a permissible type of transfer. In addition, a transfer to a trust created solely for the benefit (i.e., the Participant and/or any or all of the foregoing persons hold more than 50 percent of the beneficial interest in the trust) of the Participant and/or any or all of the foregoing persons is also a permissible transferee, or (iv) such other transferees as may be changed or revoked authorized by the Optionee at Board in its sole and absolute discretion. During the Participant’s life this Nonstatutory Stock Option is exercisable only by the Participant or a transferee satisfying the above conditions. Except in the event of the Participant’s death, upon transfer of a Nonstatutory Stock Option to any or all of the foregoing persons, the Participant is liable for any and all taxes due upon exercise of those transferred Nonstatutory Stock Options. At no time provided will a transferee who is considered an affiliate under Rule 144(a)(1) be able to sell any or all such Stock without complying with Rule 144. The right of a transferee to exercise the change or revocation is filed transferred portion of this Nonstatutory Stock Option shall terminate in accordance with the Administrator prior Participant’s right of exercise under this Nonstatutory Stock Option and is further subject to such representations, warranties and indemnifications from the Optionee’s deathtransferee that the Company requires the transferee to make to protect the Company's interests and ensure that this Nonstatutory Stock Option has been transferred under the circumstances approved by the Company. Once a portion of a Nonstatutory Stock Option is transferred, no further transfer may be made of that portion of the Nonstatutory Stock Option.

Transferability of Option. (a) Except as otherwise set forth in the Plan or as provided in Sections Section 5.2(b) and 5.2(c) below: (i) 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 the Option have been issued, and all restrictions applicable to such shares have lapsed; (ii) The Option shall not be liable for the debts, contracts or engagements of the Optionee or his 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), 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; and (iii) During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of the Optionee, any exercisable portion of the Option may, prior to the time when such portion becomes unexercisable under the Plan or this Agreement, be exercised by his 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. (b) The Optionee may transfer the Option to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state law, the Optionee is considered the sole beneficial owner of the Option while it is held in the trust. (c) Notwithstanding any other provision in this Agreement, the Optionee may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Optionee and to receive any distribution with respect to the Option upon the Optionee’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 Optionee is married and resides in a community property state, a designation of a person other than the Optionee’s spouse as his or her beneficiary with respect to more than 50% of the Optionee’s interest in the Option shall not be effective without the prior written consent of the Optionee’s spouse. If no beneficiary has been designated or survives the Optionee, payment shall be made to the person entitled thereto pursuant to the Optionee’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by the Optionee at any time provided the change or revocation is filed with the Administrator prior to the Optionee’s death.

Transferability of Option. (a) Except as otherwise set forth in the Plan or as provided in Sections 5.2(b) and 5.2(c) belowPlan: (ia) 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 underlying the Option have been issued, and all restrictions applicable to such shares have lapsed;. (iib) The Option shall not be liable for the debts, contracts or engagements of the Optionee or his the Optionee’s 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; andSection 5.2(a) hereof. (iiic) During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of the Optionee, any exercisable portion of the Option may, prior to the time when such portion becomes unexercisable under the Plan or this Agreement, be exercised by his the Optionee’s personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then then-applicable laws of descent and distribution. (b) The Optionee may transfer the Option to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state law, the Optionee is considered the sole beneficial owner of the Option while it is held in the trust. (cd) Notwithstanding any other provision in this Agreement, the Optionee may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Optionee and to receive any distribution with respect to the Option upon the Optionee’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 Optionee 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 Optionee’s spouse or domestic partner, as applicable, as his or her beneficiary with respect to more than 50% of the Optionee’s interest in the Option shall not be effective without the prior written consent of the Optionee’s spousespouse or domestic partner. If no beneficiary has been designated or survives the Optionee, payment shall be made to the person entitled thereto pursuant to the Optionee’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by the Optionee at any time provided the change or revocation is filed with the Administrator prior to the Optionee’s death.

Transferability of Option. (a) Except as otherwise set forth in the Plan or as provided in Sections 5.2(b) and 5.2(c) below: (i) The An Incentive Stock Option may shall not be sold, pledged, assigned or transferred in any manner other than transferable except by will or by the laws of descent and distribution ordistribution, subject to and shall be exercisable during the consent lifetime of the Administrator, pursuant person to a DRO, unless and until whom the Incentive Stock Option has been exercised, or the shares underlying the Option have been issued, and all restrictions applicable to is granted only by such shares have lapsed; (ii) The person. A Nonstatutory Stock Option shall not be liable for the debtstransferable in any manner (including without limitation, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfersale, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any assignment) other means whether such disposition be voluntary or involuntary than, (i) by will 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; and (iii) During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of the Optionee, any exercisable portion of the Option may, prior to the time when such portion becomes unexercisable under the Plan or this Agreement, be exercised by his 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. (b) The Optionee may transfer the Option to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state law, the Optionee is considered the sole beneficial owner of the Option while it is held in the trust. (c) Notwithstanding any other provision in this Agreement, the Optionee may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Optionee and to receive any distribution with respect to the Option upon the Optionee’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 Optionee is married and resides in a community property state, a designation of a person other than the Optionee’s spouse as his or her beneficiary with respect to more than 50% of the Optionee’s interest in the Option shall not be effective without the prior written consent of the Optionee’s spouse. If no beneficiary has been designated or survives the Optionee, payment shall be made to the person entitled thereto pursuant to the Optionee’s will or the laws of descent and distribution. Subject , (ii) by written designation of a beneficiary, in a form acceptable to the foregoingCompany, with such designation taking effect upon the death of the Participant, (iii) by delivering written notice to the Company, in a form acceptable to the Company (including such representations, warranties and indemnifications as the Company shall require the Participant to make to protect the Company’s interests and ensure that this Nonstatutory Stock Option has been transferred under the circumstances approved by the Company), by gift to a Participant’s spouse, former spouse, children, stepchildren, grandchildren, parent, stepparent, grandparent, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, persons having one of the foregoing types of relationship with the Participant due to adoption, any person sharing the Participant’s household (other than a tenant or employee), a beneficiary designation foundation 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. A transfer to an entity in which more than fifty percent of the voting interests are owned by these persons (or the Participant) in exchange for an interest in that entity is specifically included as a permissible type of transfer. In addition, a transfer to a trust created solely for the benefit (i.e., the Participant and/or any or all of the foregoing persons hold more than 50 percent of the beneficial interest in the trust) of the Participant and/or any or all of the foregoing persons is also a permissible transferee, or (iv) such other transferees as may be changed or revoked authorized by the Optionee at Board in its sole and absolute discretion. During the Participant’s life this Nonstatutory Stock Option is exercisable only by the Participant or a transferee satisfying the above conditions. Except in the event of the Participant’s death, upon transfer of a Nonstatutory Stock Option to any or all of the foregoing persons, the Participant is liable for any and all taxes due upon exercise of those transferred Nonstatutory Stock Options. At no time provided will a transferee who is considered an affiliate under Rule 144(a)(1) be able to sell any or all such Stock without complying with Rule 144. The right of a transferee to exercise the change or revocation is filed transferred portion of this Nonstatutory Stock Option shall terminate in accordance with the Administrator prior Participant’s right of exercise under this Nonstatutory Stock Option and is further subject to such representations, warranties and indemnifications from the Optioneetransferee that the Company requires the transferee to make to protect the Company’s death.interests and ensure that this Nonstatutory Stock Option has been transferred under the circumstances approved by the Company. Once a portion of a Nonstatutory Stock Option is transferred, no further transfer may be made of that portion of the Nonstatutory Stock Option. Effective December 7, 2015

Transferability of Option. (a) Except as otherwise set forth in the Plan or as provided in Sections 5.2(b) and 5.2(c) below: (i) The Option may not be sold, pledged, assigned assigned, hypothecated, transferred or transferred disposed of in any manner except other than than: (a) by will or by the laws of descent and distribution ordistribution; (b)to the spouse, children or grandchildren or parents of the Optionee ("Immdiate Family Members"); (c) to a trust or trusts for the exclusive benefit of such Immediate Family Members; or (d) to a partnership or limited liability company in which such Immediate Family Members are the only partners or members; provided, that in all such cases set forth in the immediately preceding clauses, (a), (b), (c), and (d) (x) there is no consideration paid for an such transfer and (y) subsequent transfers shall be prohibited except in accordance with the laws of descent and distribution, or by will. Any Options so transferred shall remain subject to the consent same terms and conditions as this Option and no such transfer shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and a copy of the Administratorwill and such other evidence as the Company may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of the Option. If all or any portion of this Option is transferred, pursuant the events of termination of the exercisability of this Option contained in Sections 8 and 9 hereof shall continue to a DRO, unless and until be applied with respect to the Option has been exercised, or Optionee set forth herein (i.e. the shares underlying the Option have been issuedoriginal Optionee), and all restrictions applicable the transferred Options shall be exercisable by the transferree only to such shares have lapsed; (ii) The the extent, and for the periods, that Xxxxxx X. Xxxxx, Xx. could exercise this Option in accordance with Sections 8 and 9. This Option shall not be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transferexecution, alienation, anticipation, pledge, hypothecation, encumbrance, assignment attachment 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 process. Subject to the extent that such disposition is permitted by the preceding sentence; and (iii) During terms and conditions of this Section 11,during the lifetime of the Optionee, this Option shall be exercisable only the Optionee may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of by the Optionee, any exercisable portion . The terms of the this Option may, prior Agreement shall inure to the time when such portion becomes unexercisable under the Plan or this Agreement, benefit of and be exercised by his 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. (b) The Optionee may transfer the Option to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state law, the Optionee is considered the sole beneficial owner of the Option while it is held in the trust. (c) Notwithstanding any other provision in this Agreement, the Optionee may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Optionee and to receive any distribution with respect to the Option binding upon the Optionee’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms parties hereto and conditions of the Plan and this Agreement, except to the extent the Plan not prohibited herein, their respective executors, administrators, heirs, successors and this Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Administrator. If the Optionee is married and resides in a community property state, a designation of a person other than the Optionee’s spouse as his or her beneficiary with respect to more than 50% of the Optionee’s interest in the Option shall not be effective without the prior written consent of the Optionee’s spouse. If no beneficiary has been designated or survives the Optionee, payment shall be made to the person entitled thereto pursuant to the Optionee’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by the Optionee at any time provided the change or revocation is filed with the Administrator prior to the Optionee’s deathassigns.

Transferability of Option. (a) Except as otherwise set forth in the Plan or as provided in Sections 5.2(b5.3(b) and 5.2(c5.3(c) below: (ia) 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 the Option have been issued, and all restrictions applicable to such shares have lapsed; (iii) The Option shall not be liable for the debts, contracts or engagements of the Optionee Participant or his 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), 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; and (iiiii) During the lifetime of the Optionee, only the Optionee Participant may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of the OptioneeParticipant, any exercisable portion of the Option may, prior to the time when such portion becomes unexercisable under the Plan or this Agreement, be exercised by his personal representative or by any person empowered to do so under the deceased OptioneeParticipant’s will or under the then applicable laws of descent and distribution. (b) The Optionee Administrator in its sole discretion may determine to permit Participant to transfer the an Option other than an Incentive Stock Option to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state law, the Optionee is considered the sole beneficial owner of the Option while it is held in the trustTransferee. (c) Notwithstanding any other provision in this Agreement, the Optionee Participant may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Optionee Participant and to receive any distribution with respect to the Option upon the OptioneeParticipant’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 Optionee Participant is married and resides in a community property state, a designation of a person other than the OptioneeParticipant’s spouse as his or her beneficiary with respect to more than 50% of the OptioneeParticipant’s interest in the Option shall not be effective without the prior written consent of the OptioneeParticipant’s spouse. If no beneficiary has been designated or survives the OptioneeParticipant, payment shall be made to the person entitled 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 Optionee Participant at any time provided the change or revocation is filed with the Administrator prior to the OptioneeParticipant’s death.