Affiliate; provided that the designation of a beneficiary shall not constitute a sale, assignment, alienation, pledge, attachment, transfer or encumbrance. Notwithstanding the foregoing, at the discretion of the Committee, Options may be transferred by the Participant solely to the Participant’s spouse, siblings, parents, children and grandchildren or trusts for the benefit of such persons or partnerships, corporations, limited liability companies or other entities owned solely by such persons, including, but not limited to, trusts for such persons.
Section 6.Expiration Date. The Expiration Date of the Option shall occur on the earliest to occur of the following: (a) the 10-year anniversary of the Grant Date or (b) if the Participant’s Termination Date occurs for Cause, the Termination Date.
Section 7.Adjustments. The Award granted hereunder shall be subject to the adjustment as provided in Section 4(b) of the Plan.
Section 8.No Right of Continued Service. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continued Service.
Section 9.Tax Withholding. Unless determined otherwise by the Committee, the Company shall withhold from the Option Shares to be issued to the Participant pursuant to Section 3 hereof the number of Option Shares (and any amount of cash) determined at up to the maximum allowable rate in the Participant’s relevant tax jurisdiction on the Option Shares’ Fair Market Value at the time such determination is made.
Section 10.No Voting Rights as a Stockholder; Rights to Dividends or Other Distributions. The Participant shall not have any voting privileges of a stockholder of the Company with respect to the Option unless and until Option Shares underlying the Option are delivered to the Participant in accordance with Section 3 hereof.
Section 11.Claw back. The Award shall be subject to recoupment in accordance with any existing claw back policy or claw back policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by applicable law. In addition, the Board may impose such other claw back, recovery or recoupment provisions as the Board determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired Option Shares or other cash or property upon the occurrence of Cause. The implementation of any claw back policy shall not be deemed a triggering event for purposes of any definition of “constructive termination.”
Section 12.Amendment and Termination. Subject to the terms of the Plan, any amendment to this Agreement shall be in writing and signed by the parties hereto. Notwithstanding the immediately-preceding sentence, subject to the terms of the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, this Agreement and/or the Award; provided that, subject to the terms of the Plan, any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially impair the rights of the Participant or any holder or beneficiary of the Award shall not be effective without the written consent of the Participant, holder or beneficiary.
Section 13.Securities Law Requirements. Notwithstanding any other provision of this Agreement, the Company shall have no liability to make any distribution of Option Shares under this Agreement unless such delivery or distribution would comply with all applicable laws. In particular, no Option Shares shall be delivered to a Participant unless, at the time of delivery, the shares qualify for exemption from, or are registered pursuant to, applicable federal and state securities laws.