Nontransferability. Notwithstanding anything in this Agreement to the contrary and except as specified below, the RSUs awarded to you under this Agreement shall not be transferable or assignable by you other than by will or the laws of descent and distribution. You may transfer the RSUs to (a) a member or members of your immediate family, (b) to a revocable living trust established exclusively for you or you and your spouse, (c) a trust under which your immediate family members are the only beneficiaries or (d) a
... partnership of which your immediate family members are the only partners. For this purpose, "immediate family" means your spouse, children, stepchildren, grandchildren, parents, grandparents, siblings (including half brothers and sisters), and individuals who are family members by adoption. The terms applicable to the assigned RSUs shall be the same as those in effect for the RSUs immediately prior to such assignment and shall be set forth in such documents to be executed by the assignee as the Company may deem appropriate. You may also designate one or more persons as the beneficiary or beneficiaries of your outstanding RSUs under the Plan, and those RSUs shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon your death while holding those RSUs. Such beneficiary or beneficiaries shall take the transferred RSUs subject to all the terms and conditions of this Agreement. Except for the limited transferability provided by the foregoing, outstanding RSUs under the Plan shall not be assignable or transferable. Employee Stock Settled—Cash Settled 2 None of the Company, its employees or directors makes any representations or guarantees concerning the tax consequences associated with the inclusion of this provision in this Agreement or your transfer of the RSUs. It is your sole responsibility to seek advice from your own tax advisors concerning those tax consequences. You are entitled to rely upon only the tax advice of your own tax advisors. [Further, any shares of Common Stock awarded hereunder may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. You agree that (a) the Company may refuse to cause the transfer of such shares to be registered on the stock register of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable federal or state securities law and (b) the Company may give related instructions to the transfer agent, if any, to stop registration of the transfer of such shares.]
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Nontransferability. Notwithstanding anything in this Agreement to the contrary and except as specified below, the
RSUs Shares of Restricted Stock awarded to you under this Agreement shall not be transferable or assignable by you other than by will or the laws of descent and
distribution. distribution to the extent then subject to [Transfer Restrictions] [Forfeiture Restrictions]. You may transfer the
RSUs Shares to (a) a member or members of your immediate family, (b) to a revocable living trust established
... exclusively for you or you and your spouse, (c) a trust under which your immediate family members are the only beneficiaries or (d) a partnership of which your immediate family members are the only partners. For this purpose, "immediate family" means your spouse, children, stepchildren, grandchildren, parents, grandparents, siblings (including half brothers and sisters), and individuals who are family members by adoption. The terms applicable to the assigned RSUs Shares shall be the same as those in effect for the RSUs Shares immediately prior to such assignment and shall be set forth in such documents to be executed by the assignee as the Company Committee may deem appropriate. You may also designate one or more persons as the beneficiary or beneficiaries of your outstanding RSUs Shares of Restricted Stock under the Plan, and those RSUs Shares shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon your death while holding those RSUs. Shares. Such beneficiary or beneficiaries shall take the transferred RSUs Shares of Restricted Stock subject to all the terms and conditions of this Agreement. Except for the limited transferability provided by the foregoing, outstanding RSUs Shares of Restricted Stock under the Plan shall not be assignable or transferable. Employee transferable to the extent then subject to [Transfer Restrictions] [Forfeiture Restrictions]. 1 Treatment of unvested Restricted Stock Settled—Cash Settled in connection with a director's cessation of service for reasons other than death, disability, or retirement, will be determined by the Board in its discretion on an award-by-award basis. In such an event, unvested Restricted Stock will be either forfeited in its entirety, vested in its entirety, or vested on a pro rata basis according to the number of days served by the director during the vesting period. Director [Graded /Cliff Vesting] 2 None of the Company, its employees or directors makes any representations or guarantees concerning the tax consequences associated with the inclusion of this provision in this Agreement or your transfer of the RSUs. Shares of Restricted Stock. It is your sole responsibility to seek advice from your own tax advisors concerning those tax consequences. You are entitled to rely upon only the tax advice of your own tax advisors. [Further, any shares of Common Stock Further, the Shares awarded hereunder hereby that are no longer subject to [Transfer Restrictions] [Forfeiture Restrictions] may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. You also agree that (a) the Company may refuse to cause the transfer of such shares the Shares to be registered on the stock register of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable federal or state securities law and (b) the Company may give related instructions to the transfer agent, if any, to stop registration of the transfer of the Shares. Upon the lapse of the [Transfer Restrictions] [Forfeiture Restrictions] with respect to Shares awarded hereby such shares.] Shares shall be transferable by you (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable federal or state securities law).
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Nontransferability.
Notwithstanding anything Except as specified in this
Agreement to Agreement, the
contrary SAR and
except as specified below, the RSUs awarded to you under this Agreement
shall are not
be transferable or assignable by you other than by will or the laws of descent and
distribution. distribution, and shall be exercisable during your lifetime only by you. You may transfer the
RSUs SAR to (a) a member or members of your immediate family, (b) to a revocable living trust established exclusively for
... you or you and your spouse, (c) a trust under which your immediate family members are the only beneficiaries or (d) a partnership of which your immediate family members are the only partners. For this purpose, "immediate family" means your spouse, children, stepchildren, grandchildren, parents, grandparents, siblings (including half brothers and sisters), and individuals who are family members by adoption. The terms applicable to the assigned RSUs stock appreciation right(s) shall be the same as those in effect for the RSUs SAR immediately prior to such assignment and shall be set forth in such documents to be executed by the assignee as the Company Committee may deem appropriate. You may also designate one or more persons as the beneficiary or beneficiaries of your outstanding RSUs the SAR under the Plan, and those RSUs the SAR shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon your death while holding those RSUs. the SAR. Such beneficiary or beneficiaries shall take the transferred RSUs stock appreciation right(s) subject to all the terms and conditions of this Agreement. Except for the limited transferability provided by the foregoing, outstanding RSUs stock appreciation rights under the Plan shall not be assignable or transferable. Employee Stock Settled—Cash Settled 2 Key Leader [Stock Settled]—[Cash Settled] 3 None of the Company, its employees or directors makes any representations or guarantees concerning the tax consequences associated with the inclusion of this provision in this Agreement or your transfer of the RSUs. SAR. It is your sole responsibility to seek advice from your own tax advisors concerning those tax consequences. You are entitled to rely upon only the tax advice of your own tax advisors. [Further, any shares of Common Stock awarded hereunder may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. You agree that (a) the Company may refuse to cause the transfer of such shares to be registered on the stock register of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable federal or state securities law and (b) the Company may give related instructions to the transfer agent, if any, to stop registration of the transfer of such shares.]
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Nontransferability.
Notwithstanding anything Except as specified in this
Agreement to Agreement, the
contrary SAR and
except as specified below, the RSUs awarded to you under this Agreement
shall are not
be transferable or assignable by you other than by will or the laws of descent and
distribution. distribution, and shall be exercisable during your lifetime only by you. You may transfer the
RSUs SAR to (a) a member or members of your immediate family, (b) to a revocable living trust established exclusively for
... you or you and your spouse, (c) a trust under which your immediate family members are the only beneficiaries or (d) a partnership of which your immediate family members are the only partners. For this purpose, "immediate family" means your spouse, children, stepchildren, grandchildren, parents, grandparents, siblings (including half brothers and sisters), and individuals who are family members by adoption. Section 16 Officer [Stock Settled]—[Cash Settled] 3 The terms applicable to the assigned RSUs stock appreciation right(s) shall be the same as those in effect for the RSUs SAR immediately prior to such assignment and shall be set forth in such documents to be executed by the assignee as the Company Committee may deem appropriate. You may also designate one or more persons as the beneficiary or beneficiaries of your outstanding RSUs the SAR under the Plan, and those RSUs the SAR shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon your death while holding those RSUs. the SAR. Such beneficiary or beneficiaries shall take the transferred RSUs stock appreciation right(s) subject to all the terms and conditions of this Agreement. Except for the limited transferability provided by the foregoing, outstanding RSUs stock appreciation rights under the Plan shall not be assignable or transferable. Employee Stock Settled—Cash Settled 2 None of the Company, its employees or directors makes any representations or guarantees concerning the tax consequences associated with the inclusion of this provision in this Agreement or your transfer of the RSUs. SAR. It is your sole responsibility to seek advice from your own tax advisors concerning those tax consequences. You are entitled to rely upon only the tax advice of your own tax advisors. [Further, any shares of Common Stock awarded hereunder may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. You agree that (a) the Company may refuse to cause the transfer of such shares to be registered on the stock register of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable federal or state securities law and (b) the Company may give related instructions to the transfer agent, if any, to stop registration of the transfer of such shares.]
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Nontransferability.
Notwithstanding anything Except as specified in this
Agreement to Agreement, the
contrary SAR and
except as specified below, the RSUs awarded to you under this Agreement
shall are not
be transferable or assignable by you other than by will or the laws of descent and
distribution. distribution, and shall be exercisable during your lifetime only by you. You may transfer the
RSUs SAR to (a) a member or members of your immediate family, (b) to a revocable living trust established exclusively for
... you or you and your spouse, (c) a trust under which your immediate family members are the only beneficiaries or (d) a partnership of which your immediate family members are the only partners. For this purpose, "immediate family" means your spouse, children, stepchildren, grandchildren, parents, grandparents, siblings (including half brothers and sisters), and individuals who are family members by adoption. The terms applicable to the assigned RSUs stock appreciation right(s) shall be the same as those in effect for the RSUs SAR immediately prior to such assignment and shall be set forth in such documents to be executed by the assignee as the Company Committee may deem appropriate. You may also designate one or more persons as the beneficiary or beneficiaries of your outstanding RSUs the SAR under the Plan, and those RSUs the SAR shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon your death while holding those RSUs. the SAR. Such beneficiary or beneficiaries shall take the transferred RSUs stock appreciation right(s) subject to all the terms and conditions of this Agreement. Except for the limited transferability provided by the foregoing, outstanding RSUs stock appreciation rights under the Plan shall not be assignable or transferable. Employee Stock Settled—Cash Settled 2 None of the Company, its employees or directors makes any representations or guarantees concerning the tax consequences associated with the inclusion of this provision in this Agreement or your transfer of the RSUs. SAR. It is your sole responsibility to seek advice from your own tax advisors concerning those tax consequences. You are entitled to rely upon only the tax advice of your own tax advisors. [Further, any shares of Common Stock awarded hereunder may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. You agree that (a) the Company may refuse to cause the transfer of such shares to be registered on the stock register of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable federal or state securities law and (b) the Company may give related instructions to the transfer agent, if any, to stop registration of the transfer of such shares.]
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Nontransferability.
Notwithstanding anything Except as specified in this
Agreement to Agreement, the
contrary Option and
except as specified below, the RSUs awarded to you under this Agreement
shall are not
be transferable or assignable by you other than by will or the laws of descent and
distribution. distribution, and shall be exercisable during your lifetime only by you. You may transfer the
RSUs Option to (a) a member or members of your immediate family, (b) to a revocable living trust established exclusively
... for you or you and your spouse, (c) a trust under which your immediate family members are the only beneficiaries or (d) a partnership of which your immediate family members are the only partners. For this purpose, "immediate family" means your spouse, children, stepchildren, grandchildren, parents, grandparents, siblings (including half brothers and sisters), and individuals who are family members by adoption. The terms applicable to the assigned RSUs option(s) shall be the same as those in effect for the RSUs Option immediately prior to such assignment and shall be set forth in such documents to be executed by the assignee as the Company Committee may deem appropriate. You may also designate one or more persons as the beneficiary or beneficiaries of your outstanding RSUs the Option under the Plan, and those RSUs the Option shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon your death while holding those RSUs. the Option. Such beneficiary or beneficiaries shall take the transferred RSUs option(s) subject to all the terms and conditions of this Agreement. Except for the limited transferability provided by the foregoing, outstanding RSUs options under the Plan shall not be assignable or transferable. Employee Stock Settled—Cash Settled 2 None of the Company, its employees or directors makes any representations or guarantees concerning the tax consequences associated with the inclusion of this provision in this Agreement or your transfer of the RSUs. Option. It is your sole responsibility to seek advice from your own tax advisors concerning those tax consequences. You are entitled to rely upon only the tax advice of your own tax advisors. [Further, any shares of Common Stock awarded hereunder may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. You agree that (a) the Company may refuse to cause the transfer of such shares to be registered on the stock register of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable federal or state securities law and (b) the Company may give related instructions to the transfer agent, if any, to stop registration of the transfer of such shares.]
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Nontransferability. Notwithstanding anything in this Agreement to the contrary and except as specified below, the
RSUs Shares of Restricted Stock awarded to you under this Agreement shall not be transferable or assignable by you other than by will or the laws of descent and
distribution. distribution to the extent then subject to Forfeiture Restrictions. You may transfer the
RSUs Shares to (a) a member or members of your immediate family, (b) to a revocable living trust established exclusively for you or you and
... your spouse, (c) a trust under which your immediate family members are the only beneficiaries or (d) a partnership of which your immediate family members are the only partners. For this purpose, "immediate family" means your spouse, children, stepchildren, grandchildren, parents, grandparents, siblings (including half brothers and sisters), and individuals who are family members by adoption. Key Leader 2 The terms applicable to the assigned RSUs Shares shall be the same as those in effect for the RSUs Shares immediately prior to such assignment and shall be set forth in such documents to be executed by the assignee as the Company Committee may deem appropriate. You may also designate one or more persons as the beneficiary or beneficiaries of your outstanding RSUs Shares of Restricted Stock under the Plan, and those RSUs Shares shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon your death while holding those RSUs. Shares. Such beneficiary or beneficiaries shall take the transferred RSUs Shares of Restricted Stock subject to all the terms and conditions of this Agreement. Except for the limited transferability provided by the foregoing, outstanding RSUs Shares of Restricted Stock under the Plan shall not be assignable or transferable. Employee Stock Settled—Cash Settled 2 transferable to the extent then subject to Forfeiture Restrictions. None of the Company, its employees or directors makes any representations or guarantees concerning the tax consequences associated with the inclusion of this provision in this Agreement or your transfer of the RSUs. Shares of Restricted Stock. It is your sole responsibility to seek advice from your own tax advisors concerning those tax consequences. You are entitled to rely upon only the tax advice of your own tax advisors. [Further, any shares of Common Stock Further, the Shares awarded hereunder hereby that are no longer subject to Forfeiture Restrictions may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. You also agree that (a) the Company may refuse to cause the transfer of such shares the Shares to be registered on the stock register of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable federal or state securities law and (b) the Company may give related instructions to the transfer agent, if any, to stop registration of the transfer of the Shares. Upon the lapse of the Forfeiture Restrictions with respect to Shares awarded hereby such shares.] Shares shall be transferable by you (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable federal or state securities law).
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Nontransferability. Notwithstanding anything in this Agreement to the contrary and except as specified below, the
RSUs Shares of Restricted Stock awarded to you under this Agreement shall not be transferable or assignable by you other than by will or the laws of descent and
distribution. distribution to the extent then subject to Forfeiture Restrictions. You may transfer the
RSUs Shares to (a) a member or members of your immediate family, (b) to a revocable living trust established exclusively for you or you and
... your spouse, (c) a trust under which your immediate family members are the only beneficiaries or (d) a partnership of which your immediate family members are the only partners. For this purpose, "immediate family" means your spouse, children, stepchildren, grandchildren, parents, grandparents, siblings (including half brothers and sisters), and individuals who are family members by adoption. Section 16 Officer 2 The terms applicable to the assigned RSUs Shares shall be the same as those in effect for the RSUs Shares immediately prior to such assignment and shall be set forth in such documents to be executed by the assignee as the Company Committee may deem appropriate. You may also designate one or more persons as the beneficiary or beneficiaries of your outstanding RSUs Shares of Restricted Stock under the Plan, and those RSUs Shares shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon your death while holding those RSUs. Shares. Such beneficiary or beneficiaries shall take the transferred RSUs Shares of Restricted Stock subject to all the terms and conditions of this Agreement. Except for the limited transferability provided by the foregoing, outstanding RSUs Shares of Restricted Stock under the Plan shall not be assignable or transferable. Employee Stock Settled—Cash Settled 2 transferable to the extent then subject to Forfeiture Restrictions. None of the Company, its employees or directors makes any representations or guarantees concerning the tax consequences associated with the inclusion of this provision in this Agreement or your transfer of the RSUs. Shares of Restricted Stock. It is your sole responsibility to seek advice from your own tax advisors concerning those tax consequences. You are entitled to rely upon only the tax advice of your own tax advisors. [Further, any shares of Common Stock Further, the Shares awarded hereunder hereby that are no longer subject to Forfeiture Restrictions may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. You also agree that (a) the Company may refuse to cause the transfer of such shares the Shares to be registered on the stock register of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable federal or state securities law and (b) the Company may give related instructions to the transfer agent, if any, to stop registration of the transfer of the Shares. Upon the lapse of the Forfeiture Restrictions with respect to Shares awarded hereby such shares.] Shares shall be transferable by you (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable federal or state securities law).
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Nontransferability. Notwithstanding anything in this Agreement to the contrary and except as specified below, the
RSUs Shares of Restricted Stock awarded to you under this Agreement shall not be transferable or assignable by you other than by will or the laws of descent and
distribution. distribution to the extent then subject to Forfeiture Restrictions. You may transfer the
RSUs Shares to (a) a member or members of your immediate family, (b) to a revocable living trust established exclusively for you or you and
... your spouse, (c) a trust under which your immediate family members are the only beneficiaries or (d) a partnership of which your immediate family members are the only partners. For this purpose, "immediate family" means your spouse, children, stepchildren, grandchildren, parents, grandparents, siblings (including half brothers and sisters), and individuals who are family members by adoption. The terms applicable to the assigned RSUs Shares shall be the same as those in effect for the RSUs Shares immediately prior to such assignment and shall be set forth in such documents to be executed by the assignee as the Company Committee may deem appropriate. You may also designate one or more persons as the beneficiary or beneficiaries of your outstanding RSUs Shares of Restricted Stock under the Plan, and those RSUs Shares shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon your death while holding those RSUs. Shares. Such beneficiary or beneficiaries shall take the transferred RSUs Shares of Restricted Stock subject to all the terms and conditions of this Agreement. Except for the limited transferability provided by the foregoing, outstanding RSUs Shares of Restricted Stock under the Plan shall not be assignable or transferable. Employee Stock Settled—Cash Settled 2 transferable to the extent then subject to Forfeiture Restrictions. None of the Company, its employees or directors makes any representations or guarantees concerning the tax consequences associated with the inclusion of this provision in this Agreement or your transfer of the RSUs. Shares of Restricted Stock. It is your sole responsibility to seek advice from your own tax advisors concerning those tax consequences. You are entitled to rely upon only the tax advice of your own tax advisors. [Further, any shares of Common Stock Employee 2 Further, the Shares awarded hereunder hereby that are no longer subject to Forfeiture Restrictions may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. You also agree that (a) the Company may refuse to cause the transfer of such shares the Shares to be registered on the stock register of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable federal or state securities law and (b) the Company may give related instructions to the transfer agent, if any, to stop registration of the transfer of the Shares. Upon the lapse of the Forfeiture Restrictions with respect to Shares awarded hereby such shares.] Shares shall be transferable by you (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable federal or state securities law).
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Nontransferability. Notwithstanding anything in this Agreement to the contrary and except as specified below, the RSUs awarded to you under this Agreement shall not be transferable or assignable by you other than by will or the laws of descent and distribution. You may transfer the RSUs to (a) a member or members of your immediate family, (b) to a revocable living trust established exclusively for you or you and your spouse, (c) a trust under which your immediate family members are the only beneficiaries or (d) a
... partnership of which your immediate family members are the only partners. For this purpose, "immediate family" means your spouse, children, stepchildren, grandchildren, parents, grandparents, siblings (including half brothers and sisters), and individuals who are family members by adoption. 1 Treatment of unvested RSU's in connection with a director's cessation of service for reasons other than death, disability, or retirement, will be determined by the Board in its discretion on an award-by-award basis. In such an event, unvested RSU's will be either forfeited in their entirety, vested in their entirety, or vested on a pro rata basis according to the number of days served by the director during the vesting period. Director [Graded /Cliff Vesting] Stock Settled—Cash Settled 2 The terms applicable to the assigned RSUs shall be the same as those in effect for the RSUs immediately prior to such assignment and shall be set forth in such documents to be executed by the assignee as the Company may deem appropriate. You may also designate one or more persons as the beneficiary or beneficiaries of your outstanding RSUs under the Plan, and those RSUs shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon your death while holding those RSUs. Such beneficiary or beneficiaries shall take the transferred RSUs subject to all the terms and conditions of this Agreement. Except for the limited transferability provided by the foregoing, outstanding RSUs under the Plan shall not be assignable or transferable. Employee Stock Settled—Cash Settled 2 None of the Company, its employees or directors makes any representations or guarantees concerning the tax consequences associated with the inclusion of this provision in this Agreement or your transfer of the RSUs. It is your sole responsibility to seek advice from your own tax advisors concerning those tax consequences. You are entitled to rely upon only the tax advice of your own tax advisors. [Further, any shares of Common Stock awarded hereunder may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. You agree that (a) the Company may refuse to cause the transfer of such shares to be registered on the stock register of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable federal or state securities law and (b) the Company may give related instructions to the transfer agent, if any, to stop registration of the transfer of such shares.]
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