Transferability Clause Example with 91 Variations from Business Contracts
This page contains Transferability clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Transferability. Except as otherwise provided in this Section 8, your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. (a) Certain Trusts. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held in the trust. You and ...the trustee must enter into transfer and other agreements required by the Company. (b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If your option is an Incentive Stock Option, the option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise.View More
Variations of a "Transferability" Clause from Business Contracts
Transferability. Except as otherwise provided in this Section 8, your option is (a) Restrictions on Transfer. Your Option shall not transferable, be transferable except by will or by the laws of descent and distribution, distribution and is shall be exercisable during your life lifetime only by you. (a) Certain Trusts. Upon receiving written permission from you; provided, however, that the Board or may, in its duly authorized designee, sole discretion, permit you may to transfer your option to Option in a trust ...if you are considered to be the sole beneficial owner (determined under Section 671 of the Code manner consistent with applicable tax and applicable state law) while the option is held in the trust. You and the trustee must enter into transfer and other agreements required by the Company. securities laws upon your request. (b) Domestic Relations Orders. Upon receiving written permission from Notwithstanding the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you foregoing, your Option may transfer your option be transferred pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If your option is an Incentive Stock Option, the option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. order. (c) Beneficiary Designation. Upon receiving written permission from Notwithstanding the Board or its duly authorized designee, foregoing, you may, by delivering written notice to the Company, in a form approved provided by or otherwise satisfactory to the Company and any broker designated by the Company to handle option exercises, Company, designate a third party who, on in the event of your death, will shall thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise. Option. View More
Transferability. Except as otherwise provided in this Section 8, your Your option is not transferable, except (i) by will or by the laws of descent and distribution, and (ii) to such further extent as permitted by the Rule as to Use of Form S-8 specified in the General Instructions of the Form S-8 Registration Statement under the Securities Act. Your option is exercisable during your life only by you. (a) Certain Trusts. Upon receiving written permission from you or a transferee satisfying the Board above-stated... conditions. The right of a transferee to exercise the transferred portion of your option after termination of your Continuous Service shall terminate in accordance with your right to exercise your option as specified in your option. In the event that your Continuous Service terminates due to your death, your transferee will be treated as a person who acquired the right to exercise your option by bequest or its duly authorized designee, you inheritance. In addition to the foregoing, the Company may require, as a condition of the transfer of your option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held in the trust. You and the trustee must enter into transfer and other agreements required or by the Company. (b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided gift, that you and the designated your transferee enter into an option 3. transfer and other agreements required by agreement provided by, or acceptable to, the Company, you may transfer Company. The terms of your option pursuant to shall be binding upon your transferees, executors, administrators, heirs, successors, and assigns. Notwithstanding the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If your option is an Incentive Stock Option, the option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, foregoing, by delivering written notice to the Company, in a form approved by satisfactory to the Company and any broker designated by the Company to handle option exercises, Company, you may designate a third party who, on in the event of your death, will shall thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. your option. In the absence of such a designation, your executor or administrator of your estate will shall be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise. exercise.10. OPTION NOT A SERVICE CONTRACT. Your option is not an employment or service contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing in your option shall obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate. View More
Transferability. Except as otherwise provided in this Section 8, your (a) Restrictions on Transfer. Your option is shall not transferable, be transferable except by will or by the laws of descent and distribution, distribution and is shall be exercisable during your life lifetime only by you. (a) Certain Trusts. Upon receiving written permission from you; provided, however, that the Board or may, in its duly authorized designee, you may sole discretion, permit transfer of your option to options in a trust if you... are considered to be the sole beneficial owner (determined under Section 671 of the Code manner that is not prohibited by applicable tax and applicable state law) while the option is held in the trust. You and the trustee must enter into transfer and other agreements required by the Company. securities laws upon your request. (b) Domestic Relations Orders. Upon receiving written permission from Notwithstanding the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer foregoing, your option may be transferred pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) order; provided, however, that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If if your option is an Incentive Stock Option, the your option may shall be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) Beneficiary Designation. Upon receiving written permission from Notwithstanding the Board or its duly authorized designee, foregoing, you may, by delivering written notice to the Company, in a form approved provided by or otherwise satisfactory to the Company and any broker designated by the Company to handle effect option exercises, designate a third party who, on in the event of your death, will shall thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. your option. In the absence of such a designation, your the executor or administrator of your estate will shall be entitled to exercise this your option. 5 10. Option Not A Service Contract. Your option is not an employment or service contract, and receive, nothing in your option shall be deemed to create in any way whatsoever any obligation on behalf your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your estate, employment. In addition, nothing in your option shall obligate the Common Stock Company or other consideration resulting from such exercise. an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate. View More
Transferability. Except Prior to the time that shares of Common Stock have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of any portion of the Restricted Stock Units or the shares in respect of your Restricted Stock Units. For example, you may not use shares that may be issued in respect of your Restricted Stock Units as security for a loan, nor may you transfer, pledge, sell or otherwise provided dispose of such shares. This restriction on transfer will lapse on delivery to you ...of shares in this Section 8, respect of your option is vested Restricted Stock Units. (a) Death. Your Restricted Stock Units are not transferable, except transferable other than by will or and by the laws of descent and distribution, and is exercisable during distribution. At your life only by you. (a) Certain Trusts. Upon receiving written permission from the Board death, your executor or its duly authorized designee, you may transfer administrator of your option estate will be entitled to a trust if you are considered to be the sole beneficial owner (determined receive, on behalf of your estate, Common Stock or other consideration under Section 671 of the Code and applicable state law) while the option is held in the trust. You and the trustee must enter into transfer and other agreements required by the Company. this Award. (b) Domestic Relations Orders. Upon receiving If you receive written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option pursuant right to receive the terms distribution of Common Stock or other consideration under your Restricted Stock Units, in accordance with a domestic relations order, order or official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss with the Company's General Counsel the proposed terms of any division of this option with the Company such transfer prior to finalizing the domestic relations order or marital settlement agreement to verify that you may make such transfer, and if so, to help ensure the required information is contained within the domestic relations order or marital settlement agreement. The Company is not obligated to allow you to transfer your Award in connection with your domestic relations order or marital settlement agreement. 2 6. Date of Issuance. (a) The issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury Regulations Section 1.409A-1(b)(4) and will be construed and administered in such a manner. As a result, the shares will be issued no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the shares of Common Stock under this Award are no longer subject to a "substantial risk of forfeiture" within the meaning of Treasury Regulations Section 1.409A-1(d). (b) If your option is an Incentive Stock Option, the option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by determines that it is necessary to comply with applicable tax laws, the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate shares will be entitled issued no later than December 31 of the calendar year in which the shares are no longer subject to exercise this option and receive, on behalf a "substantial risk of your estate, forfeiture" within the Common Stock or other consideration resulting from such exercise. meaning of Treasury Regulations Section 1.409A-1(d). View More
Transferability. Except as otherwise provided in this Section 8, your Your option is not transferable, except (i) by will or by the laws of descent and distribution, and (ii) to such further extent as permitted by the Rule as to Use of Form S-8 specified in the General Instructions of the Form S-8 Registration Statement under the Securities Act. Your option is exercisable during your life only by you. (a) Certain Trusts. Upon receiving written permission from you or a transferee satisfying the Board above-stated... conditions. The right of a transferee to exercise the transferred portion of your option after termination of your Continuous Service shall terminate in accordance with your right to exercise your option as specified in your option. In the event that your Continuous Service terminates due to your death, your transferee will be treated as a person who acquired the right to exercise the transferred portion of your option by bequest or its duly authorized designee, you inheritance. In addition to the foregoing, the Company may require, as a condition of the transfer of your option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held in the trust. You and the trustee must enter into transfer and other agreements required or by the Company. (b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided gift, that you and the designated your transferee enter into an option transfer and other agreements required by agreement provided by, or acceptable to, the Company, you may transfer Company. The terms of your option pursuant to shall be binding upon your transferees, executors, administrators, heirs, successors, and assigns. Notwithstanding the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If your option is an Incentive Stock Option, the option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, foregoing, by delivering written notice to the Company, in a form approved by satisfactory to the Company and any broker designated by the Company to handle option exercises, Company, you may designate a third party who, on in the event of your death, will shall thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. your option. In the absence of such a designation, your executor or administrator of your estate will shall be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise. exercise.10. OPTION NOT A SERVICE CONTRACT. Your option is not an employment or service contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing in your option shall obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate. 1.11. TAX CONSEQUENCES. You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You shall not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from your option or your other compensation. In particular, you acknowledge that this option is exempt from Section 409A of the Code only if the exercise price per share specified in the Grant Notice is at least equal to the "fair market value" per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with the option.12. NOTICES. Any notices provided for in your option or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this option by electronic means or to request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. View More
Transferability. Except as otherwise provided in this Section 8, your Your option is not transferable, except (i) by will or by the laws of descent and distribution, and (ii) to such further extent as permitted by the Rule as to Use of Form S-8 specified in the General Instructions of the Form S-8 Registration Statement under the Securities Act. Your option is exercisable during your life only by you. (a) Certain Trusts. Upon receiving written permission from you or a transferee satisfying the Board above-stated... conditions. The right of a transferee to exercise the transferred portion of your option after termination of your Continuous Service shall terminate in accordance with your right to exercise your option as specified in your option. In the event that your Continuous Service terminates due to your death, your transferee will be treated as a person who acquired the right to exercise the transferred portion of your option by bequest or its duly authorized designee, you inheritance. In addition to the foregoing, the Company may require, as a condition of the transfer of your option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held in the trust. You and the trustee must enter into transfer and other agreements required or by the Company. (b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided gift, that you and the designated your transferee enter into an option transfer and other agreements required by agreement provided by, or acceptable to, the Company, you may transfer Company. The terms of your option pursuant to shall be binding upon your transferees, executors, administrators, heirs, successors, and assigns. Notwithstanding the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If your option is an Incentive Stock Option, the option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, foregoing, by delivering written notice to the Company, in a form approved by satisfactory to the Company and any broker designated by the Company to handle option exercises, Company, you may designate a third party who, on in the event of your death, will shall thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. your option. In the absence of such a designation, your executor or administrator of your estate will shall be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise. View More
Transferability. Except as otherwise provided in this Section 8, your (a) Restrictions on Transfer. Your option is shall not transferable, be transferable except by will or by the laws of descent and distribution, distribution and is shall be exercisable during your life lifetime only by you. (a) Certain Trusts. Upon receiving written permission from you; provided, however, that the Board or may, in its duly authorized designee, you may sole discretion, permit transfer of your option to options in a trust if you... are considered to be the sole beneficial owner (determined under Section 671 of the Code manner that is not prohibited by applicable tax and applicable state law) while the option is held in the trust. You and the trustee must enter into transfer and other agreements required by the Company. securities laws upon your request. (b) Domestic Relations Orders. Upon receiving written permission from Notwithstanding the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer foregoing, your option may be transferred pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) order; provided, however, that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If if your option is an Incentive Stock Option, the your option may shall be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) Beneficiary Designation. Upon receiving written permission from Notwithstanding the Board or its duly authorized designee, foregoing, you may, by delivering written notice to the Company, in a form approved provided by or otherwise satisfactory to the Company and any broker designated by the Company to handle effect option exercises, designate a third party who, on in the event of your death, will shall thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. your option. In the absence of such a designation, your the executor or administrator of your estate will shall be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise. option. View More
Transferability. (a) General. Except as otherwise provided in this Section 8, your option 5, this Award is not transferable, except by will or by the laws of descent and distribution, distribution and is exercisable during your life only by you. (a) Certain Trusts. Upon receiving written permission from prior to the Board or its duly authorized designee, time that shares of Common Stock in respect of this Award have been issued to you, you may transfer your option to a trust if you are considered to be the sole ...beneficial owner (determined under Section 671 not transfer, pledge, sell or otherwise dispose of any portion of the Code and applicable state law) while Restricted Stock Units or the option is held shares of Common Stock in respect of this Award. For example, you may not use any shares of Common Stock that may be issued in respect of this Award as security for a loan, nor may you transfer, pledge, sell or otherwise dispose of such shares. This restriction on transfer will lapse upon issuance to you of the trust. You and the trustee must enter into transfer and other agreements required by the Company. shares of Common Stock in respect of this Award. (b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option right to receive any distribution of Common Stock or other consideration under this Award, pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) applicable law that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss with the Company's General Counsel the proposed terms of any division of this option with the Company such transfer prior to finalizing the such domestic relations order or order, marital settlement agreement or other divorce or separation instrument to help ensure the required information is contained within the domestic relations order or order, marital settlement agreement. If your option is an Incentive Stock Option, the option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock agreement or other consideration resulting from such exercise. In the absence of such a designation, your executor divorce or administrator of your estate will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise. separation instrument. View More
Transferability. Except as otherwise provided in this Section 8, your option 5, this Award is not transferable, except by will or by the laws of descent and distribution, distribution and is exercisable during your life only by you. (a) Certain Trusts. Upon receiving written permission from prior to the Board or its duly authorized designee, time that shares of Common Stock in respect of this Award have been issued to you, you may transfer your option to a trust if you are considered to be the sole beneficial ow...ner (determined under Section 671 not transfer, pledge, sell or otherwise dispose of any portion of the Code and applicable state law) while Restricted Stock Units or the option is held shares of Common Stock in respect of this Award. For example, you may not use any shares of Common Stock that may be issued in respect of this Award as security for a loan, nor may you transfer, pledge, sell or otherwise dispose of such shares. This restriction on transfer will lapse upon issuance to you of the trust. You and the trustee must enter into transfer and other agreements required by the Company. (b) shares of Common Stock in respect of this Award. (a) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option right to receive any distribution of Common Stock or other consideration under this Award, pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) applicable law that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss with the Company's General Counsel the proposed terms of any division of this option with the Company such transfer prior to finalizing the such domestic relations order or order, marital settlement agreement or other divorce or separation instrument to help ensure the required information is contained within the domestic relations order or order, marital settlement agreement. If your option is an Incentive Stock Option, the option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock agreement or other consideration resulting from such exercise. In the absence of such a designation, your executor divorce or administrator of your estate will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise. separation instrument. View More
Transferability. Except as otherwise provided in this Section 8, your option 4, this Award is not transferable, except by will or by the laws of descent and distribution, distribution. (a) Limitations on Transfer; Compliance with "Blackout" Window Period. In addition to any other limitation on transfer created by applicable securities laws, you agree not to assign, hypothecate, donate, encumber or otherwise dispose of any interest in any of the shares of Common Stock subject to this Award until the shares are is...sued to you in accordance with this Award Agreement. After the shares have been issued to you, you are free to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any such actions are in compliance with the provisions herein, any applicable Company policies (including, but not limited to, insider trading and is exercisable during window period policies) and applicable securities laws. By accepting this Award, whether electronically or otherwise, you agree not to sell any such shares following a termination of your life only by you. (a) Continuous Service until the expiry of any "blackout" or other designated window period in which sales of shares of Common Stock are not permitted in place at the time of such termination. (b) Certain Trusts. Upon receiving written permission from the Board Company's General Counsel or its duly authorized his or her designee, you may transfer your option this Award to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option this Award is held in the trust. You trust, provided that you and the trustee must enter into transfer and other agreements required by the Company. (b) (c) Domestic Relations Orders. Upon receiving written permission from the Board Company's General Counsel or its duly authorized his or her designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option this Award pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) order that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option Award with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If your option is an Incentive Stock Option, the option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) order. 3 (d) Beneficiary Designation. Upon receiving written permission from the Board Company's General Counsel or its duly authorized his or her designee, you may, by delivering written notice to the Company, Company (including electronically) in a form approved provided by or otherwise satisfactory to the Company and any broker designated by the Company to handle option exercises, Company, designate a third party who, on in the event of your death, will shall thereafter be entitled to exercise this option and receive the any distribution of Common Stock or other consideration resulting from such exercise. to which you were entitled at the time of your death pursuant to this Award Agreement. In the absence of such a designation, your executor or administrator of your estate will shall be entitled to exercise this option and receive, on behalf of your estate, the any distribution of Common Stock or other consideration resulting from such exercise. to which you were entitled at the time of your death pursuant to this Award Agreement. View More
