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 7, this 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) 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 5 subject... to this Option until the shares are issued 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 window period policies) and applicable securities laws. By accepting this Option, whether electronically or otherwise, you agree not to sell any such shares following a termination of your employment with the Company for any reason 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 your 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 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 this Option 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 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) 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 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. order. If your option this Option is an Incentive Stock Option, the option this Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) (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 effect option exercises, designate a third party who, on in the event of your death, will shall thereafter be entitled to exercise this option 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 shall be entitled to exercise this option 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 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 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, respect of this Award. For example, you may transfer your option pursuant to the terms not use any shares 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) Common Stock that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division may be issued in respect of this option with the Company prior to finalizing the domestic relations order Award as security for a loan, nor may you transfer, pledge, sell 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 otherwise dispose of such transfer. (c) shares. This restriction on transfer will lapse upon issuance to you of the shares of Common Stock in respect of this Award. a. 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, effect transactions under the Plan, designate a third party who, on in the event of your death, will 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 Agreement. In the absence of such a designation, in the event of your death, the executor or administrator of your estate will be entitled to exercise this option and receive, on behalf of your estate, such Common Stock or other consideration. 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 right to receive any distribution of Common Stock or other consideration resulting from 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 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 such exercise. transfer prior to finalizing such domestic relations order, marital settlement agreement or other divorce or separation instrument to help ensure the required information is contained within the domestic relations order, marital settlement agreement or other divorce or 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. prior to the time that shares of Common Stock in respect of this Award have been issued to you, you may not transfer, pledge, sell or otherwise dispose of any portion of the Performance Restricted Stock Units or the shares of Common Stock in respect of this Award. For example, you ma...y 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 shares of Common Stock in respect of this Award. (a) Certain Trusts. Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your option may, by delivering written notice to the Company, in a trust if you are considered form approved by the Company and any broker designated by the Company to be effect transactions under the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held Plan, designate a third party who, in the trust. You and event of your death, will thereafter be entitled to receive any distribution of Common Stock or other consideration to which you were entitled at the trustee must enter into transfer and time of your death pursuant to this Agreement. In the absence of such a designation, in the event of your death, the executor or administrator of your estate will be entitled to receive, on behalf of your estate, such Common Stock or other agreements required by the Company. consideration. (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. prior to the time that shares of Common Stock in respect of this Award have been issued to you, you may not transfer, pledge, sell or otherwise dispose of any portion of the Restricted Stock Units or the shares of Common Stock in respect of this Award. For example, you may not use an...y 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 shares of Common Stock in respect of this Award. (a) Certain Trusts. Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your option may, by delivering written notice to the Company, in a trust if you are considered form approved by the Company and any broker designated by the Company to be effect transactions under the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held Plan, designate a third party who, in the trust. You and event of your death, will thereafter be entitled to receive any distribution of Common Stock or other consideration to which you were entitled at the trustee must enter into transfer and time of your death pursuant to this Agreement. In the absence of such a designation, in the event of your death, the executor or administrator of your estate will be entitled to receive, on behalf of your estate, such Common Stock or other agreements required by the Company. consideration. (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, 9, 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 a...nd 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
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 Stock Units or the shares in respect of your Stock Units. For example, you may not use shares that may be issued in respect of your 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 upon delivery to you of shares in this Section 8, re...spect of your option is vested Stock Units. (a) Death. Your Stock Units are not transferable, except transferable other than by will or and by the laws of descent and distribution, and is exercisable during your life only by you. (a) Certain Trusts. distribution. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your option may, by delivering written notice to the Company, in a trust if you are considered form provided by or otherwise satisfactory to be the sole beneficial owner (determined Company and any broker designated by the Company to effect transactions under Section 671 of the Code and applicable state law) while the option is held Plan, designate a third party who, in the trust. You and event of your death, will thereafter be entitled to receive any distribution of Common Stock or other consideration to which you were entitled at the trustee must enter into transfer and time of your death pursuant to this Award Agreement. In the absence of such a designation, your executor or administrator of your estate will be entitled to receive, on behalf of your estate, such Common Stock or other agreements required by the Company. consideration. (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 the distribution of Common Stock or other consideration under your Stock Units, 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 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 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, divorce or separation instrument. The Company is not obligated to allow you to transfer your executor or administrator of Award in connection with your estate will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock domestic relations order, marital settlement agreement or other consideration resulting from such exercise. divorce or separation instrument. View More
Transferability. Except as otherwise provided in this Section 8, your option is not assignable or transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. Without limiting the generality of the foregoing, your option may not be sold, assigned, transferred or otherwise disposed of, or pledged or hypothecated in any manner (whether by operation of law or otherwise), and shall not be subject to execution, attachment or other process. Any assignment, t...ransfer, sale, pledge, hypothecation or other disposition of your option or any attempt to make any such levy of execution, attachment or other process will cause your option to terminate immediately, unless the Chief Financial Officer of the Company, with advice from counsel, specifically waives applicability of this provision. (a) Certain Trusts. Upon receiving written permission from the Board or its duly authorized designee, Chief Financial Officer of the Company, with advice from counsel, 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, Chief Financial Officer of the Company, with advice from counsel, 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 this option is an Incentive Stock Option, the this 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, Chief Financial Officer of the Company, 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 within the 12 months following the date of your death (or such shorter exercise period as may be required by Section 6 above) and receive the Common Stock Shares 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 Shares or other consideration resulting from such exercise. ATTACHMENT I-5- 9. OPTION NOT A SERVICE CONTRACT. Your option is not an employment or service contract, and nothing in your option will be deemed to create in any way whatsoever any obligation on your part to continue in the employ or service of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment or service. In addition, nothing in your option will 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 member of the Company's Board or a consultant for the Company or an Affiliate. The Company and its Affiliates hereby reserve its rights to discharge and terminate your services at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between you and the Company or an Affiliate. View More
Transferability. Except as otherwise provided in this Section 8, your option 9, this 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) a. Certain Trusts. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your option this 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...this Option 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) 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 this 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) 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) agreement or other divorce or separation instrument. 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 upon your death, will thereafter be entitled to exercise this option Option and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, upon your death, the executor or administrator of your estate will be entitled to exercise this option Option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise. d. Option Shares. Other than as explicitly described in this Section 9(d), prior to the earlier of (i) the date that is six months and one day following the date on which you experience a "separation from service" (as such term is defined in Treasury Regulations Section 1.409A-1(h) without regard to any alternative definition thereunder) as a Director and (ii) a Change in Control that constitutes a "change in control event" (as determined under Treasury Regulations Section 1.409A-3(i)(5)), neither you nor any of your transferees (including any beneficiary, executor or administrator) will assign, alienate, pledge, attach, sell or otherwise transfer or encumber any shares of Common Stock acquired upon the exercise of this Option ("Option Shares"); provided that Option Shares may be transferred (A) for consideration on or following each date on which this Option is exercised, but solely with respect to that number of Option Shares having an aggregate Fair Market Value, determined at the time of such exercise, equal to the aggregate withholding tax liability, if any, incurred by you with respect to the Option Shares acquired upon such exercise; (B) by will or the laws of descent and distribution; (C) by you without consideration to (x) any person who is your "family member" as such term is used in the instructions to Form S-8 (collectively, the "Immediate Family Members"), or (y) a trust solely for the benefit of you and your Immediate Family Members; or (D) to any other transferee as may be approved by the Board in its sole discretion (collectively, the "Permitted Transferees"); provided that, in the case of clauses (C) or (D), you give the Board advance written notice describing the terms and conditions of the proposed transfer and the Board notifies you in writing that such a transfer is in compliance with the terms of this Agreement; provided, further, that, the restrictions upon any Option Shares transferred in accordance with clauses (C) or (D) of this Section 9(d) will apply to the Permitted Transferee, such transfer will be subject to the acceptance by the Permitted Transferee of the terms and conditions hereof, and any reference in this Section 9(d) to you will be deemed to refer to the Permitted Transferee. View More
Transferability. Except as otherwise provided in this Section 8, your option 9, this 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) a. Certain Trusts. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your option this 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...this Option 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) 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 this 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) 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) agreement or other divorce or separation instrument. 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 upon your death, will thereafter be entitled to exercise this option Option and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, upon your death, the executor or administrator of your estate will be entitled to exercise this option Option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise. d. Option Shares. Other than as explicitly described in this Section 9(d), prior to the earlier of (i) the date that is six months and one day following the date on which you experience a "separation from service" (as such term is defined in Treasury Regulations Section 1.409A-1(h) without regard to any alternative definition thereunder) as a Director and (ii) a Change in Control that constitutes a "change in control event" (as determined under Treasury Regulations Section 1.409A-3(i)(5)), neither you nor any of your transferees (including any beneficiary, executor or administrator) will assign, alienate, pledge, attach, sell or otherwise transfer or encumber any shares of Common Stock acquired upon the exercise of this Option ("Option Shares"); provided that Option Shares may be transferred (A) for consideration on or following each date on which this Option is exercised, but solely with respect to that number of Option Shares having an aggregate Fair Market Value, determined at the time of such exercise, equal to the Award Tax Liability, if any, incurred by you with respect to the Option Shares acquired upon such exercise; (B) by will or the laws of descent and distribution; (C) by you without consideration to (x) any person who is your "family member" as such term is used in the instructions to Form S-8 (collectively, the "Immediate Family Members"), or (y) a trust solely for the benefit of you and your Immediate Family Members; or (D) to any other transferee as may be approved by the Board in its sole discretion (collectively, the "Permitted Transferees"); provided that, in the case of clauses (C) or (D), you give the Board advance written notice describing the terms and conditions of the proposed transfer and the Board notifies you in writing that such a transfer is in compliance with the terms of this Agreement; provided, further, that, the restrictions upon any Option Shares transferred in accordance with clauses (C) or (D) of this Section 9(d) will apply to the Permitted Transferee, such transfer will be subject to the acceptance by the Permitted Transferee of the terms and conditions hereof, and any reference in this Section 9(d) to you will be deemed to refer to the Permitted Transferee. View More
Transferability. Except as otherwise provided in this Section 8, 10, your option is not transferable, transferable except by will or by the laws of descent and distribution, distribution and is 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 such extent as permitted by Rule 701, if applicable at the time of the gra...nt of the option and in a trust manner consistent with applicable tax and securities laws upon your request. Additionally, if your option is an Incentive Stock Option, the Board may permit you are considered to be transfer your option only to the sole beneficial owner (determined under Section 671 extent permitted by Sections 421, 422 and 424 of the Code and applicable state law) while the regulations and other guidance thereunder. Notwithstanding anything to the contrary in this Section 10 or otherwise in this Option Agreement, if at any period of time the Company is relying on Rule 12h-1(f), your option is held in transferrable during such period only to the trust. You and the trustee must enter into transfer and other agreements required by the Company. (b) extent permissible under Rule 12h-1(f). -5- (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 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 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. order. If your this option is an Incentive Stock Option, the this option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) (b) 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 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 your option and receive the Common Stock or other consideration resulting from such exercise. 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. View More
