a Stock Option or Stock-Settled SAR or the delivery of the shares to the Recipient upon vesting of a Performance Share Award, a
Restricted Share Award or a Restricted Stock Unit Award provided, in each instance, that all other applicable restrictions on transfer
of such shares (whether imposed by law, the listing requirements of an exchange on which shares of Common Stock are traded, the
terms of this Plan, the written agreement evidencing the Award or any share retention policy or share ownership guidelines of the
Company that are applicable to the Recipient) have lapsed. Notwithstanding the foregoing, the Committee may make an Award
(other than an Incentive Stock Option) of or amend the terms of an outstanding Non-statutory Stock Option, SAR, Performance
Share Award, Restricted Share Award or Restricted Stock Unit Award to permit the transfer or assignment of an Award by means of a
gift or court approved domestic relations order provided that the transferees are limited to (x) any combination of the Recipient, the
Recipient’s spouse or former spouse, or the Recipient’s children, (y) is made to a trust established for the exclusive benefit of one or
more of the persons identified in clause (x) in which the beneficiaries are prohibited from transferring or assigning their interests
except for transfers to other persons identified in clause (x), or (z) a partnership, limited liability company or other entity in which all
equity ownership interests are owned by persons identified in clause (x) and in which such equity ownership interests cannot be
transferred or assigned except for transfers to other persons identified in clause (x). Any transfer of an Award permitted by this
Section 13.5 shall be conditioned upon the Recipient and the transferee of such Award executing and delivering to the Company a
form of Transfer and Assumption as the Committee may request. Any subsequent transfers of transferred Awards shall be prohibited
except by will or by the laws of descent and distribution. Following any transfer, Awards shall continue to be subject to the same
terms and conditions as were applicable immediately prior to transfer, including any vesting or forfeiture provisions based on the
continued employment or service by the original Recipient. The events of termination of employment or service set forth in the
applicable award agreement shall continue to be applied with respect to the original Recipient, and all references to employment,
termination of employment, Disability or death of the Recipient shall continue to be applied with respect to the original Recipient.
Notwithstanding any transfer of an Award, the Recipient shall remain liable to the Company for any income tax withholding amounts
that the Company is required to withhold at the time the Award vests or is exercised or the shares subject to the Award are sold by
the transferee. The Committee shall have sole discretion in determining whether or not an Award is transferable within the limitations
set forth in this Section 13.5 and may exercise that discretion with respect to certain Awards or certain Recipients without being
bound to exercise that discretion in the same manner with respect to other similar Awards or other Recipients. Any purported
assignment, transfer or encumbrance that does not comply with the requirements of this Section 13.5 shall be void and
unenforceable against the Company.
13.6Repurchase of Awards. With the consent of the Recipient and upon approval of the Committee, the
Company may from time-to-time repurchase Awards by payment in cash in an amount equal to the net Fair Market Value of the
vested shares covered by the Award less any Exercise Price. Although the Committee is authorized by this Plan to make such
repurchases, Awards shall not be made with the expectation that they will be repurchased for cash and no Recipient shall have the
right to cause the Company to repurchase any Award without the consent of the Committee, which consent can be withheld by the
Committee in its sole discretion.
13.7Payment of Exercise Price or Tax Withholding with Other Securities. To the extent permitted
in Section 8.2, the Exercise Price and, to the extent permitted by Section 8.3, Section 9.7 and Section 10.7, above, the Tax
Withholding may be paid by the surrender of shares of Common Stock or other securities of the Company. Payment shall be made
by either (i) delivering to the Company the certificates or instruments representing such shares of Common Stock or other securities,
duly endorsed for transfer, or (ii) delivering to the Company an attestation in such form as the Company may deem appropriate with
respect to the Recipient’s ownership of the shares of Common Stock or other securities of the Company. For purposes of this
Section 13.7, shares of Common Stock shall be valued at their Fair Market Value as of the date of exercise with respect to the
exercise of a Stock Option or SAR or as of the day on which a Performance Share Award, Restricted Share Award or Restricted
Stock Unit Award vests or is paid. In addition to the foregoing, to the extent permitted by Section 8.3, Section 9.7 and Section 10.7,
above, the Tax Withholding may be paid by the application of shares which could be received upon exercise of a Stock Option or
Stock-Settled SAR or the application of shares which would otherwise be vesting under a Performance Share Award, Restricted
Share Award or Restricted Stock Unit Award, provided, however, that this net withholding of shares shall only be permitted up to
minimum legally required tax withholding amount required under federal, state and local income and payroll taxes and Tax
Withholding in excess of the minimum legally required tax withholding amount may only be satisfied in the manner previously
provided in this Section 13.7. This net withholding of shares shall be accomplished by crediting toward the Recipient’s Tax
Withholding obligation either (i) the difference between the Fair Market Value of a share of Common Stock and the Exercise Price of
the Stock Option or SAR or (ii) the Fair Market Value of a share of Common Stock with respect to a Performance Share Award,
Restricted Share Award or Restricted Stock Unit Award, in each instance rounded down to the nearest whole share. Any such net
withholding of shares shall be considered an exercise of the Stock Option or Stock-Settled SAR to the extent that shares are so
applied.
