Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. (b) Notwithstanding any other provision in this Agreement, with the consent of the Administrator, the Participant may transfer the Option (or any portion thereof) to any one or more Permitted Transferees (as defined below), subject to the following terms and conditions: (i) any portion of the Option transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.
Appears in 4 contracts
Sources: Stock Option Agreement (Spectranetics Corp), Stock Option Agreement (Spectranetics Corp), Stock Option Agreement (Spectranetics Corp)
Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, distribution unless and until the Option has been exercised, or the shares of Stock underlying the such Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the AdministratorCommittee, the Participant Option may transfer the Option (be transferred to, exercised by and paid to certain persons or any portion thereof) to any one or more Permitted Transferees (as defined below), subject entities related to the following terms and conditions: (i) any portion Optionee, including but not limited to members of the Option transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the ParticipantOptionee’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assetsfamily, charitable institutions, institutes or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent members of the voting interests, Optionee’s family or any to such other transferee specifically persons or entities as may be expressly approved by the Administrator after taking into account any state or federal tax or securities laws applicable Committee (each a “Permitted Transferee”), pursuant to transferable Options. Notwithstanding such conditions and procedures as the foregoingCommittee may require.
(c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), (i) in no event shall during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetime. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be transferable exercised by the Participant Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted such exercise pursuant to the extent that such transfer would cause Optionee’s will or the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 laws of the Codedescent and distribution.
Appears in 4 contracts
Sources: Stock Option Agreement (Renovis Inc), Stock Option Agreement (Renovis Inc), Stock Option Agreement (Sunesis Pharmaceuticals Inc)
Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, distribution unless and until the Option has been exercised, or the shares of Stock underlying the such Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the AdministratorCommittee and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Participant Option may transfer the Option (be transferred to, exercised by and paid to certain persons or any portion thereof) to any one or more Permitted Transferees (as defined below), subject entities related to the following terms and conditions: (i) any portion Optionee, including but not limited to members of the Option transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the ParticipantOptionee’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assetsfamily, charitable institutions, institutes or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent members of the voting interests, Optionee’s family or any to such other transferee specifically persons or entities as may be expressly approved by the Administrator after taking into account any state or federal tax or securities laws applicable Committee (each a “Permitted Transferee”), pursuant to transferable Options. Notwithstanding such conditions and procedures as the foregoingCommittee may require.
(c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), (i) in no event shall during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetime. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be transferable exercised by the Participant Optionee’s beneficiary designated in accordance with Section 10.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted such exercise pursuant to the extent that such transfer would cause Optionee’s will or the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 laws of the Codedescent and distribution.
Appears in 4 contracts
Sources: Stock Option Agreement (Santarus Inc), Stock Option Agreement (Orion Acquisition Corp Ii), Stock Option Agreement (Orion Acquisition Corp Ii)
Option Not Transferable. (a1) Subject to Section 5.2(b8(b)(2), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, distribution unless and until the Option has been exercised, or the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b2) Notwithstanding any other provision in this Agreement, with the consent of the AdministratorCommittee, the Participant Option may transfer the Option (be transferred to, exercised by and paid to certain persons or any portion thereof) to any one or more Permitted Transferees (as defined below), subject entities related to the following terms and conditions: (i) any portion Optionee, including but not limited to members of the Option transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the ParticipantOptionee’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assetsfamily, charitable institutions, institutes or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent members of the voting interests, Optionee’s family or any to such other transferee specifically persons or entities as may be expressly approved by the Administrator after taking into account any state or federal tax or securities laws applicable Committee (each a “Permitted Transferee”), pursuant to transferable Options. Notwithstanding such conditions and procedures as the foregoingCommittee may require.
(3) Unless transferred to a Permitted Transferee in accordance with Section 8(b)(2), (i) in no event shall during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetime. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 5(c), be transferable exercised by the Participant Optionee’s beneficiary designated in accordance with Section 8(b)(2). If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted such exercise pursuant to the extent that such transfer would cause Optionee’s will or the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 laws of the Codedescent and distribution.
Appears in 3 contracts
Sources: Employment Agreement (Renovis Inc), Employment Commencement Nonstatutory Stock Option Grant Notice and Stock Option Agreement (Renovis Inc), Employment Commencement Nonstatutory Stock Option Grant Notice and Stock Option Agreement (Renovis Inc)
Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the AdministratorAdministrator and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Participant may transfer the Option (or any portion thereof) to any one or more Permitted Transferees (as defined below), subject to the following terms and conditions: (i) any portion of the Option transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.
Appears in 2 contracts
Sources: Stock Option Agreement (Symmetricom Inc), Stock Option Agreement (Symmetricom Inc)
Option Not Transferable. (a) Subject to Section 5.2(b), Except as otherwise provided in subsection (b):
(i) Neither the Option may not nor any interest or right therein or part thereof shall be sold, pledged, assigned assigned, or transferred in any manner other than by will or the laws of descent and distributiondistribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until such Option has been exercised, or the shares of Stock underlying the such Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. ;
(ii) Neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Participant the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreementsubsection (a), the Optionee may, with the consent of the Administrator, the Participant may transfer the Option (or any portion thereof) to any one or more Permitted Transferees (as defined below)Transferees, subject to the following terms and conditions: (i) any portion of the Option transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant Optionee (other than the ability to further transfer the Option); and (iii) the Participant Optionee and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (MPG Office Trust, Inc.), Non Qualified Stock Option Agreement (MPG Office Trust, Inc.)
Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the AdministratorAdministrator and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Participant Option may transfer the Option (or any portion thereof) be transferred to any one or more Permitted Transferees (as defined below)Transferees, subject to the following terms and conditions: (iconditions set forth in Section 12.1(b) any portion of the Option Plan.
(c) Unless transferred to a Permitted Transferee shall not be assignable in accordance with Section 5.2(b), during the lifetime of Participant, only Participant may exercise the Option or transferable by any portion thereof. Subject to such conditions and procedures as the Administrator may require, a Permitted Transferee other than may exercise the Option or any portion thereof during Participant’s lifetime. After the death of Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.
Appears in 2 contracts
Sources: Stock Option Agreement (Ambassadors International Inc), Stock Option Agreement (Peerless Systems Corp)
Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the AdministratorAdministrator and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Participant may transfer the Option (or any portion thereof) to any one or more Permitted Transferees (as defined below), subject to the following terms and conditions: (i) any portion of the Option transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.
Appears in 2 contracts
Sources: Stock Option Agreement (Tilly's, Inc.), Stock Option Agreement (Tilly's, Inc.)
Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the AdministratorAdministrator and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Participant Option may transfer the Option (or any portion thereof) be transferred to any one or more Permitted Transferees (as defined below)Transferees, subject to the following terms and conditions: (i) any portion conditions set forth in Section 10.3 of the Option Plan.
(c) Unless transferred to a Permitted Transferee shall not be assignable in accordance with Section 5.2(b), during the lifetime of Participant, only Participant may exercise the Option or transferable by any portion thereof. Subject to such conditions and procedures as the Administrator may require, a Permitted Transferee other than may exercise the Option or any portion thereof during Participant's lifetime. After the death of Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by Participant's personal representative or by any person empowered to do so under the deceased Participant's will or under the then applicable laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.
Appears in 2 contracts
Sources: Stock Option Agreement (Loudeye Corp), Stock Option Agreement (Volcom Inc)
Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, distribution unless and until the Option has been exercised, or the shares of Stock underlying the such Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the AdministratorCommittee and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Participant Option may transfer the Option (be transferred to, and exercised by and paid to certain persons or any portion thereof) to any one or more Permitted Transferees (as defined below), subject entities related to the following terms and conditions: (i) any portion Optionee, including but not limited to members of the Option transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assetsOptionee's family, charitable institutions, institutes or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent members of the voting interests, Optionee's family or any to such other transferee specifically persons or entities as may be expressly approved by the Administrator after taking into account any state or federal tax or securities laws applicable Committee (each a "Permitted Transferee"), pursuant to transferable Options. Notwithstanding such conditions and procedures as the foregoingCommittee may require.
(c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), (i) in no event shall during the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof). Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee's lifetime. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option portion becomes unexercisable under Section 3.3, be transferable exercised by the Participant Optionee's beneficiary designated in accordance with Section 10.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted such exercise pursuant to the extent that such transfer would cause Optionee's will or the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 laws of the Codedescent and distribution.
Appears in 2 contracts
Sources: Stock Option Agreement (Cancervax Corp), Stock Option Agreement (Cancervax Corp)
Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the AdministratorAdministrator and to the extent the Option is designated as a Non-Qualified Stock Option, the Participant Option may transfer the Option (or any portion thereof) be transferred to, exercised by and paid to any one or more Permitted Transferees (as defined below)Transferees, subject to the following terms and conditions: (i) any portion conditions set forth in Section 9.3 of the Option Plan.
(c) Unless transferred to a Permitted Transferee shall not be assignable in accordance with Section 5.2(b), during the lifetime of Participant, only Participant may exercise the Option or transferable by any portion thereof. Subject to such conditions and procedures as the Administrator may require, a Permitted Transferee other than may exercise the Option or any portion thereof during Participant’s lifetime. After the death of Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.
Appears in 2 contracts
Sources: Stock Option Agreement (Calidi Biotherapeutics, Inc.), Stock Option Agreement (Calidi Biotherapeutics, Inc.)
Option Not Transferable. (a) Subject to Section 5.2(b)) hereof, the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the AdministratorAdministrator and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Participant may transfer the Option (or any portion thereof) to any one or more Permitted Transferees (as defined below), subject to the following terms and conditions: (i) any portion of the Option transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distributiondistribution or to another Permitted Transferee; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.
Appears in 2 contracts
Sources: Employment Agreement (Medytox Solutions, Inc.), Stock Option Agreement (Tegal Corp /De/)
Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the AdministratorAdministrator and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Participant Option may transfer the Option (or any portion thereof) be transferred to any one or more Permitted Transferees (as defined below)Transferees, subject to the following terms and conditions: (iconditions set forth in Section 11.3(b) any portion of the Option Plan.
(c) Unless transferred to a Permitted Transferee shall not be assignable in accordance with Section 5.2(b), during the lifetime of Participant, only Participant may exercise the Option or transferable by any portion thereof. Subject to such conditions and procedures as the Administrator may require, a Permitted Transferee other than may exercise the Option or any portion thereof during Participant’s lifetime. After the death of Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.
Appears in 2 contracts
Sources: Stock Option Agreement (Cbeyond Communications Inc), Stock Option Agreement (AeroVironment Inc)
Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the Administrator, the Participant may transfer the Option (or any portion thereof) to any one or more Permitted Transferees (as defined below), subject to the following terms and conditions: (i) any portion of the Option transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding .
(c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the foregoinglifetime of Participant, (i) in no event shall only Participant may exercise the Option be transferable by or any portion thereof. Subject to such conditions and procedures as the Participant to Administrator may require, a third party (other than Permitted Transferee may exercise the Company) for considerationOption or any portion thereof during Participant’s lifetime. After the death of Participant, and (ii) no transfer any exercisable portion of an Incentive Stock the Option will be permitted may, prior to the extent that such transfer would cause time when the Incentive Stock Option to fail to qualify as an “incentive stock option” becomes unexercisable under Section 422 3.3, be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of the Codedescent and distribution.
Appears in 1 contract
Option Not Transferable. (a) Subject to Section 5.2(b), Neither the Option may not nor any interest or right therein or part thereof shall be sold, pledged, assigned assigned, or transferred in any manner other than by will or the laws of descent and distributiondistribution and subject to consent of the Committee, pursuant to a DRO or to a "Permitted Transferee" (as defined below), unless and until such Option has been exercised, or the shares of Stock underlying the such Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein Any transfer to a "Permitted Transferee" shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the Administrator, the Participant may transfer the Option (or any portion thereof) to any one or more Permitted Transferees (as defined below), subject to the following terms and conditions: (i) any portion of the an Option transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by DRO or by will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions considerations of the Option as applicable to the Participant original holder (other than the ability to further transfer the Option); and (iii) the Participant Employee and the Permitted Transferee shall execute any and all documents reasonably requested by the Administrator, including, without limitation limitation, documents to (Aa) confirm the status of the transferee as a Permitted Transferee, (Bb) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (Cc) provide evidence of the transfer. For purposes ; (iv) the shares of this Section 5.2(b)Common Stock acquired by a Permitted Transferee through exercise of an Option have not been registered under the Securities Act, “Permitted Transferee” shall meanor any state securities act and may not be transferred, nor will any assignee or transferee thereof be recognized as an owner of such shares of Common Stock for any purpose, unless a registration statement under the Securities Act and any applicable state securities act with respect to a Participant, such shares shall then be in effect or unless the availability of an exemption from registration with respect to any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, proposed transfer or sister-in-law, including adoptive relationships, any person sharing disposition of such shares shall be established to the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management satisfaction of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than counsel for the Company) for consideration. As used in this Section 5.2, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code."
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Tegal Corp /De/)
Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distributiondistribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant Holder or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the AdministratorAdministrator and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Participant Option may transfer the Option (or any portion thereof) be transferred to any one or more Permitted Transferees (as defined below)Transferees, subject to the following terms and conditions: (i) any portion conditions set forth in Section 10.1 of the Option Plan.
(c) Unless transferred to a Permitted Transferee shall not be assignable in accordance with Section 5.2(b), during the lifetime of Holder, only Holder may exercise the Option or transferable by any portion thereof unless it has been disposed of pursuant to a DRO. After the Permitted Transferee other than by will or the laws death of descent and distribution; (ii) H▇▇▇▇▇, any exercisable portion of the Option which is transferred may, prior to a Permitted Transferee shall continue to be subject to all the terms and conditions of time when the Option as applicable to the Participant becomes unexercisable under [*] CERTAIN MATERIAL (other than the ability to further transfer the Option); and (iiiINDICATED BY AN ASTERISK) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transferHAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the CodeTHE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Appears in 1 contract
Sources: Stock Option Agreement (Leap Wireless International Inc)
Option Not Transferable. (a) Subject to Section 5.2(b5.3(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, distribution unless and until the Option has been exercised, or the shares of Stock underlying the such Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(ba) Notwithstanding any other provision in this Agreement, with the consent of the AdministratorBoard, the Option may be transferred to, and exercised by and paid to certain persons or entities related to the Participant, including but not limited to members of the Participant’s family, charitable institutions or trusts or other entities whose beneficiaries or beneficiary owners are members of the Participant’s family or to such other persons or entities as may be expressly approved by the Board (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Board may require.
(b) Unless transferred to a Permitted Transferee in accordance with Section 5.3(b), during the lifetime of the Participant, only the Participant may transfer exercise the Option (or any portion thereof) ). Subject to such conditions and procedures as the Board may require, a Permitted Transferee may exercise the Option or any one or more Permitted Transferees (as defined below)portion thereof during the Participant’s lifetime. After the death of the Participant, subject to the following terms and conditions: (i) any exercisable portion of the Option transferred may, prior to a Permitted Transferee shall not the time when the Option portion becomes unexercisable under Section 3.2, be assignable or transferable exercised by the Permitted Transferee other than Participant’s beneficiary designated in accordance with Paragraph XV(h) of the Plan. If no beneficiary has been designated or survives the Participant, the Option may be exercised by the person entitled to such exercise pursuant to the Participant’s will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.
Appears in 1 contract
Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the AdministratorAdministrator and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Participant Option may transfer the Option (or any portion thereof) be transferred to any one or more Permitted Transferees (as defined below)Transferees, subject to the following terms and conditions: (i) any portion conditions set forth in Section 10.3 of the Option Plan.
(c) Unless transferred to a Permitted Transferee shall not be assignable in accordance with Section 5.2(b), during the lifetime of Participant, only Participant may exercise the Option or transferable by any portion thereof. Subject to such conditions and procedures as the Administrator may require, a Permitted Transferee other than may exercise the Option or any portion thereof during Participant’s lifetime. After the death of Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.
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Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the AdministratorAdministrator and to the extent the Option is designated as a Non-Qualified Stock Option, the Participant Option may transfer the Option (be transferred to, exercised by and paid to certain persons or any portion thereof) entities related to any one or more Permitted Transferees (as defined below), subject to the following terms and conditions: (i) any portion of the Option transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the but not limited to members of Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assetsfamily, charitable institutions, institutions or trusts or other entities whose beneficiaries or beneficial owners are these persons members of Participant’s family (or the Participant) and/or charitable institutionseach, and any other entity in which these persons (or the Participant) own more than fifty percent a “Permitted Transferee”), subject to Section 8.3 of the voting interestsPlan and pursuant to such conditions and procedures as the Administrator may require.
(c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of Participant, only Participant may exercise the Option or any other transferee specifically approved by portion thereof. Subject to such conditions and procedures as the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoingmay require, (i) in no event shall a Permitted Transferee may exercise the Option be transferable by or any portion thereof during Participant’s lifetime. After the Participant to a third party (other than death of Participant, any exercisable portion of the Company) for considerationOption may, and (ii) no transfer of an Incentive Stock Option will be permitted prior to the extent that such transfer would cause time when the Incentive Stock Option to fail to qualify as an “incentive stock option” becomes unexercisable under Section 422 3.3, be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of the Codedescent and distribution.
Appears in 1 contract
Sources: Stock Option Agreement (Vizio, Inc.)
Option Not Transferable. (a) Subject to Section 5.2(b), the The Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distributiondistribution or, subject to the consent of the Committee, pursuant to a “DRO” (as defined in the Plan), unless and until the Option has been exercised, or the shares of Stock underlying the such Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with During the consent lifetime of the AdministratorOptionee, only the Participant Optionee may transfer exercise the Option (or any portion thereof), unless it has been disposed of with the consent of the Committee pursuant to a DRO. After the death of the Optionee, any exercisable portion of an Option may, prior to the time when such portion becomes unexercisable under the Plan or the Option Agreement, be exercised by the Optionee’s personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution.
(c) Notwithstanding the foregoing provisions of this Section 5.2, if designated as a Non-Qualified Stock Option, the Option may be transferred by the Optionee, in writing and with prior written notice to the Committee, to any one or more Permitted Transferees (as defined below), subject to the following terms and conditions: (i) any portion of the Option Option, as transferred to a Permitted Transferee Transferee, shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the Option which is Option, as transferred to a Permitted Transferee Transferee, shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant Optionee (other than the ability to further transfer the Option); and (iii) the Participant Optionee and the Permitted Transferee shall execute any and all documents requested by the AdministratorCommittee, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.as
Appears in 1 contract
Option Not Transferable. (a) Subject to Section 5.2(b)4.1 hereof, the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distributiondistribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until the shares of Stock Option has been exercised and the Shares underlying the Option have been issued, and all restrictions applicable to such shares of Stock Shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy)) unless and until the Option has been exercised, and any attempted disposition thereof prior to exercise shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
. During the lifetime of the Participant, only the Participant may exercise the Option (b) or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of the Participant, any exercisable portion of the Option may, prior to the time when such portion becomes unexercisable under the Plan or this Agreement, be exercised by the Participant’s personal representative or by any person empowered to do so under the deceased the Participant’s will or under the then- applicable laws of descent and distribution. Notwithstanding any other provision in this Agreement, the Participant may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to the Option upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and this Agreement, except to the extent the Plan and this Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Administrator. If the Participant is married or a domestic partner in a domestic partnership qualified under Applicable Law and resides in a community property state, a designation of a person other than the Participant’s spouse or domestic partner, as applicable, as his or her beneficiary with respect to more than 50% of the Participant’s interest in the Option shall not be effective without the prior written consent of the AdministratorParticipant’s spouse or domestic partner. If no beneficiary has been designated or survives the Participant, the Participant may transfer the Option (or any portion thereof) to any one or more Permitted Transferees (as defined below), subject payment shall be made to the following terms and conditions: (i) any portion of person entitled thereto pursuant to the Option transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by Participant’s will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable . Subject to the Participant (other than the ability to further transfer the Option); and (iii) foregoing, a beneficiary designation may be changed or revoked by the Participant and at any time provided the Permitted Transferee shall execute any and all documents requested by change or revocation is filed with the Administrator, including, without limitation documents Administrator prior to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Codedeath.
Appears in 1 contract
Option Not Transferable. (a) Subject to Section 5.2(b4.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, distribution unless and until the Option has been exercised, or the shares of Stock underlying the such Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the AdministratorCommittee, the Participant Option may transfer the Option (be transferred to, exercised by and paid to certain persons or any portion thereof) to any one or more Permitted Transferees (as defined below), subject entities related to the following terms and conditions: (i) any portion Optionee, including but not limited to members of the Option transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the ParticipantOptionee’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assetsfamily, charitable institutions, institutes or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent members of the voting interests, Optionee’s family or any to such other transferee specifically persons or entities as may be expressly approved by the Administrator after taking into account any state Committee (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Committee may require. Any permitted transfer will be subject to the condition that the Committee receive evidence satisfactory to it that the transfer is being made for estate and/or tax planning purposes (or federal tax to a “blind trust” in connection with the Optionee’s Termination of Service with the Company or securities laws applicable a Subsidiary to transferable Options. Notwithstanding assume a position with a governmental, charitable, educational or similar non-profit institution) and on a basis consistent with the foregoingCompany’s lawful issue of securities.
(c) Unless transferred to a Permitted Transferee in accordance with Section 4.2(b), (i) in no event shall during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof during the Optionee’s lifetime. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 2.3, be transferable exercised by the Participant Optionee’s beneficiary designated in accordance with Section 10.4 of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted such exercise pursuant to the extent that such transfer would cause Optionee’s will or the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 laws of the Codedescent and distribution.
Appears in 1 contract
Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the AdministratorCorporation, the Participant Option may transfer be transferred to a trust established exclusively for the Optionee and/or one or more Family Members.
(c) Unless transferred in accordance with Section 5.2(b), during the lifetime of Optionee, only Optionee may exercise the Option (or any portion thereof. Subject to such conditions and procedures as the Corporation may require, a person or persons who acquire a proprietary interest in this Option pursuant to a transfer in accordance with Section 5.2(b) to may exercise this Option or any portion thereof during Optionee’s lifetime.
(d) Notwithstanding the foregoing, Optionee may designate one or more Permitted Transferees persons as the beneficiary or beneficiaries of this Option, and this Option shall (as defined belowif it is outstanding), subject to the following terms and conditions: (i) any portion of the Option in accordance with such designation, automatically be transferred to a Permitted Transferee such beneficiary or beneficiaries upon Optionee’s death. Such beneficiary or beneficiaries shall not be assignable or transferable by take the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the transferred Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the applicable agreement evidencing each such transferred Option, including (without limitation) the limited time period during which the Option as applicable may be exercised following Optionee’s death.
(e) Subject to Section 5.2(d), after the death of Optionee, any exercisable portion of this Option may, prior to the Participant (other than time when the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested Option becomes unexercisable under Section 3.3, be exercised by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, Optionee’s personal representative or sister-in-law, including adoptive relationships, by any person sharing empowered to do so under the Participantdeceased Optionee’s household (other than a tenant will or employee), a trust in which these persons (or under the Participant) control the management then applicable laws of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, descent and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Codedistribution.
Appears in 1 contract
Option Not Transferable. (a) Subject to Section 5.2(b)Without the prior written consent of the Company, the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution. Notwithstanding the foregoing, unless however, Optionee may designate (on a form or forms provided by, and until in the shares manner otherwise approved by the Company) one or more beneficiaries to receive all or part of Stock underlying the Option have been issuedin case of Optionee's death, and all restrictions applicable may change or revoke such designation at any time, and in the event of Optionee's death, any portion of the Option that is subject to such shares designation shall be distributed to such beneficiary or beneficiaries, subject to all of Stock have lapsedthe terms of the Option. Any portion of the Option for which a beneficiary is not so designated shall be distributable to Optionee's estate, subject to all of the terms of the Option.
(b) Neither the Option nor any interest or right therein in the Option shall be liable for the debts, contracts or engagements of Participant Optionee or his or her Optionee's successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(bc) Notwithstanding any other provision in this AgreementDuring Optionee's lifetime, with the consent of the Administrator, the Participant only Optionee may transfer exercise the Option (or any portion thereof) to any one or more Permitted Transferees (as defined below). After the death of Optionee, subject to the following terms and conditions: (i) any portion of the Option transferred not previously exercised may, prior to a Permitted Transferee shall not the Expiration Date, be assignable exercised by Optionee's personal representative or transferable by any person empowered to exercise the Permitted Transferee other than by Option under Optionee's will or under the then applicable laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.
Appears in 1 contract
Sources: Incentive Stock Option Agreement (Dayton Superior Corp)
Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the AdministratorPlan Administrator and to the extent the Option is not intended to qualify as an Incentive Option, the Participant Option may transfer be transferred to one or more Family Members of the Optionee or to a trust established exclusively for the Optionee and/or one or more such Family Member, subject to the terms and conditions set forth in Article Two, Section I(F)(ii) of the Plan.
(c) Unless transferred in accordance with Section 5.2(b), during the lifetime of Optionee, only Optionee may exercise the Option (or any portion thereof. Subject to such conditions and procedures as the Plan Administrator may require, a person or persons who acquire a proprietary interest in this Option pursuant to a transfer in accordance with Section 5.2(b) to may exercise this Option or any portion thereof during Optionee’s lifetime.
(d) Notwithstanding the foregoing, Optionee may designate one or more Permitted Transferees persons as the beneficiary or beneficiaries of this Option, and this Option shall (as defined belowif it is outstanding), subject to the following terms and conditions: (i) any portion of the Option in accordance with such designation, automatically be transferred to a Permitted Transferee such beneficiary or beneficiaries upon Optionee’s death. Such beneficiary or beneficiaries shall not be assignable or transferable by take the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the transferred Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the applicable agreement evidencing each such transferred Option, including (without limitation) the limited time period during which the Option as applicable may be exercised following Optionee’s death.
(e) Subject to Section 5.2(d), after the death of Optionee, any exercisable portion of this Option may, prior to the Participant (other than time when the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested Option becomes unexercisable under Section 3.3, be exercised by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, Optionee’s personal representative or sister-in-law, including adoptive relationships, by any person sharing empowered to do so under the Participantdeceased Optionee’s household (other than a tenant will or employee), a trust in which these persons (or under the Participant) control the management then applicable laws of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, descent and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Codedistribution.
Appears in 1 contract
Sources: Stock Option Agreement (Strasbaugh)
Option Not Transferable. (a) Subject to Section 5.2(b)Without the prior written consent of the Company, the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution. Notwithstanding the foregoing, unless however, Optionee may designate (on a form or forms provided by, and until in the shares manner otherwise approved by, the Company) one or more beneficiaries to receive all or part of Stock underlying the Option have been issuedin case of Optionee's death, and all restrictions applicable may change or revoke such designation at any time, and in the event of Optionee's death, any portion of the Option that is subject to such shares designation shall be distributed to such beneficiary or beneficiaries, subject to all of Stock have lapsedthe terms of the Option. Any portion of the Option for which a beneficiary is not so designated shall be distributable to Optionee's estate, subject to all of the terms of the Option.
(b) Neither the Option nor any interest or right therein in the Option shall be liable for the debts, contracts or engagements of Participant Optionee or his or her Optionee's successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(bc) Notwithstanding any other provision in this AgreementDuring Optionee's lifetime, with the consent of the Administrator, the Participant only Optionee may transfer exercise the Option (or any portion thereof) to any one or more Permitted Transferees (as defined below). After the death of Optionee, subject to the following terms and conditions: (i) any portion of the Option transferred not previously exercised may, prior to a Permitted Transferee shall not the Expiration Date, be assignable exercised by Optionee's personal representative or transferable by any person empowered to exercise the Permitted Transferee other than by Option under Optionee's will or under the then applicable laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.
Appears in 1 contract
Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, distribution unless and until the Option has been exercised, or the shares of Stock underlying the such Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the AdministratorCommittee and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Participant Option may transfer the Option (be transferred to, exercised by and paid to certain persons or any portion thereof) to any one or more Permitted Transferees (as defined below), subject entities related to the following terms and conditions: (i) any portion Optionee, including but not limited to members of the Option transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the ParticipantOptionee’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assetsfamily, charitable institutions, institutes or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent members of the voting interests, Optionee’s family or any to such other transferee specifically persons or entities as may be expressly approved by the Administrator after taking into account any state or federal tax or securities laws applicable Committee (each a “Permitted Transferee”), pursuant to transferable Options. Notwithstanding such conditions and procedures as the foregoingCommittee may require.
(c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), (i) in no event shall during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof in accordance with this Agreement. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be transferable exercised by the Participant Permitted Transferee or the Optionee’s beneficiary designated in accordance with Section 10.4 of the Plan, as applicable. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted such exercise pursuant to the extent that such transfer would cause Optionee’s will or the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 laws of the Codedescent and distribution.
Appears in 1 contract
Sources: Stock Option Agreement (Sunesis Pharmaceuticals Inc)
Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, distribution unless and until the Option has been exercised, or the shares of Stock underlying the such Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the AdministratorCommittee, the Participant Option may transfer the Option (be transferred to, exercised by and paid to certain persons or any portion thereof) to any one or more Permitted Transferees (as defined below), subject entities related to the following terms and conditions: (i) any portion Optionee, including but not limited to members of the Option transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the ParticipantOptionee’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assetsfamily, charitable institutions, institutes or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent members of the voting interests, Optionee’s family or any to such other transferee specifically persons or entities as may be expressly approved by the Administrator after taking into account any state or federal tax or securities laws applicable Committee (each a “Permitted Transferee”), pursuant to transferable Options. Notwithstanding such conditions and procedures as the foregoingCommittee may require.
(c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), (i) in no event shall during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof in accordance with this Agreement. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be transferable exercised by the Participant Permitted Transferee or the Optionee’s beneficiary designated in accordance with Section 9.4 of the Plan, as applicable. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted such exercise pursuant to the extent that such transfer would cause Optionee’s will or the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 laws of the Codedescent and distribution.
Appears in 1 contract
Sources: Stock Option Agreement (Sunesis Pharmaceuticals Inc)
Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the Administrator, the Participant may transfer the Option (or any portion thereof) to any one or more Permitted Transferees (as defined below), subject to the following terms and conditions: (i) any portion of the Option transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, a transferee pursuant to a domestic relations order or sister-in-law, including adoptive relationships, any person sharing a transferee by gift who is a “family member” (as defined in General Instruction A(5) to Form S-8 under the Securities Act of 1933) of the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.
Appears in 1 contract
Option Not Transferable. (a) Subject to Section 5.2(b)4.1 hereof, the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock Shares underlying the Option have been issued, and all restrictions applicable to such shares of Stock Shares have lapsed. In addition, the Option and the Shares may not be hedged, including (without limitation) any short sale or any acquisition or disposition of any put or call option or other instrument tied to the value of the Option. Neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) . Notwithstanding any other provision in this Agreementthe foregoing, with the consent of the Administrator, if the Option is a Non-Qualified Stock Option, it may be transferred to Permitted Transferees pursuant to any conditions and procedures the Administrator may require; provided that the Options may not be transferred for value or consideration. Participant may transfer direct the Option (or Company to record the ownership of any portion thereof) to any one or more Permitted Transferees (as defined below), Shares subject to the following terms and conditions: (i) any portion Option which in fact are issued in connection with the exercise of the Option transferred to hereunder in the name of a Permitted Transferee shall not be assignable revocable living trust established for the exclusive benefit of Participant or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and his or her spouse. Participant may make such a beneficiary designation or ownership directive at any time by filing the Permitted Transferee shall execute any and all documents requested by appropriate form with the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.
Appears in 1 contract
Sources: Stock Option Agreement (Cognizant Technology Solutions Corp)
Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant Holder or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the Administrator, and to the Participant may transfer extent the Option (or any portion thereof) is not intended to any one or more Permitted Transferees (qualify as defined below)an Incentive Stock Option, subject to the following terms and conditions: (i) any portion of the Option may be transferred to, exercised by and paid to a Permitted Transferee shall not be assignable certain persons or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the Option which is transferred entities related to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-lawHolder, including adoptive relationships, any person sharing the Participantbut not limited to members of Holder’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assetsfamily, charitable institutions, institutions or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) members of Holder’s family and/or charitable institutions, and any or to such other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically entities as may be expressly approved by the Administrator after taking into account any state (each a “Permitted Transferee”), pursuant to such conditions and procedures as the Administrator may require. Any permitted transfer will be subject to the condition that the Committee receive evidence satisfactory to it that the transfer is being made for estate and/or tax planning purposes (or federal tax to a “blind trust” in connection with ▇▇▇▇▇▇’s Termination of Service with the Company or securities laws applicable a Subsidiary to transferable Options. Notwithstanding assume a position with a governmental, charitable, educational or similar non-profit institution) and on a basis consistent with the foregoingCompany’s lawful issue of securities.
(c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), (i) in no event shall during the lifetime of Holder, only Holder may exercise the Option be transferable by or any portion thereof. After the Participant to a third party (other than death of ▇▇▇▇▇▇, any exercisable portion of the Company) for considerationOption may, and (ii) no transfer of an Incentive Stock Option will be permitted prior to the extent that such transfer would cause time when the Incentive Stock Option to fail to qualify as an “incentive stock option” becomes unexercisable under Section 422 3.3, be exercised by ▇▇▇▇▇▇’s personal representative or by any person empowered to do so under the deceased ▇▇▇▇▇▇’s will or under the then applicable laws of the Codedescent and distribution.
Appears in 1 contract
Option Not Transferable. (a) Subject to Section 5.2(b), Neither the Option may not nor any interest or right therein or part thereof shall be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the Option has been exercised, or the shares of Stock underlying the such Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Participant the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with During the consent lifetime of the AdministratorOptionee, only the Participant Optionee may transfer exercise the Option (or any portion thereof). After the death of the Optionee, any exercisable portion of an Option may, prior to the time when such portion becomes unexercisable under the Plan or the Option Agreement, be exercised by the Optionee’s personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution.
(c) Notwithstanding the foregoing provisions of this Section 4.2, the Option may be transferred by the Optionee, in writing and with prior written notice to the Committee, to any one or more Permitted Transferees (as defined below), subject to the following terms and conditions: (i) any portion of the Option Option, as transferred to a Permitted Transferee Transferee, shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the Option which is Option, as transferred to a Permitted Transferee Transferee, shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant Optionee (other than the ability to further transfer the Option); and (iii) the Participant Optionee and the Permitted Transferee shall execute any and all documents requested by the AdministratorCommittee, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(bsubsection (c), “Permitted Transferee” shall mean, with respect to a Participantthe Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the ParticipantOptionee’s household (other than a tenant or employee), a trust in which these persons (or the ParticipantOptionee) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the ParticipantOptionee) own more than fifty percent (50%) of the voting interests, or any other transferee specifically approved by the Administrator Committee (or the Board, in the case of Options granted to an Independent Director) after taking into account any state or federal tax or securities laws applicable to transferable Non-Qualified Stock Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Cherokee Inc)
Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the Administrator, the Participant may transfer the Option (or any portion thereof) to any one or more Permitted Transferees (as defined below), subject to the following terms and conditions: (i) any portion of the Option transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s 's household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.
Appears in 1 contract
Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the AdministratorAdministrator and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Participant Option may transfer the Option (or any portion thereof) be transferred to any one or more Permitted Transferees (as defined below)Transferees, subject to the following terms and conditions: (iconditions set forth in Section 9.3(b) any portion of the Option Plan.
(c) Unless transferred to a Permitted Transferee shall not be assignable in accordance with Section 5.2(b), during the lifetime of Participant, only Participant may exercise the Option or transferable by any portion thereof. Subject to such conditions and procedures as the Administrator may require, a Permitted Transferee other than may exercise the Option or any portion thereof during Participant’s lifetime. After the death of Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.
Appears in 1 contract
Option Not Transferable. (a) Subject to Section 5.2(b), the The Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distributiondistribution or, subject to the consent of the Board, pursuant to a “DRO” (as defined in the Plan), unless and until the Option has been exercised, or the shares of Stock underlying the such Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with During the consent lifetime of the AdministratorOptionee, only the Participant Optionee may transfer exercise the Option (or any portion thereof), unless it has been disposed of with the consent of the Board pursuant to a DRO. After the death of the Optionee, any exercisable portion of an Option may, prior to the time when such portion becomes unexercisable under the Plan or the Option Agreement, be exercised by the Optionee’s personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution.
(c) Notwithstanding the foregoing provisions of this Section 5.2, if designated as a Non-Qualified Stock Option, the Option may be transferred by the Optionee, in writing and with prior written notice to the Board, to any one or more Permitted Transferees (as defined below), subject to the following terms and conditions: (i) any portion of the Option Option, as transferred to a Permitted Transferee Transferee, shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the Option which is Option, as transferred to a Permitted Transferee Transferee, shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant Optionee (other than the ability to further transfer the Option); and (iii) the Participant Optionee and the Permitted Transferee shall execute any and all documents requested by the AdministratorBoard, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(bsubsection (c), “Permitted Transferee” shall mean, with respect to a Participantthe Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the ParticipantOptionee’s household (other than a tenant or employee), a trust in which these persons (or the ParticipantOptionee) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the ParticipantOptionee) own more than fifty percent (50%) of the voting interests, or any other transferee specifically approved by the Administrator Board after taking into account any state or federal tax or securities laws applicable to transferable Non-Qualified Stock Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.
Appears in 1 contract
Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock Shares underlying the Option have been issued, and all restrictions applicable to such shares of Stock Shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the AdministratorAdministrator and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Participant Option may transfer the Option (or any portion thereof) be transferred to any one or more members of the Participant’s immediate family, to trusts for the benefit of such family members, or to partnerships in which such family members are the only partners, or to limited liability companies in which such family members are the only members (each a “Permitted Transferees (as defined belowTransferee”), subject to the following terms and conditions: (i) any portion of the Option transferred to a Permitted Transferee shall not be assignable or transferable by provided that the Permitted Transferee other than by will or agrees in writing with the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue Company to be subject to bound by all of the terms and conditions of the Plan and this Option as applicable Agreement.
(c) Unless transferred to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the a Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this in accordance with Section 5.2(b), “during the lifetime of Participant, only the Participant may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Administrator may require, a Permitted Transferee” shall mean, with respect to a Transferee may exercise the Option or any portion thereof during Participant’s lifetime. After the death of Participant, any childexercisable portion of the Option may, stepchildprior to the time when the Option becomes unexercisable under Section 3.3, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, be exercised by Participant’s personal representative or sister-in-law, including adoptive relationships, by any person sharing empowered to do so under the deceased Participant’s household (other than a tenant will or employee), a trust in which these persons (or under the Participant) control the management then applicable laws of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, descent and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Codedistribution.
Appears in 1 contract
Option Not Transferable. (a) Subject to Section 5.2(b), the The Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distributiondistribution or pursuant to a “DRO” (as defined in the Plan), unless and until the Option has been exercised, or the shares of Stock underlying the such Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with During the consent lifetime of the AdministratorOptionee, only the Participant Optionee may transfer exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO. After the death of the Optionee, any exercisable portion of an Option may, prior to the time when such portion becomes unexercisable under the Plan or the Option Agreement, be exercised by the Optionee’s personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution.
(c) Notwithstanding the foregoing provisions of this Section 5.2 of the Plan, and subject to the requirements of Section 260.140.41 of Title 10 of the California Code of Regulations (to the extent applicable), the Option may be transferred by the Optionee, in writing and with prior written notice to the Committee, to any one or more Permitted Transferees (as defined below), subject to the following terms and conditions: (i) any portion of the Option Option, as transferred to a Permitted Transferee Transferee, shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the Option which is Option, as transferred to a Permitted Transferee Transferee, shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant Optionee (other than the ability to further transfer the Option); and (iii) the Participant Optionee and the Permitted Transferee shall execute any and all documents requested by the AdministratorCommittee, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(bsubsection (c), “Permitted Transferee” shall mean, with respect to a Participantthe Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the ParticipantOptionee’s household (other than a tenant or employee), a trust in which these persons (or the ParticipantOptionee) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the ParticipantOptionee) own more than fifty percent (50%) of the voting interests, or any other transferee specifically approved by the Administrator Committee after taking into account any state or federal tax or securities laws applicable to transferable Non-Qualified Stock Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Gen Probe Inc)
Option Not Transferable. (a) Subject to Section 5.2(b)4.1 hereof, the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distributiondistribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until the shares of Stock Option has been exercised and the Shares underlying the Option have been issued, and all restrictions applicable to such shares of Stock Shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy)) unless and until the Option has been exercised, and any attempted disposition thereof prior to exercise shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) During the lifetime of Participant, only Participant may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of Participant, any exercisable portion of the Option may, prior to the time when such portion becomes unexercisable under this Agreement, be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then-applicable laws of descent and distribution.
(c) Notwithstanding any other provision in this Agreement, with Participant may, in the consent of manner determined by the Administrator, designate a beneficiary to exercise the rights of Participant may transfer and to receive any distribution with respect to the Option (upon Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any portion thereof) rights pursuant to this Agreement is subject to all terms and conditions of this Agreement, except to the extent this Agreement otherwise provides, and to any one additional restrictions deemed necessary or appropriate by the Administrator. If Participant is married or a domestic partner in a domestic partnership qualified under Applicable Law and resides in a community property state, a designation of a person
515812334v.1 other than Participant’s spouse or domestic partner, as applicable, as his or her beneficiary with respect to more Permitted Transferees (as defined below), subject to the following terms and conditions: (i) any portion than 50% of Participant’s interest in the Option transferred to a Permitted Transferee shall not be assignable effective without the prior written consent of Participant’s spouse or transferable by domestic partner. If no beneficiary has been designated or survives Participant, payment shall be made to the Permitted Transferee other than by person entitled thereto pursuant to Participant’s will or the laws of descent and distribution; (ii) any portion of the Option which is transferred . Subject to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall a beneficiary designation may be changed or revoked by Participant at any time provided the Option be transferable by change or revocation is filed with the Participant Administrator prior to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the CodeParticipant’s death.
Appears in 1 contract
Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, distribution unless and until the Option has been exercised, or the shares of Stock underlying the such Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the AdministratorCommittee the Option may be transferred to, and exercised by and paid to certain persons or entities related to the Participant Optionee, including but not limited to members of the Optionee's family, charitable institutes or trusts or other entities whose beneficiaries or beneficiary owners are members of the Optionee's family or to such other persons or entities as may transfer be expressly approved by the Committee (each a "Permitted Transferee"), pursuant to such conditions and procedures as the Committee may require.
(c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof) ). Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any one or more Permitted Transferees (as defined below)portion thereof during the Optionee's lifetime. After the death of the Optionee, subject to the following terms and conditions: (i) any exercisable portion of the Option transferred may, prior to a Permitted Transferee shall not the time when the Option portion becomes unexercisable under Section 3.3, be assignable or transferable exercised by the Permitted Transferee other than Optionee's beneficiary designated in accordance with Section 5(b)(v) of the Plan. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to such exercise pursuant to the Optionee's will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.
Appears in 1 contract
Sources: Stock Option Agreement (Gentek Inc)
Option Not Transferable. (a) Subject to Section 5.2(b), Neither the Option may not nor any interest or right therein or part thereof shall be sold, pledged, assigned assigned, or transferred in any manner other than by will or the laws of descent and distributiondistribution and subject to consent of the Committee, pursuant to a DRO or to a “Permitted Transferee” (as defined below), unless and until such Option has been exercised, or the shares of Stock underlying the such Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein Any transfer to a “Permitted Transferee” shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the Administrator, the Participant may transfer the Option (or any portion thereof) to any one or more Permitted Transferees (as defined below), subject to the following terms and conditions: (i) any portion of the an Option transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by DRO or by will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions considerations of the Option as applicable to the Participant original holder (other than the ability to further transfer the Option); and (iii) the Participant Employee and the Permitted Transferee shall execute any and all documents reasonably requested by the Administrator, including, without limitation limitation, documents to (Aa) confirm the status of the transferee as a Permitted Transferee, (Bb) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (Cc) provide evidence of the transfer. For purposes ; (iv) the shares of this Section 5.2(b)Common Stock acquired by a Permitted Transferee through exercise of an Option have not been registered under the Securities Act, “Permitted Transferee” shall meanor any state securities act and may not be transferred, nor will any assignee or transferee thereof be recognized as an owner of such shares of Common Stock for any purpose, unless a registration statement under the Securities Act and any applicable state securities act with respect to a Participant, such shares shall then be in effect or unless the availability of an exemption from registration with respect to any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, proposed transfer or sister-in-law, including adoptive relationships, any person sharing disposition of such shares shall be established to the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management satisfaction of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than counsel for the Company) for consideration. As used in this Section 5.2, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Tegal Corp /De/)
Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, distribution unless and until the Option has been exercised, or the shares of Stock underlying the such Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the Administrator, the Participant may transfer Committee the Option (may be transferred to, exercised by and paid to certain persons or any portion thereof) to any one or more Permitted Transferees (as defined below), subject entities related to the following terms and conditions: (i) any portion Optionee, including but not limited to members of the Option transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the ParticipantOptionee’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assetsfamily, charitable institutions, institutes or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent members of the voting interests, Optionee’s family or any to such other transferee specifically persons or entities as may be expressly approved by the Administrator after taking into account any state or federal tax or securities laws applicable Committee (each a “Permitted Transferee”), pursuant to transferable Options. Notwithstanding such conditions and procedures as the foregoingCommittee may require.
(c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), (i) in no event shall during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Committee may require, a Permitted Transferee may exercise the Option or any portion thereof in accordance with this Agreement. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be transferable exercised by the Participant Permitted Transferee or the Optionee’s beneficiary designated in accordance with Section 10.4 of the Plan, as applicable. If no beneficiary has been designated or survives the Optionee, the Option may be exercised by the person entitled to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted such exercise pursuant to the extent that such transfer would cause Optionee’s will or the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 laws of the Codedescent and distribution.
Appears in 1 contract
Sources: Stock Option Agreement (Sunesis Pharmaceuticals Inc)
Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned assigned, or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts contracts, or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the AdministratorAdministrator and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Participant Option may transfer the Option (or any portion thereof) be transferred to any one or of more Permitted Transferees (as defined below), subject to the following terms and conditions: (iconditions set forth in Section 12.1(b) any portion of the Option Plan.
(c) Unless transferred to a Permitted Transferee shall not be assignable in accordance with Section 5.2(b), during the lifetime of the Participant, only Participant may exercise the Option or transferable by any portion thereof. Subject to such conditions and procedures as the Administrator may require, a Permitted Transferee other than may exercise the Option or any portion thereof during Participant’s lifetime. After the death of Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3., be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.
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Option Not Transferable. (a) Subject to Section 5.2(b), the The Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distributiondistribution or, subject to the consent of the Committee, pursuant to a “DRO” (as defined in the Plan), unless and until the Option has been exercised, or the shares of Stock underlying the such Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with During the consent lifetime of the AdministratorOptionee, only the Participant Optionee may transfer exercise the Option (or any portion thereof), unless it has been disposed of with the consent of the Committee pursuant to a DRO. After the death of the Optionee, any exercisable portion of an Option may, prior to the time when such portion becomes unexercisable under the Plan or the Option Agreement, be exercised by the Optionee’s personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution.
(c) Notwithstanding the foregoing provisions of this Section 5.2, if designated as a Non-Qualified Stock Option, the Option may be transferred by the Optionee, in writing and with prior written notice to the Committee, to any one or more Permitted Transferees (as defined below), subject to the following terms and conditions: (i) any portion of the Option Option, as transferred to a Permitted Transferee Transferee, shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any portion of the Option which is Option, as transferred to a Permitted Transferee Transferee, shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant Optionee (other than the ability to further transfer the Option); and (iii) the Participant Optionee and the Permitted Transferee shall execute any and all documents requested by the AdministratorCommittee, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “Permitted Transferee” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.under
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Option Not Transferable. (a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock Shares underlying the Option have been issued, and all restrictions applicable to such shares of Stock Shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding any other provision in this Agreement, with the consent of the AdministratorAdministrator and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Participant Option may transfer the Option (or any portion thereof) be transferred to any one or more members of the Participant's immediate family, to trusts for the benefit of such family members, or to partnerships in which such family members are the only partners, or to limited liability companies in which such family members are the only members (each a "Permitted Transferees (as defined belowTransferee"), subject to the following terms and conditions: (i) any portion of the Option transferred to a Permitted Transferee shall not be assignable or transferable by provided that the Permitted Transferee other than by will or agrees in writing with the laws of descent and distribution; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue Company to be subject to bound by all of the terms and conditions of the Plan and this Option as applicable Agreement.
(c) Unless transferred to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the a Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this in accordance with Section 5.2(b), “during the lifetime of Participant, only the Participant may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Administrator may require, a Permitted Transferee” shall mean, with respect to a Transferee may exercise the Option or any portion thereof during Participant's lifetime. After the death of Participant, any childexercisable portion of the Option may, stepchildprior to the time when the Option becomes unexercisable under Section 3.3, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, be exercised by Participant's personal representative or sister-in-law, including adoptive relationships, by any person sharing empowered to do so under the deceased Participant’s household (other than a tenant 's will or employee), a trust in which these persons (or under the Participant) control the management then applicable laws of assets, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are these persons (or the Participant) and/or charitable institutions, descent and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options. Notwithstanding the foregoing, (i) in no event shall the Option be transferable by the Participant to a third party (other than the Company) for consideration, and (ii) no transfer of an Incentive Stock Option will be permitted to the extent that such transfer would cause the Incentive Stock Option to fail to qualify as an “incentive stock option” under Section 422 of the Codedistribution.
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Sources: Stock Option Agreement (Environmental Service Professionals, Inc.)