principal stock exchange or is no longer actively traded on the
Over-the-Counter
Bulletin Board or OTC Markets as
of the applicable date, the Fair Market Value of the Common Stock shall be the value as reasonably determined by the Administrator for purposes of the award in the circumstances.
5.7
Transfer Restrictions.
5.7.1
Limitations on Exercise and Transfer
. Unless otherwise expressly provided in (or pursuant to) this
Section 5.7, by applicable law and by the award agreement, as the same may be amended, (a) all awards are
non-transferable
and shall not be subject in any manner to sale, transfer, anticipation,
alienation, assignment, pledge, encumbrance or charge; (b) awards shall be exercised only by the participant; and (c) amounts payable or shares issuable pursuant to any award shall be delivered only to (or for the account of) the
participant.
5.7.2
Exceptions.
The Administrator may permit awards to be exercised by and paid to, or
otherwise transferred to, other persons or entities pursuant to such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its sole discretion, establish in writing (provided that any such transfers
of ISOs shall be limited to the extent permitted under the federal tax laws governing ISOs). Any permitted transfer shall be subject to compliance with applicable federal and state securities laws.
5.7.3
Further Exceptions to Limits on Transfer
. The exercise and transfer restrictions in Section 5.7.1
shall not apply to:
(a) transfers to the Corporation,
(b) the designation of a beneficiary to receive benefits in the event of the participants death or, if the participant
has died, transfers to or exercise by the participants beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution,
(c) subject to any applicable limitations on ISOs, transfers to a family member (or former family member) pursuant to a
domestic relations order if approved or ratified by the Administrator,
(d) subject to any applicable limitations on ISOs,
if the participant has suffered a disability, permitted transfers or exercises on behalf of the participant by his or her legal representative, or
(e) the authorization by the Administrator of cashless exercise procedures with third parties who provide
financing for the purpose of (or who otherwise facilitate) the exercise of awards consistent with applicable laws and the express authorization of the Administrator.
5.8
International Awards
. One or more awards may be granted to Eligible Persons who provide services to the
Corporation or one of its Subsidiaries outside of the United States. Any awards granted to such persons may, if deemed necessary or advisable by the Administrator, be granted pursuant to the terms and conditions of any applicable
sub-plans,
if any, appended to this Plan and approved by the Administrator.
5.9
Vesting
. Subject to Section 5.1.2 hereof, awards shall vest at such time or times and subject to such terms and conditions as shall be determined by the Administrator at the time of grant; provided, however, that in the absence of
any award vesting periods designated by the Administrator at the time of grant in the applicable award agreement, awards shall vest as to
one-third
of the total number of shares subject to the award on each of
the first, second and third anniversaries of the date of grant.
6. EFFECT OF TERMINATION OF SERVICE ON AWARDS
6.1
Termination of Employment.
6.1.1 The Administrator shall establish the effect of a termination of employment or service on the rights and benefits under
each award under this Plan and in so doing may make distinctions based upon, inter alia, the
A-9