Common use of Restriction on Transferability Clause in Contracts

Restriction on Transferability. Except as otherwise provided in the Plan and subject to Section 4, neither the Restricted Stock Units nor any interest or right therein shall or may be assigned, transferred, sold, exchanged, encumbered, pledged or otherwise hypothecated or disposed of by the Awardee unless and until (and solely to the extent) the Awardee satisfies the vesting requirements contained in Section 3 or 4 (as applicable), the shares of Common Stock underlying the Restricted Stock Units have been issued, and all restrictions upon such shares have lapsed. In addition, notwithstanding anything herein or in the Plan to the contrary, the Awardee shall not, without the consent of the Committee (which may be withheld in its sole discretion), sell, pledge, assign, hypothecate, transfer, or otherwise dispose of (collectively, “Transfer”) the Restricted Stock Units or any shares of Common Stock underlying the Restricted Stock Units prior to the earlier to occur of (a) the third (3rd) anniversary of the date on which the Restricted Stock Units become vested under Section 3 or 4 and (b) the occurrence of a Change of Control (the “Transfer Restrictions”); provided, however, that the Transfer Restrictions shall not apply to (i) any Transfer of shares to the Company, (ii) any Transfer of shares in satisfaction of any withholding obligations with respect to the Restricted Stock Units, or (iii) any Transfer following the termination of the Awardee’s employment with the Company and its Affiliates, including without limitation by will or pursuant to the laws of descent and distribution. Any Transfer of the Restricted Stock Units or any shares of Common Stock underlying the Restricted Stock Units which is not made in compliance with the Plan and this Agreement shall be null and void and of no effect.

Restriction on Transferability. Except as otherwise provided in the Plan and subject to Section 4, neither the Restricted Stock Units nor any interest or right therein shall or may be assigned, transferred, sold, exchanged, encumbered, pledged or otherwise hypothecated or disposed of by the Awardee unless and until (and solely to the extent) the Awardee satisfies the vesting requirements contained in Section 3 or 4 (as applicable), the shares of Common Stock underlying the Restricted Stock Units have been issued, and all restrictions upon such shares have lapsed. In addition, notwithstanding anything herein or in the Plan to the contrary, the Awardee shall not, without the consent of the Committee (which may be withheld in its sole discretion), sell, pledge, assign, hypothecate, transfer, or otherwise dispose of (collectively, “Transfer”) the Restricted Stock Units or any shares of Common Stock underlying the Restricted Stock Units prior to the earlier to occur of (a) the third (3rd) anniversary of the date on which the Restricted Stock Units become vested under Section 3 or 4 and (b) the occurrence of a Change of Control (the “Transfer Restrictions”); provided, however, that the Transfer Restrictions shall not apply to (i) any Transfer of shares to the Company, (ii) any Transfer of shares in satisfaction of any withholding obligations with respect to the Restricted Stock Units, or (iii) any Transfer following the termination of the Awardee’s employment with the Company and its Affiliates, including ||| without limitation by will or pursuant to the laws of descent and distribution. Any Transfer of the Restricted Stock Units or any shares of Common Stock underlying the Restricted Stock Units which is not made in compliance with the Plan and this Agreement shall be null and void and of no effect.