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 BENEFICIAL OWNERS ARE MEMBERS OF THE PARTICIPANT'S FAMILY AND/OR CHARITABLE
INSTITUTIONS, OR TO SUCH OTHER PERSONS OR ENTITIES AS MAY BE EXPRESSLY APPROVED
BY THE COMMITTEE, PURSUANT TO SUCH CONDITIONS AND PROCEDURES AS THE COMMITTEE
MAY ESTABLISH.
ANY PERMITTED TRANSFER SHALL 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 TO A "BLIND TRUST" IN
CONNECTION WITH THE PARTICIPANT'S TERMINATION OF EMPLOYMENT OR SERVICE WITH THE
COMPANY OR A SUBSIDIARY OR AFFILIATE TO ASSUME A POSITION WITH A GOVERNMENTAL,
CHARITABLE, EDUCATIONAL OR SIMILAR NON-PROFIT INSTITUTION) AND ON A BASIS
CONSISTENT WITH THE COMPANY'S LAWFUL ISSUE OF SECURITIES.
10.4
BENEFICIARIES.
NOTWITHSTANDING SECTION 10.3
HEREOF, A PARTICIPANT MAY, IF PERMITTED BY THE COMMITTEE, DESIGNATE A
BENEFICIARY TO EXERCISE THE RIGHTS OF THE PARTICIPANT AND TO RECEIVE ANY
DISTRIBUTION WITH RESPECT TO ANY AWARD UPON THE PARTICIPANT'S DEATH.
A
BENEFICIARY, LEGAL GUARDIAN, LEGAL REPRESENTATIVE, OR OTHER PERSON CLAIMING ANY
RIGHTS PURSUANT TO
15
THE PLAN IS SUBJECT TO ALL TERMS AND CONDITIONS OF THE PLAN AND ANY AWARD
AGREEMENT APPLICABLE TO THE PARTICIPANT, EXCEPT TO THE EXTENT THE PLAN AND AWARD
AGREEMENT OTHERWISE PROVIDE, AND TO ANY ADDITIONAL RESTRICTIONS DEEMED NECESSARY
OR APPROPRIATE BY THE COMMITTEE.
IF THE PARTICIPANT IS MARRIED AND RESIDES IN A
COMMUNITY PROPERTY STATE, A DESIGNATION OF A PERSON OTHER THAN THE PARTICIPANT'S
SPOUSE AS HIS OR HER BENEFICIARY WITH RESPECT TO MORE THAN 50% OF THE
PARTICIPANT'S INTEREST IN THE AWARD SHALL NOT BE EFFECTIVE WITHOUT THE PRIOR
WRITTEN CONSENT OF THE PARTICIPANT'S SPOUSE.
IF NO BENEFICIARY HAS BEEN
DESIGNATED OR SURVIVES THE PARTICIPANT, PAYMENT SHALL BE MADE TO EITHER THE
PERSON'S ESTATE OR LEGAL REPRESENTATIVE OR THE PERSON ENTITLED THERETO PURSUANT
TO THE PARTICIPANT'S WILL OR THE LAWS OF DESCENT AND DISTRIBUTION (OR EQUIVALENT
LAWS OUTSIDE THE U.S.).
SUBJECT TO THE FOREGOING, A BENEFICIARY DESIGNATION MAY
BE CHANGED OR REVOKED BY A PARTICIPANT AT ANY TIME PROVIDED THE CHANGE OR
REVOCATION IS FILED WITH THE COMMITTEE.
10.5
STOCK CERTIFICATES; BOOK ENTRY PROCEDURES.
(A)
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, THE COMPANY SHALL NOT BE REQUIRED TO ISSUE OR DELIVER ANY CERTIFICATES
EVIDENCING SHARES PURSUANT TO THE EXERCISE OF ANY AWARD, UNLESS AND UNTIL THE
BOARD HAS DETERMINED, WITH ADVICE OF COUNSEL, THAT THE ISSUANCE AND DELIVERY OF
SUCH CERTIFICATES IS IN COMPLIANCE WITH ALL APPLICABLE LAWS, REGULATIONS OF
GOVERNMENTAL AUTHORITIES AND, IF APPLICABLE, THE REQUIREMENTS OF ANY EXCHANGE ON
WHICH THE SHARES ARE LISTED OR TRADED.
ALL CERTIFICATES EVIDENCING SHARES
DELIVERED PURSUANT TO THE PLAN ARE SUBJECT TO ANY STOP-TRANSFER ORDERS AND OTHER
RESTRICTIONS AS THE COMMITTEE DEEMS NECESSARY OR ADVISABLE TO COMPLY WITH
FEDERAL, STATE LOCAL, SECURITIES OR OTHER LAWS, INCLUDING LAWS OF JURISDICTIONS
OUTSIDE OF THE UNITED STATES, RULES AND REGULATIONS AND THE RULES OF ANY
NATIONAL SECURITIES EXCHANGE OR AUTOMATED QUOTATION