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transferred by the Corporation upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Restriction Period
applicable to Restricted Stock Units or upon payment under any grant of Performance Shares or Performance Units or (ii) no longer subject to
the substantial risk of forfeiture and restrictions on transfer referred to in Section 6 of this Plan, will be subject to further restrictions on
transfer.
(c) Notwithstanding Section 16(a), the Board or the Compensation Committee may determine that Awards (other than
Incentive Stock Options) may be transferable by a Participant, without payment of consideration therefor by the transferee, only to any one or
more family members (as defined in the General Instructions to Form S-8 under the Securities Act of 1933) of the Participant; provided,
however, that (i) no such transfer shall be effective unless reasonable prior notice thereof is delivered to the Corporation and such transfer is
thereafter effected in accordance with any terms and conditions that shall have been made applicable thereto by the Board or the
Compensation Committee, and (ii) any such transferee shall be subject to the same terms and conditions hereunder as the Participant.
17. Withholding Taxes. To the extent that the Corporation is required to withhold federal, state, local or foreign taxes in connection
with any payment made or benefit realized by a Participant or other person under this Plan, and the amounts available to the Corporation for
such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the Participant or
such other person make arrangements satisfactory to the Corporation for payment of the balance of such taxes required to be withheld, which
arrangements (in the discretion of the Compensation Committee) may include relinquishment of a portion of such benefit. If a Participant’s
benefit is to be received in the form of shares of Common Stock, and such Participant fails to make arrangements for the payment of tax, the
Corporation shall withhold such shares of Common Stock having a value equal to the amount required to be withheld. Notwithstanding the
foregoing, when a Participant is required to pay the Corporation an amount required to be withheld under applicable income and employment
tax laws, the Participant may elect to satisfy the obligation, in whole or in part, by electing to have withheld, from the shares required to be
delivered to the Participant, shares of Common Stock having a value equal to the amount required to be withheld (except in the case of
Restricted Stock where an election under Section 83(b) of the Code has been made), or by delivering to the Corporation other shares of
Common Stock held by such Participant. In no event shall the Market Value Per Share of the shares of Common Stock to be withheld
p
ursuant to this section to satisfy applicable withholding taxes in connection with the benefit exceed the minimum amount of taxes required to
be withheld or such other amount that will not result in a negative accounting impact. Participants shall also make such arrangements as the
Corporation may require for the payment of any withholding tax obligation that may arise in connection with the disposition of shares of
Common Stock acquired upon the exercise of Option Rights.
18. Compliance with Section 409A of the Code.
(a) To the extent applicable, it is intended that this Plan and any grants made hereunder are exempt from Section 409A of the
Code or are structured in a manner that would not cause a Participant to be subject to taxes and interest pursuant to Section 409A of the Code.
This Plan and any grants made hereunder shall be administrated in a manner consistent with this intent, and any provision that would cause
this Plan or any grant made hereunder to become
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