date determined by the Board, which shall be no later than the 15th day of the third month following the year in which the substantial risk of forfeiture with respect to the Common Stock lapses. Such issuance or delivery shall be evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such issuance or delivery, except as otherwise provided in Section 9. Prior to the issuance to you of the shares of Common Stock subject to the Award or, if applicable, the cash settlement of the Award, you shall have no direct or secured claim in any specific assets of the Company or in the shares of Common Stock subject to the Award, and will have the status of a general unsecured creditor of the Company.
6. TRANSFERABILITY. Except as otherwise provided in this Section 6, your Award is not transferable, except by will or by the laws of descent and distribution.
(a) Certain Trusts. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your Award to a trust if you are considered to be the sole beneficial owner while the Award is held in the trust. You and the trustee must enter into transfer and other agreements required by the Company.
(b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your Award pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this Award with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement.
(c) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle the settlement of restricted stock units, designate a third party who, on your death, will thereafter be entitled to receive the Common Stock or other consideration in connection with the settlement of this Award. In the absence of such a designation, your executor or administrator of your estate will be entitled to receive, on behalf of your estate, the Common Stock or other consideration resulting from such settlement.
7. AWARDNOTA SERVICE CONTRACT. Your Award is not an employment or service contract, and nothing in your Award will be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing in your Award will obligate the Company or an Affiliate, their respective stockholders, boards of directors, officers or employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate.
8. RIGHTSASA STOCKHOLDER. You shall not be entitled to any privileges of ownership with respect to the shares of Common Stock subject to the Award (including, without limitation, any voting rights or rights to receive dividends) unless and until, and only to the extent, such shares become vested pursuant to your Grant Notice and you become a stockholder of record with respect to such shares.
9. WITHHOLDING OBLIGATIONS. As a condition precedent to the issuance or delivery of the shares of Common Stock upon the vesting of the Award, you shall, upon request by the Company, pay to the Company such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required
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