GMTN » Topics » Restrictions on Transfer of Awards

This excerpt taken from the GMTN DEF 14A filed May 6, 2005.

Restrictions on Transfer of Awards

 

Except as provided otherwise in the 2004 Plan, the only person who may exercise an option, stock appreciation right, or receive payments pursuant to performance units or any other award, is the participant who received such award under the 2004 Plan.

 

No award of restricted stock (before the expiration of the restrictions), options, stock appreciation rights, performance units or other award, may be sold, assigned, transferred, exchanged or otherwise encumbered, except under the following limited circumstances:

 

                  transfers or grants to a successor in interest in the event of the participant’s death;

 

                  pursuant to a qualified domestic relations order as defined in the Internal Revenue Code of 1986 or Title 1 of the Employee Retirement Income Security Act of 1974; or

 

                  the committee specifically authorizes a transfer of the interest in the award where no consideration accompanies the transfer.

 

Any attempted transfer not permitted by the 2004 Plan is ineffective. And, where a transfer is authorized, the transferee continues to be subject to the terms and conditions of the award as existed immediately before the transfer.

 

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