Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of [Section 6.4] relating to the maximum term and [Section 6.5] relating to exercise also will apply to Stock Appreciation Rights.

Exercise Period. Each Stock Appreciation Right shall expire and cease to be exercisable at such time as the Committee shall determine at the time of grant; provided, however, that no Stock Appreciation Right shall be exercisable later than the tenth (10th) anniversary of its grant date. If an Award agreement does not specify an expiration date, the Stock Appreciation Right shall expire on the 10th anniversary of its grant date, provided that the Stock Appreciation Right may expire earlier as provided in the Award agreement or in the Plan. The extent to which a Stock Appreciation Right that is granted underto a Participant who is an Employee may be exercised by the Plan will expire uponParticipant or the dateParticipant’s Designated Beneficiary after the Participant’s termination of employment with the Company and all Subsidiaries (including by reason of Disability) shall be determined by the Administrator, in its sole discretion,Committee and set forth inincorporated into the terms of the applicable Award Agreement. Notwithstanding the foregoing, the rules of [Section 6.4] relating to the maximum term and [Section 6.5] relating to exercise also will apply to Stock Appreciation Rights.agreement.

Award of Stock Appreciation Rights. The Administrator may grant Stock Appreciation Rights under the Plan. A Stock Appreciation Right granted underis an Award entitling the Plan will expire uponrecipient to receive shares of Stock (or cash, to the extent explicitly provided for in the applicable Award Agreement) having a value equal to the excess of the Fair Market Value of a share of Stock on the date determinedof exercise over the exercise price of the Stock Appreciation Right multiplied by the Administrator, in its sole discretion, and set forth innumber of shares of Stock with respect to which the Award Agreement. Notwithstanding the foregoing, the rules of [Section 6.4] relating to the maximum term and [Section 6.5] relating to exercise also will apply to Stock Appreciation Rights.Right shall have been exercised.

Award of Stock Appreciation Rights. The Administrator may grant Stock Appreciation Rights under the Plan. A Stock Appreciation Right granted underis an Award entitling the Plan will expire uponrecipient to receive shares of Stock (or cash, to the extent explicitly provided for in the applicable Award Certificate) having a value equal to the excess of the Fair Market Value of a share of Stock on the date determinedof exercise over the exercise price of the Stock Appreciation Right multiplied by the Administrator, in its sole discretion, and set forth innumber of shares of Stock with respect to which the Award Agreement. Notwithstanding the foregoing, the rules of [Section 6.4] relating to the maximum term and [Section 6.5] relating to exercise also will apply to Stock Appreciation Rights.Right shall have been exercised.

Stock Appreciation Right granted under the Plan will expire upon the date determinedTerm. The term of each Stock Appreciation Right shall be set by the Administrator,Administrator in its sole discretion,discretion; provided, however, that the term shall not be more than ten (10) years from the date the Stock Appreciation Right is granted. The Administrator shall determine the time period, including the time period following a Termination of Service, during which the Participant has the right to exercise the vested Stock Appreciation Rights, which time period may not extend beyond the expiration date of the Stock Appreciation Right term. Except as limited by the requirements of Section 409A of the Code, the Administrator may extend the term of any outstanding Stock Appreciation Right, and set forthmay extend the time period during which vested Stock Appreciation Rights may be exercised, in connection with any Termination of Service of the Award Agreement. Notwithstanding the foregoing, the rulesParticipant, and may amend any other term or condition of [Section 6.4]such Stock Appreciation Right relating to the maximum term and [Section 6.5] relating to exercise also will apply to Stock Appreciation Rights.such a Termination of Service.

Exercisability. Stock Appreciation Rights. ARights shall be exercisable to the extent vested; provided that the exercise of a Stock Appreciation Right granted under the Plan will expire upon the dateshall be subject to such additional terms and conditions, performance requirements, restrictions, forfeiture provisions, contingencies and limitations, if any, as shall be determined by the Administrator, in its sole discretion,Administrator and set forthlisted in the Award Agreement. Notwithstanding the foregoing, the rules of [Section 6.4] relating to the maximum term and [Section 6.5] relating to exercise also will apply to Stock Appreciation Rights.applicable award agreement.

Terms and Conditions of Stock Appreciation Rights. AStock Appreciation Rights shall be subject to such terms and conditions as shall be determined on the date of grant by the Administrator. The term of a Stock Appreciation Right granted under the Plan will expire upon the datemay not exceed ten years. The terms and conditions of each such Award shall be determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of [Section 6.4] relating to the maximum termsuch terms and [Section 6.5] relating to exercise also will apply to Stock Appreciation Rights.conditions may differ among individual Awards and grantees.

Stock Appreciation Right granted under the Plan will expire upon the dateTerm. The term of a Stock Appreciation Right shall be determined by the Administrator, in its sole discretion,Administrator at the time of grant and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of [Section 6.4] relating to the maximum term and [Section 6.5] relating to exercise also will apply toapplicable award agreement, provided, however, that no Stock Appreciation Rights.Right shall be exercisable more than 10 years after the date that the Stock Appreciation Right is granted.

Term. The Administrator shall determine the period of Stock Appreciation Rights. Atime within which the Stock Appreciation Right granted undermay be exercised by the Plan will expire uponAward Holder. The Exercise Period must expire, in all cases, not more than ten years from the date determined by the Administrator, in its sole discretion, and set forth in thean Award Agreement. Notwithstanding the foregoing, the rules of [Section 6.4] relating to the maximum term and [Section 6.5] relating to exercise also will apply tois granted. If any Stock Appreciation Rights.Right is not exercised during its Exercise Period, it shall be deemed to have been forfeited and of no further force or effect.