Freestanding Stock Appreciation Rights. A Stock Appreciation Right may be granted without any related Stock Option and may be subject to such vesting and exercisability requirements as specified by the Committee in an Award Agreement. Such vesting and exercisability requirements may be based on the continued service of the Participant with the Company or its Subsidiaries for a specified time period (or periods) or on the attainment of specified performance goals established by the Committee in its discretion. A Stock Appreciation Right will be exercisable or payable at such time or times as determined by the Committee, provided that the maximum term of a Stock Appreciation Right shall be ten years from the Grant Date. The base price of a Stock Appreciation Right granted without any related Stock Option shall be determined by the Committee in its sole discretion; provided, however, that the base price per Share of any such freestanding Stock Appreciation Right shall not be less than 100% of the Fair Market Value of the Shares on the Grant Date.

FreestandingGrant of Stock Appreciation Rights. The Committee may grant to any Participant either Non-Tandem Stock Appreciation Rights or Tandem Stock Appreciation Rights subject to such terms and conditions as the Committee shall impose. A Stock Appreciation Right may be granted without any related Stock Option and may be subjectshall entitle the holder, within the specified exercise period, to such vesting and exercisability requirements as specified byexercise the Committee in an Award Agreement. Such vesting and exercisability requirements may be based on the continued service of the Participant with the Company or its Subsidiaries for a specified time period (or periods) or on the attainment of specified performance goals established by the Committee in its discretion. A Stock Appreciation Right will be exercisable or payable at such time or times as determinedand receive in exchange therefor a payment having an aggregate value equal to the amount by the Committee, provided that the maximum term of a Stock Appreciation Right shall be ten years from the Grant Date. The base price of a Stock Appreciation Right granted without any related Stock Option shall be determined by the Committee in its sole discretion; provided, however, that the base price per Share of any such freestanding Stock Appreciation Right shall not be less than 100% ofwhich the Fair Market Value of the Sharesa Share on the Grant Date. exercise date exceeds the specified exercise price, times the number of shares with respect to which the Stock Appreciation Right is exercised. The Committee may provide in the Award agreement for automatic exercise on a certain date, for payment of the proceeds on a certain date, for accelerated vesting and other rights upon the occurrence of events specified in the Award agreement, and/or for exercise periods that do not begin until after a Change in Control or the occurrence of such other event as the Committee may designate. Each Stock Appreciation Right grant shall be evidenced by an Award agreement that shall specify the exercise price, the exercise period, the number of Shares to which the Stock Appreciation Right pertains and such other provisions as the Committee shall determine.

FreestandingGrant of Stock Appreciation Rights. A Stock Appreciation Right may be granted withoutto any relatedEligible Employee selected by the Committee. Stock Option andAppreciation Rights may be subject to such vesting and exercisability requirements as specifiedgranted on a basis that allows for the exercise of the right by the Committee in an Award Agreement. Such vesting and exercisability requirements may be based onParticipant or that provides for the continued serviceautomatic payment of the Participant with the Company or its Subsidiaries forright upon a specified time period (or periods)date or on the attainment of specified performance goals established by the Committee in its discretion. Aevent. Stock Appreciation Right willRights shall be exercisable or payable at such time or times and upon conditions as determinedmay be approved by the Committee, provided that the maximum termCommittee may accelerate the exercisability or payment of a Stock Appreciation Right shall be ten years from the Grant Date. The base price of a Stock Appreciation Right granted withoutat any related Stock Option shall be determined by the Committee in its sole discretion; provided, however, that the base price per Share of any such freestanding Stock Appreciation Right shall not be less than 100% of the Fair Market Value of the Shares on the Grant Date.time.

Freestanding Stock Appreciation Rights. ARights Unrelated to an Option. The Committee may grant to Eligible Employees (and the Board may grant to Directors) Stock Appreciation Right may be granted without any relatedRights unrelated to Options. Stock OptionAppreciation Rights unrelated to Options shall contain such terms and may be subjectconditions as to suchexercisability, vesting and exercisability requirementsduration as specified by the Committee or the Board shall determine, but in an Award Agreement. Such vesting and exercisability requirements may be based onno event shall they have a term of greater than ten (10) years. Upon the continued servicedeath, Disability or Retirement of the Participant with the Company or its Subsidiaries for a specified time period (or periods) or on the attainment of specified performance goals established by the Committee in its discretion. AGrantee, all Stock Appreciation Right will beRights shall become immediately exercisable or payable at such time or times as determined by the Committee, provided that the maximum term of a Stock Appreciation Right shall be ten years from the Grant Date. The base price of a Stock Appreciation Right granted without any related Stock Option shall be determined by the Committee in its sole discretion; provided, however, that the base price per Share of any such freestandingCommittee or Board shall have the authority to grant Stock Appreciation Right shallRights that do not be less than 100%become immediately exercisable in the event of the Fairdeath, Disability or Retirement of a Grantee by including such provision in the Agreement evidencing such Stock Appreciation Right. Unless otherwise provided in the Agreement, upon the death or Disability of a Grantee, the exercisable portion of Stock Appreciation Rights held by that Grantee shall be exercisable for a period of one (1) year following such termination of employment or service, and shall thereafter terminate; and upon the Retirement of a Grantee, the exercisable portion of Stock Appreciation Rights held by that Grantee shall be exercisable for a period of ninety (90) days following such Retirement, and shall thereafter terminate. The amount payable upon exercise of such Stock Appreciation Rights shall be determined in accordance with Section 7(b)(3), except that “Fair Market Value of the Sharesa Share on the Grant Date. date of the grant of the Stock Appreciation Right” shall be substituted for “purchase price under the related Option.”

Freestanding Stock Appreciation Rights. A Stock Appreciation Right may be granted without any related Stock Option and may be subject to such vesting and exercisability requirements as specified by the Committee in anGeneral. An Award Agreement. Such vesting and exercisability requirements may be based on the continued service of the Participant with the Company or its Subsidiaries for a specified time period (or periods) or on the attainment of specified performance goals established by the Committee in its discretion. A Stock Appreciation Right will be exercisable or payable at such time or times as determined by the Committee, provided that the maximum term of a Stock Appreciation Right shall be ten years fromentitle the Grant Date. The base price of a Stock Appreciation Right granted without any related Stock Option shall beParticipant, subject to terms and conditions determined by the Committee in its sole discretion; provided, however, thatCommittee, to receive upon exercise of the base price per Shareright an amount equal to or otherwise based on the excess of any such freestanding Stock Appreciation Right shall not be less than 100% of# the Fair Market Value of a Share at the Sharestime of exercise over # the exercise price of the right, as established by the Committee on the Grant Date. date the award is granted. Stock Appreciation Rights may be granted to Participants from time to time. The provisions of Stock Appreciation Rights need not be the same with respect to each grant or each recipient. All Stock Appreciation Rights shall be granted subject to the same terms and conditions applicable to Options as set forth in Section 9. Subject to the foregoing sentence and the terms of the Plan, the Committee may impose such other conditions or restrictions on any Stock Appreciation Right as it shall deem appropriate.

Freestanding Stock Appreciation Rights. ARights Unrelated to an Option. The Committee may grant to Eligible Employees (and the Board may grant to Directors) Stock Appreciation Right may be granted without any relatedRights unrelated to Options. Stock OptionAppreciation Rights unrelated to Options shall contain such terms and may be subjectconditions as to suchexercisability, vesting and exercisability requirementsduration as specified by the Committee or the Board shall determine, but in an Award Agreement. Such vesting and exercisability requirements may be based onno event shall they have a term of greater than ten (10) years. Upon the continued servicedeath, Disability or Retirement of the Participant with the Company or its Subsidiaries for a specified time period (or periods) or on the attainment of specified performance goals established by the Committee in its discretion. AGrantee, all Stock Appreciation Right will beRights shall become immediately exercisable or payable at such time or times as determined by the Committee, provided that the maximum term of a Stock Appreciation Right shall be ten years from the Grant Date. The base price of a Stock Appreciation Right granted without any related Stock Option shall be determined by the Committee in its sole discretion; provided, however, that the base price per Share of any such freestandingCommittee or Board shall have the authority to grant Stock Appreciation Right shallRights that do not be less than 100%become immediately exercisable in the event of the Fairdeath, Disability or Retirement of a Grantee by including such provision in the Agreement evidencing such Stock Appreciation Right. Upon the death or Disability of a Grantee, the exercisable portion of Stock Appreciation Rights held by that Grantee shall be exercisable for a period of one (1) year following such termination of employment or service, and shall thereafter terminate. Upon the Retirement of a Grantee, the exercisable portion of Stock Appreciation Rights held by that Grantee shall be exercisable for a period of ninety (90) days following such Retirement, and shall thereafter terminate. The amount payable upon exercise of such Stock Appreciation Rights shall be determined in accordance with Section 7(b)(3), except that “Fair Market Value of the Sharesa Share on the Grant Date. date of the grant of the Stock Appreciation Right” shall be substituted for “purchase price under the related Option.”

Freestanding Stock Appreciation Rights. A Stock Appreciation Right mayRights granted under this Plan shall be granted without any related Stock Option and may be subject to such vesting and exercisability requirements as specified by the Committee in an Award Agreement. Such vesting and exercisability requirements may be basedexercisable only during a Term commencing on the continued service ofGrant Date, unless otherwise specified in the Participant withGrant Agreement, and ending (unless the Company or its Subsidiaries for a specified time period (or periods) or on the attainment of specified performance goals established by the Committee in its discretion. A Stock Appreciation Right will be exercisable or payable at such time or times as determined by the Committee, provided that the maximum term of a Stock Appreciation Right shall have terminated earlier) on a date to be ten years from the Grant Date. The base price of a Stock Appreciation Right granted without any related Stock Option shall be determinedfixed by the Committee in its sole discretion; provided, however, thator later than the base price per Share of any such freestanding Stock Appreciation Right shall not be less than 100%tenth (10th) anniversary of the Fair Market Value of the Shares on the Grant Date. date it is granted for any Grantee.

Freestanding Stock Appreciation Rights. The Committee is hereby authorized to grant Stock Appreciation Rights to Eligible Persons subject to the terms of the Plan and any applicable Award Agreement. A Stock Appreciation Right may be granted without any relatedunder the Plan shall confer on the holder thereof a right to receive upon exercise thereof the excess of # the Fair Market Value of one Share on the date of exercise over # the grant price of the Stock Option and may be subject to such vesting and exercisability requirementsAppreciation Right as specified by the Committee in an Award Agreement. Such vesting and exercisability requirements may be based on the continued service of the Participant with the Company or its Subsidiaries for a specified time period (or periods) or on the attainment of specified performance goals established by the Committee in its discretion. A Stock Appreciation Right will be exercisable or payable at such time or times as determined by the Committee, provided that the maximum term of a Stock Appreciation Right shall be ten years from the Grant Date. The basewhich price of a Stock Appreciation Right granted without any related Stock Option shall be determined by the Committee in its sole discretion; provided, however, that the base price per Share of any such freestanding Stock Appreciation Right shall not be less than 100% of the Fair Market Value of the Sharesone Share on the Grant Date. date of grant of the Stock Appreciation Right; provided, however, that the Committee may designate a per share grant price below Fair Market Value on the date of grant # to the extent necessary or appropriate, as determined by the Committee, to satisfy applicable legal or regulatory requirements of a foreign jurisdiction or # if the Stock Appreciation Right is a Substitute Award. Subject to the terms of the Plan and any applicable Award Agreement, the grant price, term, methods of exercise, dates of exercise, methods of settlement and any other terms and conditions of any Stock Appreciation Right shall be as determined by the Committee; provided, however, that the term of each Stock Appreciation Right shall not be longer than 10 years from the date of grant. The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem appropriate.

FreestandingExcept as otherwise provided in the Plan or in a related Award Agreement, a Stock Appreciation Rights.Right may be exercised for all or any portion of the Shares for which it is then exercisable. A Stock Appreciation Right shall be exercised by the delivery of a notice of exercise to the Company or its designee in a form specified by the Committee that sets forth the number of Shares with respect to which the Stock Appreciation Right is to be exercised. Upon exercise, a Stock Appreciation Right shall entitle a Participant to an amount equal to: (a) the excess of the Fair Market Value of a Share on the exercise date over the exercise price per Share, multiplied by (b) the number of Shares with respect to which the Stock Appreciation Right is exercised. A Stock Appreciation Right may be granted without any related Stock Option and may be subject to such vesting and exercisability requirementssettled in full Shares, cash, or a combination thereof, as specified by the Committee in anthe related Award Agreement. Such vesting and exercisability requirements may be based on the continued service of the Participant with the Company or its Subsidiaries for a specified time period (or periods) or on the attainment of specified performance goals established by the Committee in its discretion. A Stock Appreciation Right will be exercisable or payable at such time or times as determined by the Committee, provided that the maximum term of a Stock Appreciation Right shall be ten years from the Grant Date. The base price of a Stock Appreciation Right granted without any related Stock Option shall be determined by the Committee in its sole discretion; provided, however, that the base price per Share of any such freestanding Stock Appreciation Right shall not be less than 100% of the Fair Market Value of the Shares on the Grant Date.

Freestanding Stock Appreciation Rights. AThe Committee is authorized to grant Stock Appreciation Rights to Participants. Subject to the terms of the Plan, a Stock Appreciation Right may be granted without any related Stock Option and may be subjectunder the Plan shall confer on the holder thereof a right to such vesting and exercisability requirements as specified byreceive, upon exercise thereof, the excess of # the fair market value of one Share on the date of exercise or, if the Committee shall so determine in an Award Agreement. Such vesting and exercisability requirements may be basedthe case of any such right other than one related to any Incentive Stock Option, at any time during a specified period before or after the date of exercise over # the fair market value on the continued servicedate of grant. To the Participant with the Company or its Subsidiaries forextent a specified time period (or periods) or on the attainment of specified performance goals established by the Committee in its discretion. A Stock Appreciation Right will be exercisable or payable at such time or timesis not previously exercised as determined byto all of the Committee, provided thatShares subject thereto, and if the maximum termfair market value of aone Share is greater than the exercise price then in effect, then the Stock Appreciation Right shall be ten years from the Grant Date. The base price of a Stock Appreciation Right granted without any related Stock Option shall be determined by the Committee indeemed automatically exercised immediately before its sole discretion; provided, however, that the base price per Share of any such freestanding Stock Appreciation Right shall not be less than 100% of the Fair Market Value of the Shares on the Grant Date. expiration.