Stock Appreciation Rights. The Committee is authorized to grant Stock Appreciation Rights to Participants. Subject to the terms of the Plan, a Stock Appreciation Right granted under 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 or, if the Committee shall so determine in the 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 date of grant. To the extent a Stock Appreciation Right is not previously exercised as to all of the Shares subject thereto, and if the fair market value of one Share is greater than the exercise price then in effect, then the Stock Appreciation Right shall be deemed automatically exercised immediately before its expiration.

Stock Appreciation Rights. The Committee is hereby authorized to grant Stock Appreciation Rights to Participants. SubjectEligible Persons subject to the terms of the Plan, aPlan and any applicable Award Agreement. A Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive,receive upon exercise thereof,thereof the excess of # the fair market valueFair Market Value of one Share on the date of exercise or, if the Committee shall so determine in the 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 valuegrant price of the Stock Appreciation Right as specified by the Committee, which price shall not be less than 100% of the Fair Market Value of one Share on the date of grant. Togrant 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 not previously exercised asa Substitute Award. Subject to allthe terms of the Shares subject thereto,Plan and ifany applicable Award Agreement, the fair market valuegrant price, term, methods of one Share is greater than the exercise price then in effect, then theexercise, dates of exercise, methods of settlement and any other terms and conditions of any Stock Appreciation Right shall be deemed automatically exercised immediately before its expiration.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.

General. An Award of a Stock Appreciation Rights. TheRight shall entitle the Participant, subject to terms and conditions determined by the Committee, to receive upon exercise of the right an amount equal to or otherwise based on the excess of # the Fair Market Value of a Share at the time of exercise over # the exercise price of the right, as established by the Committee on the date the award is authorized to grantgranted. Stock Appreciation Rights may be granted to Participants.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, athe Committee may impose such other conditions or restrictions on any Stock Appreciation Right granted under the Planas it 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 or, if the Committee shall so determine in the 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 date of grant. To the extent a Stock Appreciation Right is not previously exercised as to all of the Shares subject thereto, and if the fair market value of one Share is greater than the exercise price then in effect, then the Stock Appreciation Right shall be deemed automatically exercised immediately before its expiration.deem appropriate.

Stock Appreciation Rights. The Committee is authorizedRight to grant Stock Appreciation Rights to Participants. Subject to the terms of the Plan, aPayment. A Stock Appreciation Right granted under the Plan shall confer on the holder thereofParticipant to whom it is granted a right to receive, upon exercise thereof, the excess of # the fair market valueFair Market Value of one Share on the date of exercise or, if the Committee shall so determine in the 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 valuegrant price of the Stock Appreciation Right as determined by the Committee. The grant price of a Stock Appreciation Right shall not be less than 100% of the Fair Market Value of a Share on the date of grant. ToOther than pursuant to Section 10(c)(i) and (ii) of this Plan, the extentCommittee shall not be permitted to # lower the grant price per Share of a Stock Appreciation Right after it is not previously exercised as to all of the Shares subject thereto, and if the fair market value of one Share is greater than the exercise price then in effect, then thegranted, # cancel a Stock Appreciation Right shallwhen the grant price per Share exceeds the Fair Market Value of the underlying Shares in exchange for cash or another Award, # cancel an outstanding Stock Appreciation Right in exchange for a Stock Appreciation Right with a grant price that is less than the grant price of the original Stock Appreciation Right, or # take any other action with respect to a Stock Appreciation Right that may be deemed automatically exercised immediately before its expiration.treated as a repricing pursuant to the applicable rules of the Listing Market, without stockholder approval.

Stock Appreciation Rights. The Committee is authorized to grantAward. Stock Appreciation Rights shall entitle the Participant, subject to Participants. Subjectsuch terms and conditions determined by the Committee, to the termsreceive upon exercise thereof an Award equal to all or a portion of the Plan,excess of: # the Fair Market Value of a specified number of shares of Common Stock at the time of exercise over # a specified price which shall not be less than 100% of the Fair Market Value of the Common Stock at the time the right is granted. Such amount may be paid by the Company in cash, Common Stock (valued at its then Fair Market Value) or any combination thereof, as the Committee may determine. In the event of the exercise of a Stock Appreciation Right grantedthat is fully or partially settled in shares of Common Stock, the number of shares reserved for issuance under thethis Plan shall confer onbe reduced by the holder thereof a right to receive,number of shares issued 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 the 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 date of grant. To the extent a Stock Appreciation Right is not previously exercised as to all of the Shares subject thereto, and if the fair market value of one Share is greater than the exercise price then in effect, then the Stock Appreciation Right shall be deemed automatically exercised immediately before its expiration.Right.

Grant of Stock Appreciation Rights. The Committee is authorizedmay grant to grantany Participant either Non-Tandem Stock Appreciation Rights or Tandem Stock Appreciation Rights subject to Participants. Subject tosuch terms and conditions as the terms of the Plan, aCommittee shall impose. A Stock Appreciation Right granted undershall entitle the Plan shall confer onholder, within the holder thereofspecified exercise period, to exercise the Stock Appreciation Right and receive in exchange therefor a rightpayment having an aggregate value equal to receive, upon exercise thereof, the excessamount by which the Fair Market Value of # the fair market value of onea Share on the exercise date exceeds the specified exercise price, times the number of exercise or, ifshares with respect to which the Committee shall so determine in the 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 date of grant. To the extent a Stock Appreciation Right is not previously exercised as to allexercised. The Committee may provide in the Award agreement for automatic exercise on a certain date, for payment of the Shares subject thereto,proceeds on a certain date, for accelerated vesting and ifother rights upon the fair market valueoccurrence of one Share is greater thanevents 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 then in effect, thenprice, the exercise period, the number of Shares to which the Stock Appreciation Right pertains and such other provisions as the Committee shall be deemed automatically exercised immediately before its expiration.determine.

Stock Appreciation Rights. The Committee is authorized to grant Stock Appreciation Rights entitle Participants to Participants. Subject toincreases in the Fair Market Value of shares of Common Stock. The terms and conditions of the Plan, aeach Stock Appreciation Right granted under the Plan shall confer onbe specified by the holder thereofCommittee, in its sole discretion, and shall be set forth in a right to receive, upon exercise thereof,written agreement between the excess of #Company and the fair market value of one Share on the date of exercise or, ifParticipant in such form as the Committee shall so determineapprove from time to time or as may be reasonably required in the 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 date of grant. To the extent a Stock Appreciation Right is not previously exercised as to allview of the Shares subject thereto,terms and ifconditions approved by the fair market valueCommittee from time to time. The agreements shall contain in substance the following terms and conditions and may contain such additional terms and conditions, not inconsistent with the terms of one Share is greater than the exercise price then in effect, thenPlan, as the Stock Appreciation RightCommittee shall be deemed automatically exercised immediately before its expiration.deem desirable.

Stock Appreciation Rights. The Committee is authorized to grant Stock Appreciation Rights to Participants. Subject toExcept as otherwise provided in the terms of the Plan,Plan or in a related Award Agreement, a Stock Appreciation Right granted under 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 or, if the Committee shall so determine in the case ofmay be exercised for all or 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 date of grant. To the extent a Stock Appreciation Right is not previously exercised as to allportion of the Shares subject thereto, and if the fair market value of one Sharefor which it is greater than the exercise price then in effect, then theexercisable. A Stock Appreciation Right shall be deemed automatically exercised immediately beforeby the delivery of a notice of exercise to the Company or its expiration.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 settled in full Shares, cash, or a combination thereof, as specified by the Committee in the related Award Agreement.

Stock Appreciation Rights. The Committee is authorized to grant Stock Appreciation Rights to Participants. Subject to the terms of the Plan, aA Stock Appreciation Right granted undershall entitle the Plan shall confer onParticipant (or other person entitled to exercise the holder thereofStock Appreciation Right pursuant to the Plan) to exercise all or a rightspecified portion of the Stock Appreciation Right (to the extent then-exercisable pursuant to receive, uponits terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise thereof,price per Share of the excess of #Stock Appreciation Right from the fair market value of one ShareFair Market Value on the date of exercise or, ifof the Committee shall so determine in the 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 date of grant. To the extent a Stock Appreciation Right is not previously exercised asby the number of Shares with respect to all of the Shares subject thereto, and if the fair market value of one Share is greater than the exercise price then in effect, thenwhich the Stock Appreciation Right shall have been exercised, subject to any limitations the Administrator may impose. Except as described in Section 9.1(c) hereof, the exercise price per Share subject to each Stock Appreciation Right shall be deemed automatically exercised immediately before its expiration.set by the Administrator, but shall not be less than one hundred percent (100%) of the Fair Market Value on the date the Stock Appreciation Right is granted.

Stock Appreciation Rights. The Committee is authorized to grant Stock Appreciation Rights to Participants. Subject toUpon the termsexercise of the Plan, a Stock Appreciation Right granted under the Plan shall confer onRight, the holder thereof ashall have the right to receive, upon exercise thereof,receive the excess of # the fair market valueFair Market Value of one Share on the date of exercise or, if(or such amount less than such Fair Market Value as the Committee shall so determine in the 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 exerciseexercise) over # the fair market valuegrant price of the Stock Appreciation Right on the date of grant. Togrant, which, except in the extent a Stock Appreciation Right iscase of Substitute Awards or in connection with an adjustment provided for in [Section 12.2], shall not previously exercised as to all ofbe less than the Shares subject thereto, and if the fair market valueFair Market Value of one Share is greater than the exercise price then in effect, thenon such date of grant of the Stock Appreciation Right shall be deemed automatically exercised immediately before its expiration.Right.