Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each SAR, including but not limited to: # whether the SAR is granted independently of an Option or in tandem with an Option; # the grant date, which may not be any day prior to the date that the Administrator approves the grant; # the number of Shares to which the SAR relates; # the grant price, which may never be less than the Fair Market Value of the Shares subject to the SAR as determined on the date of grant; # the terms and conditions of exercise or maturity, including vesting; # the term, provided that an SAR must terminate no later than ten (10) years after the date of grant; and # whether the SAR will be settled in cash, Shares or a combination thereof.