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Terms. The exercise price per Share of a Stock Appreciation Right shall be an amount determined by the Committee but in no event shall such amount be less than the Fair Market Value of a Share on the date the Stock Appreciation Right is granted; provided, however, that notwithstanding the foregoing in the case of a Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, the exercise price may not be less than the Option Price of the related Option. Each Stock Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to # the excess of # the

Terms. The exercise price per Share of a Stock Appreciation Right shall be an amount determined by the Committee butat the time the Stock Appreciation Right is granted and set forth in the related Award Agreement; provided, however, that in no event shall such amountthe exercise price of any Stock Appreciation Right be less than one hundred percent (100%) of the Fair Market Value of a Share on the date the Stock Appreciation Right is granted; provided, however, that notwithstanding the foregoing in the case of a Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, the exercise price may not be less than the Option Price of the related Option. Each Stock Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to # the excess of # theGrant Date.

Terms. TheFair Market Value on the exercise date of one Share over # the exercise price per ShareShare, times # the number of a Stock Appreciation Right shall be an amount determinedShares covered by the Committee but in no event shall such amount be less than the Fair Market Value of a Share on the date the Stock Appreciation Right is granted; provided, however, that notwithstanding the foregoing in the case of aRight. Each Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, the exercise price may not be less than the Option Price of the related Option. Each Stock Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to surrender to the Company the unexercised Option, or any portion thereof, and to receive from the Company in exchange therefor an amount equal to # the excess of # the Fair Market Value on the exercise date of one Share over # the Option Price per Share, times # the number of Shares covered by the Option, or portion thereof, which is surrendered. Payment shall be made in Shares or in cash, or partly in Shares and partly in cash (any such Shares valued at such Fair Market Value), all as shall be determined by the Committee. Stock Appreciation Rights may be exercised from time to time upon actual receipt by the Company of written notice of exercise stating the number of Shares with respect to which the Stock Appreciation Right is being exercised. The date a notice of exercise is received by the Company shall be the exercise date. No fractional Shares will be issued in payment for Stock Appreciation Rights, but instead cash will be paid for a fraction or, if the Committee should so determine, the number of Shares will be rounded downward to the next whole Share.

Terms.Exercise Price. The exercise price per Sharefor each grant of a Stock Appreciation Right shall be an amount determined by the Committee but in no eventCommittee; provided, however, that the exercise price for each Share subject to a Stock Appreciation Right shall such amountnot be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant of the Stock Appreciation Right is granted; provided, however, that notwithstanding(or, if greater, 100% of the foregoingexercise price of the related stock option in the case of a Tandem Stock Appreciation Right). Subject to the provisions of Section 13, the exercise price of a Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, the exercise price mayshall not be less than the Option Price of the related Option. Each Stock Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to # the excess of # theadjusted or amended following issuance.

Terms. The exercise price per ShareExercise Price. Subject to Section 3.4, the Exercise Price of a Stock Appreciation Right shall be an amount determined by the Committee but in no event shall such amountwill never be less than 100% of the Fair Market Value of a Sharethe related Shares on the dateDate of Grant. If a variable Exercise Price is specified at the time of grant, the Exercise Price may vary pursuant to a formula or other method established by the Committee; provided, however, that such formula or method will provide for a minimum Exercise Price equal to the Fair Market Value of the Shares on the Date of Grant. Except as otherwise provided in Section 3.4, no subsequent amendment of an outstanding Stock Appreciation Right is granted;may reduce the Exercise Price to less than 100% of the Fair Market Value of the Shares on the Date of Grant. Nothing in this [Section 7.3(c)] shall be construed as limiting the Committee’s authority to grant premium price Stock Appreciation Rights which do not become exercisable until the Fair Market Value of the related Shares exceeds a specified percentage (e.g., 110%) of the Exercise Price; provided, however, that notwithstanding the foregoing in the case of a Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, the exercise price may notsuch percentage will never be less than the Option Price of the related Option. Each Stock Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to # the excess of # the100%.

Terms. TheA Stock Appreciation Right shall entitle the Participant (or other person entitled to exercise the Stock Appreciation Right pursuant to the Plan) to exercise all or a specified portion of the Stock Appreciation Right (to the extent then-exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise price per Share of athe Stock Appreciation Right from the Fair Market Value on the date of exercise of the Stock Appreciation Right by the number of Shares with respect to which 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 an amount determinedset by the CommitteeAdministrator, but in no event shall such amountnot be less than one hundred percent (100%) of the Fair Market Value of a Share on the date the Stock Appreciation Right is granted; provided, however, that notwithstanding the foregoing in the case of a Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, the exercise price may not be less than the Option Price of the related Option. Each Stock Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to # the excess of # thegranted.

Terms.Exercise Price. The exercise price per ShareExercise Price of Shares purchasable under a Stock Appreciation Right shall be an amount determined by the CommitteeAdministrator in its sole discretion at the time of grant, but in no event shall such amountthe exercise price of a Stock Appreciation Right be less than one hundred percent (100%) of the Fair Market Value of a Shareshare of Common Stock on the date the Stock Appreciation Right is granted; provided, however, that notwithstanding the foregoing in the case of a Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, the exercise price may not be less than the Option Price of the related Option. Each Stock Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to # the excess of # thegrant.

Terms.Exercise Price. The exercise price per Shareshare of a Stock Appreciation Right shall be an amount determined by the Committee butAdministrator at the time of grant and set forth in no eventthe applicable stock appreciation right agreement; provided, however, that the exercise price per share shall such amount be not less than the Fair Market Value of a Shareper share on the date the Stock Appreciation Right is granted; provided, however, that notwithstanding the foregoing in the case of a Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, the exercise price may not be less than the Option Price of the related Option. Each Stock Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to # the excess of # thegranted.

Terms. TheExcept as otherwise provided in the Plan or in a related Award Agreement, a Stock Appreciation 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 price per Shareto 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 beentitle a Participant to an amount determined byequal to: (a) the Committee but in no event shall such amount be less thanexcess 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 granted; provided, however, that notwithstanding the foregoing in the case of aexercised. A Stock Appreciation Right grantedmay be settled in conjunction with an Option,full Shares, cash, or a portioncombination thereof, as specified by the exercise price may not be less than the Option Price ofCommittee in the related Option. Each Stock Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to # the excess of # theAward Agreement.

Terms. TheAmount Payable. Upon the exercise price per Share of a Stock Appreciation Right related to an Option, the Grantee shall be entitled to receive an amount determined by multiplying # the Committee but in no event shall such amount be less thanexcess of the Fair Market Value of a Share on the date of exercise of such Stock Appreciation Right over the per Share purchase price under the related Option, by # the number of Shares as to which such Stock Appreciation Right is being exercised. Notwithstanding the foregoing, the Committee may limit in any manner the amount payable with respect to any Stock Appreciation Right by including such a limit in the Agreement evidencing the Stock Appreciation Right at the time it is granted; provided, however, that notwithstanding the foregoing in the case of a Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, the exercise price may not be less than the Option Price of the related Option. Each Stock Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to # the excess of # thegranted.

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