Exercise. A Stock Appreciation Right shall entitle the holder of a Stock Option to receive, upon the exercise of the Stock Appreciation Right, shares of Stock (valued at their Fair Market Value at the time of exercise), cash or a combination thereof, in the discretion of the Board, in an amount equal in value to the excess of the Fair Market Value of the shares of Stock subject to the Stock Appreciation Right as of the date of such exercise over the purchase price of the Stock Appreciation Right, as shall be prescribed by the Board in its sole discretion and as shall be contained in the Participant’s Award Agreement. If granted in tandem with an option, the exercise of a Stock Appreciation Right will result in the surrender of the related Incentive Stock Option or Non-Qualified Stock Option and, unless otherwise provided by the Board in its sole discretion, the exercise of a Stock Option will result in the surrender of a related Stock Appreciation Right, if any.

Exercise.Except 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 entitlebe exercised by the holderdelivery of a Stock Optionnotice of exercise to receive, upon the exerciseCompany 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, shares ofRight is to be exercised. Upon exercise, a Stock (valued at their Fair Market Value at the time of exercise), cash orAppreciation Right shall entitle a combination thereof, in the discretion of the Board, inParticipant to an amount equal in value toto: (a) the excess of the Fair Market Value of a Share on the sharesexercise date over the exercise price per Share, multiplied by (b) the number of Stock subjectShares with respect to which the Stock Appreciation Right as of the date of such exercise over the purchase price of the Stock Appreciation Right, as shall be prescribed by the Board in its sole discretion and as shall be contained in the Participant’s Award Agreement. If granted in tandem with an option, the exercise of ais exercised. A Stock Appreciation Right will resultmay be settled in full Shares, cash, or a combination thereof, as specified by the Committee in the surrender of the related Incentive Stock Option or Non-Qualified Stock Option and, unless otherwise provided by the Board in its sole discretion, the exercise of a Stock Option will result in the surrender of a related Stock Appreciation Right, if any.Award Agreement.

Exercise. A Stock Appreciation Right granted in connection with an Option shall entitlebe exercisable at such time or times and only to the holder of aextent that the related Option is exercisable, and will not be transferable except to the extent the related Option may be transferable. A Stock Appreciation Right granted in connection with an Incentive Stock Option to receive, upon the exercise of the Stock Appreciation Right, shares of Stock (valued at their Fair Market Value at the time of exercise), cash or a combination thereof, in the discretion of the Board, in an amount equal in value to the excess ofshall be exercisable only if the Fair Market Value of the shares of Stock subject to the Stock Appreciation Right as ofa Share on the date of such exercise overexceeds the purchase price of the Stock Appreciation Right, as shall be prescribed by the Boardspecified in its sole discretion and as shall be contained in the Participant’s Award Agreement. If granted in tandem with an option, the exercise of a Stock Appreciation Right will result in the surrender of the related Incentive Stock Option or Non-Qualified Stock Option and, unless otherwise provided by the Board in its sole discretion, the exercise of a Stock Option will result in the surrender of a related Stock Appreciation Right, if any.Option.

Exercise. A Stock Appreciation Right shall entitleUpon the holderexercise of a Stock Option to receive, upon the exercise of the Stock Appreciation Right, a Participant shall be entitled to receive an amount in cash or in shares of Stock (valued at their Fair Market Value at the time of exercise), cash or a combination thereof,Stock, as set forth in the discretion ofaward agreement, which in the Board, in an amountaggregate are equal in value to the excess of the Fair Market Value of the sharesone share of Stock subject toon the date of exercise over the Fair Market Value of one share of Stock on the date of grant, multiplied by the number of shares in respect of which the Stock Appreciation Right as of the date of such exercise over the purchase price of the Stock Appreciation Right, as shall be prescribed by the Board in its sole discretion and as shall be contained in the Participant’s Award Agreement. If granted in tandem with an option, the exercise of a Stock Appreciation Right will result in the surrender of the related Incentive Stock Option or Non-Qualified Stock Option and, unless otherwise provided by the Board in its sole discretion, the exercise of a Stock Option will result in the surrender of a related Stock Appreciation Right, if any.have been exercised.

Method of Exercise. A Stock Appreciation Right shall entitlemay be exercised in whole or in part during the holderterm by giving written notice of exercise to the Company specifying the number of Shares in respect of which the Stock Appreciation Right is being exercised. The notice must be given by or on behalf of a person entitled to exercise the Stock Appreciation Right. Upon the exercise of a Stock OptionAppreciation Right, subject to receive, uponsatisfaction of the exercisetax withholding requirements pursuant to Article 15, the holder of the Stock Appreciation Right, shares of Stock (valued at their Fair Market Value at the time of exercise),Right is entitled to receive Shares or cash or a combination thereof,as specified in the discretion of the Board, in an amountoriginal Award Agreement (as set forth below) equal in value to the excess of the Fair Market Value of a Share on the sharesexercise date over the Exercise Price of the SAR multiplied by the number of Stock subject toAppreciation Rights being exercised. At any time the Fair Market Value of a Share on a proposed exercise date does not exceed the Exercise Price of the SAR, the holder of the Stock Appreciation Right as of the date ofshall not be permitted to exercise such exercise over the purchase price of the Stock Appreciation Right, as shall be prescribed by the Board in its sole discretion and as shall be contained in the Participant’s Award Agreement. If granted in tandem with an option, the exercise of a Stock Appreciation Right will result in the surrender of the related Incentive Stock Option or Non-Qualified Stock Option and, unless otherwise provided by the Board in its sole discretion, the exercise of a Stock Option will result in the surrender of a related Stock Appreciation Right, if any.right.

Exercise. A “Stock Appreciation Right shall entitleRight” means an Award entitling the holder of a Stock Optionrecipient to receive, upon the exercise of the Stock Appreciation Right,receive shares of Stock (valued at their Fair Market Value at(or cash, to the time of exercise), cash or a combination thereof,extent explicitly provided for in the discretion of the Board, in an amountapplicable Award Agreement) having a value equal in value to the excess of the Fair Market Value of the shares of Stock subject to the Stock Appreciation Right as ofon the date of such exercise over the purchaseexercise price of the Stock Appreciation Right, as shall be prescribedRight multiplied by the Board in its sole discretion and as shall be contained innumber of shares of Stock with respect to which the Participant’s Award Agreement. If granted in tandem with an option, the exercise of a Stock Appreciation Right will result in the surrender of the related Incentive Stock Option or Non-Qualified Stock Option and, unless otherwise provided by the Board in its sole discretion, the exercise of a Stock Option will result in the surrender of a related Stock Appreciation Right, if any.shall have been exercised.

Exercise. A Stock Appreciation Right shall entitle the holderParticipant (or other person entitled to exercise the Stock Appreciation Right pursuant to the Plan) to exercise all or a specified portion of athe Stock OptionAppreciation 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 price per Share of the Stock Appreciation Right from the Fair Market Value on the date of exercise of the Stock Appreciation Right, sharesRight by the number of Shares with respect to which the Stock (valued at their Fair Market Value atAppreciation Right shall have been exercised, subject to any limitations the time of exercise), cash or a combination thereof,Administrator may impose. Except as described in Section 9.1(c) hereof, the discretion ofexercise price per Share subject to each Stock Appreciation Right shall be set by the Board, in an amount equal in value to the excessAdministrator, but shall not be less than one hundred percent (100%) of the Fair Market Value ofon the shares of Stock subject todate the Stock Appreciation Right as of the date of such exercise over the purchase price of the Stock Appreciation Right, as shall be prescribed by the Board in its sole discretion and as shall be contained in the Participant’s Award Agreement. If granted in tandem with an option, the exercise of a Stock Appreciation Right will result in the surrender of the related Incentive Stock Option or Non-Qualified Stock Option and, unless otherwise provided by the Board in its sole discretion, the exercise of a Stock Option will result in the surrender of a related Stock Appreciation Right, if any.is granted.

Exercise. A “Stock Appreciation Right shall entitleRight” means an Award entitling the holder of a Stock Optionrecipient to receive, upon the exercise of the Stock Appreciation Right,receive shares of Stock (valued at their Fair Market Value at(or cash, to the time of exercise), cash or a combination thereof,extent explicitly provided for in the discretion of the Board, in an amountapplicable Award Certificate) having a value equal in value to the excess of the Fair Market Value of the shares of Stock subject to the Stock Appreciation Right as ofon the date of such exercise over the purchaseexercise price of the Stock Appreciation Right, as shall be prescribedRight multiplied by the Board in its sole discretion and as shall be contained innumber of shares of Stock with respect to which the Participant’s Award Agreement. If granted in tandem with an option, the exercise of a Stock Appreciation Right will result in the surrender of the related Incentive Stock Option or Non-Qualified Stock Option and, unless otherwise provided by the Board in its sole discretion, the exercise of a Stock Option will result in the surrender of a related Stock Appreciation Right, if any.shall have been exercised.

Exercise. Subject to Section 7(f), a Stock Appreciation Right granted in connection with an Option shall be exercisable at such time or times and only to the extent that the related Option is exercisable, and will not be transferable except to the extent the related Option may be transferable. A Stock Appreciation Right shall entitle the holder of agranted in connection with an Incentive Stock Option to receive, upon the exercise of the Stock Appreciation Right, shares of Stock (valued at their Fair Market Value at the time of exercise), cash or a combination thereof, in the discretion of the Board, in an amount equal in value to the excess ofshall be exercisable only if the Fair Market Value of the shares of Stock subject to the Stock Appreciation Right as ofa Share on the date of such exercise overexceeds the purchase price of the Stock Appreciation Right, as shall be prescribed by the Boardspecified in its sole discretion and as shall be contained in the Participant’s Award Agreement. If granted in tandem with an option, the exercise of a Stock Appreciation Right will result in the surrender of the related Incentive Stock Option or Non-Qualified Stock Option and, unless otherwise provided by the Board in its sole discretion, the exercise of a Stock Option will result in the surrender of a related Stock Appreciation Right, if any.Option.

Exercise. AFair Market Value on the exercise date of one Share over # the exercise price per Share, times # the number of Shares covered by the Stock Appreciation Right. Each Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, shall entitle a Participant to surrender to the holder of a Stock OptionCompany the unexercised Option, or any portion thereof, and to receive, uponreceive from the exercise of the Stock Appreciation Right, shares of Stock (valued at their Fair Market Value at the time of exercise), cash or a combination thereof,Company in the discretion of the Board, inexchange therefor an amount equal in value to # the excess of # the Fair Market Value on the exercise date of one Share over # the sharesOption 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 subjectAppreciation 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 asis being exercised. The date a notice of exercise is received by the date of suchCompany shall be the exercise over the purchase price of thedate. No fractional Shares will be issued in payment for Stock Appreciation Right, as shallRights, but instead cash will be prescribed bypaid for a fraction or, if the Board in its sole discretion and as shallCommittee should so determine, the number of Shares will be contained inrounded downward to the Participant’s Award Agreement. If granted in tandem with an option, the exercise of a Stock Appreciation Right will result in the surrender of the related Incentive Stock Option or Non-Qualified Stock Option and, unless otherwise provided by the Board in its sole discretion, the exercise of a Stock Option will result in the surrender of a related Stock Appreciation Right, if any.next whole Share.