Exercise Price. The per Share exercise price of an SAR shall be determined in the sole discretion of the Committee, shall be set forth in the applicable Award Agreement, and shall be no less than 100% of the Fair Market Value of one Share. The exercise price of an SAR related to an Option shall be the same as the exercise price of the related Option. Neither the Company nor the Committee shall, without stockholder approval, allow for a repricing of any SAR within the meaning of federal securities laws applicable to proxy statement disclosures.

Exercise Price. Each SAR Award Agreement shall specify the Exercise Price. The per Share exercise priceExercise Price of ana SAR shall not be determined in the sole discretion of the Committee, shall be set forth in the applicable Award Agreement, and shall be no less than 100% of the Fair Market Value of one Share. The exercise pricea Share on the date of grant. Notwithstanding the foregoing, SARs may be granted with an SAR relatedExercise Price of less than 100% of the Fair Market Value per Share on the date of grant pursuant to an Optiona transaction described in, and in a manner consistent with, Section 424(a) of the Code. Subject to the foregoing in this Section 9(c), the Exercise Price under any SAR shall be the same as the exercise price of the related Option. Neither the Company nordetermined by the Committee shall, without stockholder approval, allow for a repricing of any SAR within the meaning of federal securities laws applicable to proxy statement disclosures.in its sole discretion.

Exercise Price. The per Share exercise price"Exercise Price" of aneach Option and SAR granted under this Section 2 shall be established by the Committee or shall be determined inby a method established by the sole discretion ofCommittee at the Committee,time the Option or SAR is granted, except that the Exercise Price shall not be set forth in the applicable Award Agreement, and shall be no less than 100% of the Fair Market Value of one Share. The exercise pricea share of an SAR related to an OptionStock as of the Pricing Date. For purposes of the preceding sentence, the "Pricing Date" shall be the same asdate on which the exercise price of the related Option. Neither the Company nor the Committee shall, without stockholder approval, allow for a repricing of anyOption or SAR within the meaning of federal securities laws applicable to proxy statement disclosures.is granted.

Exercise Price. Each SAR Agreement shall specify the Exercise Price. The per Share exercise priceExercise Price of ana SAR shall not be determined in the sole discretion of the Committee, shall be set forth in the applicable Award Agreement, and shall be no less than 100% of the Fair Market Value of one Share. The exercise pricea Share on the date of grant. Notwithstanding the foregoing, SARs may be granted with an SAR relatedExercise Price of less than 100% of the Fair Market Value of a Share on the date of grant pursuant to an Optiona transaction described in, and in a manner consistent with, Section 424(a) of the Code. Subject to the foregoing in this Section 9.c), the Exercise Price under any SAR shall be the same as the exercise price of the related Option. Neither the Company nordetermined by the Committee shall, without stockholder approval, allow for a repricing of any SAR within the meaning of federal securities laws applicable to proxy statement disclosures.in its sole discretion.

Exercise Price. The per Share exercise price“Exercise Price” of aneach Option and SAR granted under this Section 2 shall be established by the Committee or shall be determined inby a method established by the sole discretion ofCommittee at the Committee,time the Option or SAR is granted, except that the Exercise Price shall not be set forth in the applicable Award Agreement, and shall be no less than 100% of the Fair Market Value of one Share. The exercise pricea share of an SAR related to an OptionStock as of the Pricing Date. For purposes of the preceding sentence, the “Pricing Date” shall be the same asdate on which the exercise price of the related Option. Neither the Company nor the Committee shall, without stockholder approval, allow for a repricing of anyOption or SAR within the meaning of federal securities laws applicable to proxy statement disclosures.is granted.

Exercise Price. The per ShareCommittee shall fix the exercise price of aneach SAR or specify the manner in which the price shall be determined in the sole discretion of the Committee, shall be set forth in the applicable Award Agreement, and shall be nodetermined. A SAR may not have an exercise price less than 100% of the Fair Market Value of one Share. The exercise price of an SAR related to an Option shall be the same asCommon Stock on the exercise pricedate of the related Option. Neither the Company nor the Committee shall, without stockholder approval, allow for a repricing of any SAR within the meaning of federal securities laws applicable to proxy statement disclosures.grant.

“Exercise Price. The per Share exercise pricePrice” shall mean, in the case of an SAR shallOption, the amount for which one Share may be determined in the sole discretionpurchased upon exercise of the Committee, shall be set forthsuch Option, as specified in the applicable Stock Option Award Agreement. “Exercise Price” shall mean, in the case of a SAR, an amount, as specified in the applicable SAR Award Agreement, and shall be no less than 100% ofwhich is subtracted from the Fair Market Value of one Share. TheShare in determining the amount payable upon exercise price of an SAR related to an Option shall be the same as the exercise price of the related Option. Neither the Company nor the Committee shall, without stockholder approval, allow for a repricing of any SAR within the meaning of federal securities laws applicable to proxy statement disclosures.such SAR.

Exercise Price. The exercise or hurdle price per Share exercise price of anunder a SAR shall be determined by the Committee; provided, however, that, except in the sole discretioncase of the Committee,Replacement Awards, such exercise or hurdle price shall not be set forth in the applicable Award Agreement, and shall be no less than 100% of the Fair Market Value of one Share. The exercise pricea Share on the date of grant of such SAR (or if granted in connection with an SAR related to an Option shall beOption, on the same as the exercise pricedate of the related Option. Neither the Company nor the Committee shall, without stockholder approval, allow for a repricinggrant of any SAR within the meaning of federal securities laws applicable to proxy statement disclosures.such Option).

“Exercise Price. The per Share exercise pricePrice” shall mean, in the case of an SAR shallOption, the amount for which one Share may be determined in the sole discretionpurchased upon exercise of the Committee, shall be set forthsuch Option, as specified in the applicable AwardStock Option Agreement. “Exercise Price,” in the case of a SAR, shall mean an amount, as specified in the applicable SAR Agreement, and shall be no less than 100% ofwhich is subtracted from the Fair Market Value of one Share. TheShare in determining the amount payable upon exercise price of an SAR related to an Option shall be the same as the exercise price of the related Option. Neither the Company nor the Committee shall, without stockholder approval, allow for a repricing of any SAR within the meaning of federal securities laws applicable to proxy statement disclosures.such SAR.

Exercise Price. The per Share exercise price of anA SAR shall be determined inconfer on the sole discretionGrantee to whom it is granted a right to receive, upon exercise thereof, the excess of the Committee, shall be set forth in the applicable Award Agreement, and shall be no less than 100% of# the Fair Market Value of one Share. The(1) share of Stock on the date of exercise over # the per share exercise price of ansuch SAR related to(the “SAR Price”) as determined by the Committee. The Award Agreement for a SAR shall specify the SAR Price, which, except in the case of Substitute Awards, shall be no less than the Fair Market Value of one (1) share of Stock on the Grant Date of such SAR. SARs may be granted in tandem with all or part of an Option shall begranted under the same asPlan or at any subsequent time during the exercise priceterm of the related Option. Neither the Company nor the Committee shall, without stockholder approval, allow for a repricingsuch Option, in combination with all or any part of any other Award or without regard to any Option or other Award; provided that a SAR withinthat is granted subsequent to the meaningGrant Date of federal securities laws applicable to proxy statement disclosures.a related Option must have a SAR Price that is no less than the Fair Market Value of one (1) share of Stock on the Grant Date of such SAR.