Effect of Change in Control. The Committee may determine, at the time of granting an Option or thereafter, that such Option (and any SARs included therein) shall become fully exercisable as to all Common Shares subject to such Option in the event thatif a Change in Control occurs. If the Committee finds that there is a reasonable possibility that, within the next six months, a Change in Control will occur with respect to the Company, then the Committee may determine that all outstanding Options (and any SARs included therein) shall become fully exercisable as to all Common Shares subject to such Options.

Effect of Change in Control. The Committee may determine, atIn the timeevent of granting an Option or thereafter, thata Change in Control, all Options (other than Options granted to Directors) outstanding on the date of such Option (and any SARs included therein)Change in Control shall become immediately and fully exercisable, provided, however, that the Committee shall have the authority to grant Options that do not become immediately and fully exercisable as to all Common Shares subject to such Option in the event thatifof a Change in Control occurs. Ifby including such provision in the Committee finds that there is a reasonable possibility that, withinOption Agreement evidencing such Option. Notwithstanding anything else herein to the next six months,contrary, in the event of a Change in Control will occur with respectControl, the Board in its sole discretion has the authority to terminate any and all Options and Awards, and to pay to the Company, thenholder of the Committee may determine that all outstanding Options (and any SARs included therein) shall become fully exercisable as to all Common Shares subject toor Awards the value of such Options.Options and Awards.