Exercisability and Term. Subject to [Section 5(c)], each SAR Award Agreement shall specify the date when all or any installment of the SAR is to become exercisable. The SAR Award Agreement shall also specify the term of the SAR, provided that the term of the SAR shall in no event exceed ten (10) years from the date of grant. A SAR Award Agreement may provide for accelerated exercisability in the event of the Participant’s death, Disability or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Participant’s Service. SARs may be awarded in combination with Options, and such an Award may provide that the SARs will not be exercisable unless the related Options are forfeited. A SAR may be included in an ISO only at the time of grant but may be included in an NSO at the time of grant or thereafter. A SAR granted under the Plan may provide that it will be exercisable only in the event of a Change in Control.

Exercisability and Term. Subject to [Section 5(c)], eachEach SAR Award Agreement shall specify the date when all or any installment of the SAR is to become exercisable. The SAR Award Agreement shall also specify the term of the SAR, provided that the term of the SAR shall in no event exceed ten (10) years from the date of grant.SAR. A SAR Award Agreement may provide for accelerated exercisability in the event of the Participant’s death, Disability or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Participant’s Service.service. SARs may be awarded in combination with Options, and such an Award may provide that the SARs will not be exercisable unless the related Options are forfeited. A SAR may be included in an ISO only at the time of grant but may be included in an NSO at the time of grant or thereafter. A SAR granted under the Plan may provide that it will be exercisable only in the event of a Change in Control.

Exercisability and Term. Subject to [Section 5(c)], each SAREach Stock Option Award Agreement shall specify the date when all or any installment of the SAROption is to become exercisable. The SARStock Option Award Agreement shall also specify the term of the SAR,Option; provided that the term of the SARan Option shall in no event exceed ten (10)10 years from the date of grant.grant (five years for ISOs granted to Employees described in [Section 4(b)]). A SARStock Option Award Agreement may provide for accelerated exercisability in the event of the Participant’s death, DisabilityDisability, or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Participant’s Service. SARsOptions may be awarded in combination with Options,SARs, and such an Award may provide that the SARsOptions will not be exercisable unless the related OptionsSARs are forfeited. A SAR may be includedSubject to the foregoing in this [Section 7(e)], the Committee in its sole discretion shall determine when all or any installment of an ISO only at the time of grant but may be included inOption is to become exercisable and when an NSO at the time of grant or thereafter. A SAR granted under the Plan may provide that it will be exercisable only in the event of a Change in Control.Option is to expire.

Exercise of SARs. Unless the Award Agreement otherwise provides, an SAR related to an Option will be exercisable at such time or times, and Term. Subject to [Section 5(c)], each SARthe extent, that the related Option will be exercisable; provided that the Award Agreement shall specifynot, without the date when all or any installmentapproval of the stockholders of the Company, provide for a vesting period for the exercise of the SAR that is more favorable to become exercisable. Thethe Participant than the exercise period for the related Option. An SAR Award Agreement shall also specify themay not have a term of the SAR, provided that the term of the SAR shall in no event exceed ten (10)exceeding eight years from the date of grant. A SAR Award Agreement may provide for accelerated exercisability in the event of the Participant’s death, Disability or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Participant’s Service. SARs may be awarded in combination with Options, and such an Award may provide that the SARs will not be exercisable unless the related Options are forfeited. A SAR may be included in an ISO only at the time of grant but may be included in an NSO at the time of grant or thereafter. AGrant Date. An SAR granted under the Plan may provide that itindependently of any other Award will be exercisable pursuant to the terms of the Award Agreement. Whether an SAR is related to an Option or is granted independently, the SAR may only inbe exercised when the eventFair Market Value of a Change in Control.the Shares underlying the SAR exceeds the exercise price of the SAR.

Exercisability and Term. Subject to [Section 5(c)], each SAR AwardEach Stock Option Agreement shall specify the date when all or any installment of the SAROption is to become exercisable. The SAR AwardStock Option Agreement shall also specify the term of the SAR,Option; provided that the term of the SARan ISO shall in no event exceed ten (10)10 years from the date of grant.grant (five years for Employees described in [Section 4.c])). A SAR AwardStock Option Agreement may provide for accelerated exercisability in the event of the Participant’Optionee’s death, DisabilityDisability, or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Participant’Optionee’s Service. SARsOptions may be awarded in combination with Options,SARs, and such an Award may provide that the SARsOptions will not be exercisable unless the related OptionsSARs are forfeited. A SAR may be includedSubject to the foregoing in this [Section 7(e)], the Committee at its sole discretion shall determine when all or any installment of an ISO only at the time of grant but may be included inOption is to become exercisable and when an NSO at the time of grant or thereafter. A SAR granted under the Plan may provide that it will be exercisable only in the event of a Change in Control.Option is to expire.