Section # Settlement of SARs. Upon exercise of a SAR, the Participant shall be entitled to receive payment in Shares, or such other form as determined by the Administrator, having an aggregate value equal to the Fair Market Value of one Share on the exercise date over # the Base Price of such SAR; provided, however, that on the grant date, the Administrator may establish a maximum amount per Share that may be payable upon exercise of a SAR.

Payment after Exercise of SARs. UponSubject to the provisions of the Agreement, upon the exercise of a SAR, the Participant shall beis entitled to receivereceive, without any payment in Shares, or such other form as determinedto the Company (except for required tax withholding), an amount equal (the "SAR Value") to the product of multiplying # the number of Shares with respect to which the SAR is exercised by the Administrator, having# an aggregate valueamount equal to the excess of # the Fair Market Value of oneper Share on the date of exercise dateof the SAR over # the Base Price of such SAR; provided, however, thatFair Market Value per Share on the grant date, the Administrator may establish a maximum amount per Share that may be payable upon exercise of a SAR.Award Date.

Payment of SARs.SAR Amount. Upon exercise of a SAR, the Participanta Grantee shall be entitled to receive payment from the Company in Shares, or such other form asan amount determined by multiplying # the Administrator, having an aggregate value equal topositive difference between the Fair Market Value of onea Share on the date of exercise date over the exercise price per Share by # the Base Pricenumber of such SAR; provided, however, that onShares with respect to which the grant date,SAR is exercised. The payment upon a SAR exercise shall be solely in whole Shares of equivalent value. Fractional Shares shall be rounded down to the Administrator may establish a maximum amount pernearest whole Share that may be payablewith no cash consideration being paid upon exercise of a SAR.exercise.

Upon the exercise of aan SAR, thea Participant shall be entitled to receive payment in Shares, or such other form asan amount determined by multiplying: # the Administrator, having an aggregate value equal todifference between the Fair Market Value of one Sharethe Common Stock on the date of exercise date over the grant price of the SAR by # the Base Pricenumber of such SAR; provided, however, that onshares with respect to which the grant date,SAR is exercised. At the Administrator may establish a maximum amount per Share that may be payablediscretion of the Committee as set forth in the instrument evidencing the Award, the payment upon exercise of a SAR.an SAR may be in cash, in shares, in some combination thereof or in any other manner approved by the Committee in its sole discretion.

Subject to the discretion of the Administrator to substitute cash for Shares, or some portion of the Shares for cash, the amount of Shares that may be issued pursuant to the exercise of a SAR shall be determined by dividing: # Settlementthe total number of SARs. UponShares as to which the SAR is exercised, multiplied by the amount by which the Fair Market Value of the Shares on the exercise date exceeds the Fair Market Value of a Share on the date of grant of the SAR; by # the Fair Market Value of a Share on the exercise date; provided, however, that fractional Shares shall not be issued and in lieu thereof, a cash adjustment shall be paid. In lieu of issuing Shares upon the exercise of a SAR, the Participant shall be entitledAdministrator in its sole discretion may elect to receive payment in Shares, or such other form as determined bypay the Administrator, having an aggregate value equal tocash equivalent of the Fair Market Value of one Sharethe Shares on the exercise date over #for any or all of the Base Price of such SAR; provided, however,Shares that on the grant date, the Administrator may establish a maximum amount per Share that maywould otherwise be payableissuable upon exercise of athe SAR.

Payment of SARs. Upon exercise of a SAR,the SAR Value to the Participant shall be entitled to receive paymentmade at the time of exercise in Shares, in cash or such other formin a combination thereof as determined by the Administrator, having an aggregate value equalCommittee. To the extent payment of the SAR Value to the Participant is made in Shares, such Shares shall be valued at the Fair Market Value of one Share on the exercise date over #of exercise. The Committee may specify in a SAR Agreement that the Base PriceShares which are delivered upon payment of such SAR; provided, however, that on the grant date, the Administrator may establish a maximum amount per Share thatSAR Value may be payable upon exercise of a SAR.Restricted Stock pursuant to [Article VII] and subject to such further restrictions and vesting as provided in the SAR Agreement.

Right to Payment. An SAR shall confer on the Participant shall be entitled to receive payment in Shares, or such other form as determined bywhom it is granted a right to receive, upon exercise thereof, the Administrator, having an aggregate value equal toexcess of # the Fair Market Value of one Shareshare of Stock on the date of exercise date over # the Base Pricegrant price of such SAR; provided, however, that on the grant date,SAR as determined by the Administrator may establish a maximum amount per Share that may be payable upon exercise of a SAR.Committee.

Exercise of SARs. Upon exercise of a SAR, the Participant (or any person having the right to exercise the SAR after such Participant’s death) shall be entitled to receive payment infrom the Company # Shares, # cash or such other form# a combination of Shares and cash, as determined by the Administrator, having an aggregate value equal toCommittee shall determine. The amount of cash and/or the Fair Market Value of one Share on the exercise date over # the Base Price of such SAR; provided, however, that on the grant date, the Administrator may establish a maximum amount per Share that may be payableShares received upon exercise of a SAR.SAR shall, in the aggregate, be equal to the amount by which the Fair Market Value (on the date of surrender) of the Shares subject to the SAR exceeds the Exercise Price.

Settlement of SARs. Upon the exercise of an SAR, pursuant to a SAR,notice of exercise properly completed and submitted to the Company in accordance with [Section 8.5], a Participant shall be entitled to receive payment from the Company in Shares, or such other form as determined by the Administrator, having an aggregate valueamount equal to the Fair Market Valueproduct of one Share on the exercise date over # the Base Price of such SAR; provided, however, that on the grant date, the Administrator may establish a maximum amount per Share that may be payable upon exercise of a SAR.[(a) and (b)])] below:

Settlement of SARs. Upon the exercise of aan SAR, thea Participant shall be entitled to receive payment from the Company in Shares, or such other form asan amount determined by the Administrator, having an aggregate value equal to the Fair Market Value of one Share on the exercise date over # the Base Price of such SAR; provided, however, that on the grant date, the Administrator may establish a maximum amount per Share that may be payable upon exercise of a SAR.multiplying: