Section # Exercisability and Vesting; Exercise. Each Option and SAR shall vest and become exercisable according to the terms and conditions as determined by the Administrator. Except as otherwise determined by the Administrator, Options and SARs shall vest ratably in equal annual installments over a three-year period, on each of the first three anniversaries of the grant date. Except as otherwise determined by the Administrator, SARs granted in tandem with an Option shall become vested and exercisable on the same date or dates as the Options with which such SARs are associated vest and become exercisable. SARs that are granted in tandem with an Option may only be exercised upon the surrender of the right to exercise such Option for an equivalent number of Shares, and may be exercised only with respect to the Shares for which the related Option is then exercisable. The Administrator shall specify the manner of and any terms and conditions of exercise of an exercisable Option or SAR, including but not limited to net-settlement, delivery of previously owned stock and broker-assisted sales.

SectionStock Appreciation Rights. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each SAR, including but not limited to: # Exercisability and Vesting; Exercise. Eachwhether the SAR is granted independently of an Option andor relates to an Option; # the grant date, which may not be any day prior to the date that the Administrator approves the grant; # the number of Shares to which the SAR relates; # the grant price, provided that the grant price shall vest and become exercisable accordingnot be less than the Fair Market Value of the Shares subject to the SAR as determined on the date of grant; # the terms and conditions as determined byof exercise or maturity, including vesting; # the Administrator. Except asterm, provided that an SAR must terminate no later than ten (10) years after the date of grant; and # whether the SAR will be settled in cash, Shares or a combination thereof. If an SAR is granted in relation to an Option, then unless otherwise determined by the Administrator, Options and SARsthe SAR shall vest ratably in equal annual installments over a three-year period, on each ofbe exercisable or shall mature at the first three anniversaries of the grant date. Except as otherwise determined by the Administrator, SARs granted in tandem with an Option shall become vested and exercisablesame time or times, on the same date or dates asconditions and to the Options with which such SARs are associated vestextent and become exercisable. SARsin the proportion, that are granted in tandem with anthe related Option may only be exercised upon the surrender of the right to exercise such Option for an equivalent number of Shares,is exercisable and may be exercised onlyor mature for all or part of the Shares subject to the related Option. Upon exercise of any number of SARs, the number of Shares subject to the related Option shall be reduced accordingly and such Option may not be exercised with respect to that number of Shares. The exercise of any number of Options that relate to an SAR shall likewise result in an equivalent reduction in the number of Shares for whichcovered by the related Option is then exercisable. The Administrator shall specify the manner of and any terms and conditions of exercise of an exercisable Option or SAR, including but not limited to net-settlement, delivery of previously owned stock and broker-assisted sales. SAR.

Section # ExercisabilityExercise of SARs. Unless the Award Agreement otherwise provides, an SAR related to an Option will be exercisable at such time or times, and Vesting; Exercise. Eachto the extent, that the related Option andwill be exercisable; provided that the Award Agreement shall not, without the approval of the stockholders of the Company, provide for a vesting period for the exercise of the SAR shall vest and becomethat is more favorable to the Participant than the exercise period for the related Option. An SAR may not have a term exceeding eight years from its Grant Date. An SAR granted independently of any other Award will be exercisable accordingpursuant to the terms and conditions as determined by the Administrator. Except as otherwise determined by the Administrator, Options and SARs shall vest ratably in equal annual installments over a three-year period, on each of the first three anniversaries of the grant date. Except as otherwise determined by the Administrator, SARs granted in tandem withAward Agreement. Whether an SAR is related to an Option shall become vested and exercisable onor is granted independently, the same date or dates as the Options with which such SARs are associated vest and become exercisable. SARs that are granted in tandem with an OptionSAR may only be exercised uponwhen the surrenderFair Market Value of the right toShares underlying the SAR exceeds the exercise such Option for an equivalent numberprice of Shares, and may be exercised only with respect to the Shares for which the related Option is then exercisable. The Administrator shall specify the manner of and any terms and conditions of exercise of an exercisable Option or SAR, including but not limited to net-settlement, delivery of previously owned stock and broker-assisted sales. SAR.