Termination of Employment: Upon death, Disability or Retirement, all unvested SARs become fully exercisable for their remaining term. Upon termination due to involuntary termination without cause, holder may exercise SARs for three months following termination, but only to the extent they were vested at the time of termination. Upon voluntary termination or termination with cause, unexercised SARCs are forfeited.

Termination of Employment. Upon death, Disability or Retirement, all unvested SARs become fully exercisable for their remaining term. Upon termination due to voluntary termination or involuntary termination without Cause, SARs may be exercised for three months following termination, but only to the extent vested at the time of termination. Upon involuntary termination with Cause, unexercised SARs are forfeited.

If the Participant experiences a Termination of Employment due to death or Disability, then the SAR shall thereafter be fully exercisable for a period of one (1) year following the date of such Termination of Employment, or until the Expiration Date, whichever period is shorter. If the Participant experiences a Termination of Employment due to Retirement, then the SAR shall thereafter be fully exercisable for a period of ninety (90) consecutive days following the date of such Termination of Employment, or until the Expiration Date, whichever period is shorter. If the Participant experiences a Termination of Employment for Cause, the SAR shall terminate immediately and shall not be exercisable thereafter. If the Participant experiences a Termination of Employment for any other reason, then the portion of the SAR that was vested immediately prior to the Termination of Employment shall thereafter be exercisable for a period of ninety (90) consecutive days following the date of such Termination of Employment, or until the Expiration Date, whichever period is shorter