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Exercise Price. Each SAR Agreement shall specify the Exercise Price. The Exercise Price of a SAR shall not be less than 100% of the Fair Market Value of a Share on the date of grant. Notwithstanding the foregoing, SARs may be granted with an Exercise Price of less than 100% of the Fair Market Value of a Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code. Subject to the foregoing in this Section 9.c), the Exercise Price under any SAR shall be determined by the Committee in its sole discretion.

Exercise Price. Each SAR Award Agreement shall specify the Exercise Price. The Exercise Price of a SAR shall not be less than 100% of the Fair Market Value of a Share on the date of grant. Notwithstanding the foregoing, SARs may be granted with an Exercise Price of less than 100% of the Fair Market Value of aper Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code. Subject to the foregoing in this Section 9.9(c), the Exercise Price under any SAR shall be determined by the Committee in its sole discretion.

Exercise Price. Each SAR Agreement shall specify the Exercise Price. The Exercise PriceCommittee shall fix the exercise price of aeach SAR or specify the manner in which the price shall be determined. A SAR may not behave an exercise price less than 100% of the Fair Market Value of a Sharethe Common Stock on the date of grant. Notwithstanding the foregoing, SARs may be granted with an Exercise Price of less than 100% of the Fair Market Value of a Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code. Subject to the foregoing in this Section 9.c), the Exercise Price under any SAR shall be determined by the Committee in its sole discretion. grant.

Exercise Price. Each SAR Agreement shall specify the Exercise Price. The Exercise Priceper Share exercise price of aan SAR shall not be determined in the sole discretion of the Committee, shall be set forth in the applicable Award Agreement, and shall be no less than 100% of the Fair Market Value of a Share onone Share. The exercise price of an SAR related to an Option shall be the date of grant. Notwithstandingsame as the foregoing, SARs may be granted with an Exercise Price of less than 100%exercise price of the Fair Market Valuerelated Option. Neither the Company nor the Committee shall, without stockholder approval, allow for a repricing of a Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code. Subject to the foregoing in this Section 9.c), the Exercise Price under any SAR shall be determined bywithin the Committee in its sole discretion. meaning of federal securities laws applicable to proxy statement disclosures.

Exercise Price. Each SAR Agreement shall specify the Exercise Price. The "Exercise Price" of each Option and SAR granted under this Section 2 shall be established by the Committee or shall be determined by a method established by the Committee at the time the Option or SAR is granted, except that the Exercise Price of a SAR shall not be less than 100% of the Fair Market Value of a Share onshare of Stock as of the Pricing Date. For purposes of the preceding sentence, the "Pricing Date" shall be the date of grant. Notwithstandingon which the foregoing, SARs may be granted with an Exercise Price of less than 100% of the Fair Market Value of a Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code. Subject to the foregoing in this Section 9.c), the Exercise Price under anyOption or SAR shall be determined by the Committee in its sole discretion. is granted.

Exercise Price. Each SAR Agreement shall specify the Exercise Price. The Exercise Price” of each Option and SAR granted under this Section 2 shall be established by the Committee or shall be determined by a method established by the Committee at the time the Option or SAR is granted, except that the Exercise Price of a SAR shall not be less than 100% of the Fair Market Value of a Share onshare of Stock as of the Pricing Date. For purposes of the preceding sentence, the “Pricing Date” shall be the date of grant. Notwithstandingon which the foregoing, SARs may be granted with an Exercise Price of less than 100% of the Fair Market Value of a Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code. Subject to the foregoing in this Section 9.c), the Exercise Price under anyOption or SAR shall be determined by the Committee in its sole discretion. is granted.

Exercise Price. Each SAR Agreement shall specify the Exercise Price. The Exercise Price of a SARand Other Terms. All SARs shall not be granted with an exercise price no less than 100% of the Fair Market Value of a Sharethe underlying Shares on the date of grant. NotwithstandingSARs' Grant Date. The Board, subject to the foregoing, SARs may be granted with an Exercise Price of less than 100%provisions of the Fair Market ValuePlan, shall have complete discretion to determine the terms and conditions of aSARs granted under the Plan. The exercise price per Share onof Tandem SARs shall equal the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a)exercise price per Share of the Code. Subject to the foregoing in this Section 9.c), the Exercise Price under any SAR shall be determined by the Committee in its sole discretion. related Option.

Exercise Price.SAR Agreement. Each SAR grant shall be evidenced by an Agreement that shall specify its terms and conditions, which terms and conditions shall be determined by the Exercise Price.Committee, subject to the limitations set forth in this Section 9.2. The Exercise Priceper Share exercise price of a SAR shall not be less than 100% of the Fair Market Value of a Sharethe Stock on the date of grant. Notwithstanding the foregoing,Award Date. Except for SARs may be granted with an Exercise Price of less than 100% of the Fair Market Valueto Non-Employee Directors as part of a Share on the date of grantretainer, including annual or other grants made pursuant to a transaction described in, and indirector compensation policy or arrangement, if the exercisability of a manner consistent with, Section 424(a)SAR is subject solely to time-based conditions, the length of the Code. Subjectsuch period of time shall not be less than one year, subject to the foregoing in this Section 9.c), the Exercise Price under any SAR shall be determined by the Committee in its sole discretion. applicable provisions regarding accelerated vesting.

Exercise Price. Each SAR AgreementPrice shall specifymean, in the Exercise Price. The Exercise Pricecase of an Option, the amount for which one Share may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement. “Exercise Price,” in the case of a SAR, shall mean an amount, as specified in the applicable SAR shall not be less than 100% ofAgreement, which is subtracted from the Fair Market Value of aone Share onin determining the dateamount payable upon exercise of grant. Notwithstanding the foregoing, SARs may be granted with an Exercise Price of less than 100% of the Fair Market Value of a Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code. Subject to the foregoing in this Section 9.c), the Exercise Price under any SAR shall be determined by the Committee in its sole discretion.such SAR.

Exercise Price. Each SAR Agreement shall specify the Exercise Price. The Exercise Price of aA SAR shall not be less than 100%confer on the Grantee to whom it is granted a right to receive, upon exercise thereof, the excess of # the Fair Market Value of a Shareone (1) share of Stock on the date of grant. Notwithstandingexercise over # the foregoing, SARs mayper share exercise price of such SAR (the “SAR Price”) as determined by the Committee. The Award Agreement for a SAR shall specify the SAR Price, which, except in the case of Substitute Awards, shall be granted with an Exercise Price ofno less than 100% of the Fair Market Value of a Shareone (1) share of Stock on the dateGrant Date of grant pursuantsuch SAR. SARs may be granted in tandem with all or part of an Option granted under the Plan or at any subsequent time during the term of such Option, in combination with all or any part of any other Award or without regard to any Option or other Award; provided that a transaction described in, and in a manner consistent with, Section 424(a) of the Code. SubjectSAR that is granted subsequent to the foregoing in this Section 9.c),Grant Date of a related Option must have a SAR Price that is no less than the Exercise Price under any SAR shall be determined byFair Market Value of one (1) share of Stock on the Committee in its sole discretion.Grant Date of such SAR.

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