Exercise Period. Each Stock Appreciation Right shall expire and cease to be exercisable at such time as the Committee shall determine at the time of grant; provided, however, that no Stock Appreciation Right shall be exercisable later than the tenth (10th) anniversary of its grant date. If an Award agreement does not specify an expiration date, the Stock Appreciation Right shall expire on the 10th anniversary of its grant date, provided that the Stock Appreciation Right may expire earlier as provided in the Award agreement or in the Plan. The extent to which a Stock Appreciation Right that is granted to a Participant who is an Employee may be exercised by the Participant or the Participant’s Designated Beneficiary after the Participant’s termination of employment with the Company and all Subsidiaries (including by reason of Disability) shall be determined by the Committee and incorporated into the terms of the applicable Award agreement.

Exercise Period.Term. Each Stock Appreciation Right shall expire and cease to be exercisable at such time ashave a Term established by the Committee shall determine at the time of grant; provided, however,Committee, provided that no Stock Appreciation Right shall be exercisable later thanafter ten years from the tenth (10th) anniversarydate of its grant date. If an Award agreement does not specify an expiration date, the Stock Appreciation Right shall expire on the 10th anniversary of its grant date, provided that the Stock Appreciation Right may expire earlier as provided in the Award agreement or in the Plan. The extent to which a Stock Appreciation Right that is granted to a Participant who is an Employee may be exercised by the Participant or the Participant’s Designated Beneficiary after the Participant’s termination of employment with the Company and all Subsidiaries (including by reason of Disability) shall be determined by the Committee and incorporated into the terms of the applicable Award agreement.grant.

Exercise Period. EachTerm. Any unexercised portion of a Stock Appreciation Right granted hereunder shall expire and cease to be exercisable at such time as the end of the stated term of the Stock Appreciation Right. The Committee shall determine the term of each Stock Appreciation Right at the time of grant; provided, however, that no Stock Appreciation Rightgrant, which term shall be exercisable later thannot exceed ten years from the tenth (10th) anniversaryDate of its grant date. If an Award agreement does not specify an expiration date,Grant. The Committee may extend the Stock Appreciation Right shall expire on the 10th anniversaryterm of its grant date, provided that the Stock Appreciation Right may expire earlier as provided in the Award agreement or in the Plan. The extent to which a Stock Appreciation Right thatRight, in its discretion, but not beyond the date immediately prior to the tenth anniversary of the original Date of Grant. If a definite term is granted to a Participant who is an Employee may be exercised by the Participant or the Participant’s Designated Beneficiary after the Participant’s termination of employment with the Company and all Subsidiaries (including by reason of Disability) shall be determinednot specified by the Committee and incorporated intoat the termstime of grant, then the applicable Award agreement.term is deemed to be ten years.

Exercise Period. Each Stock Appreciation Right shall expire and cease to be exercisable at such time as the CommitteeTerm. The Administrator shall determine at the period of time of grant; provided, however, that no Stock Appreciation Right shall be exercisable later than the tenth (10th) anniversary of its grant date. If an Award agreement does not specify an expiration date, the Stock Appreciation Right shall expire on the 10th anniversary of its grant date, provided thatwithin which the Stock Appreciation Right may expire earlier as provided in the Award agreement or in the Plan. The extent to which a Stock Appreciation Right that is granted to a Participant who is an Employee may be exercised by the Participant orAward Holder. The Exercise Period must expire, in all cases, not more than ten years from the Participant’s Designated Beneficiary after the Participant’s termination of employment with the Company and all Subsidiaries (including by reason of Disability)date an Award is granted. If any Stock Appreciation Right is not exercised during its Exercise Period, it shall be determined by the Committeedeemed to have been forfeited and incorporated into the terms of the applicable Award agreement.no further force or effect.

Exercise Period. EachExpiration of Stock Appreciation Rights. A Stock Appreciation Right shallgranted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and cease to be exercisable at such time as the Committee shall determine at the time of grant; provided, however, that no Stock Appreciation Right shall be exercisable later than the tenth (10th) anniversary of its grant date. If an Award agreement does not specify an expiration date, the Stock Appreciation Right shall expire on the 10th anniversary of its grant date, provided that the Stock Appreciation Right may expire earlier as providedset forth in the Award agreement or inAgreement. Notwithstanding the Plan. The extentforegoing, the rules of Section 6.4 relating to which athe maximum term and Section 6.5 relating to exercise also will apply to Stock Appreciation Right that is granted to a Participant who is an Employee may be exercised by the Participant or the Participant’s Designated Beneficiary after the Participant’s termination of employment with the Company and all Subsidiaries (including by reason of Disability) shall be determined by the Committee and incorporated into the terms of the applicable Award agreement.Rights.

Exercise Period.of SAR. Each Stock Appreciation Right shall expire and cease tomay be exercisable at such time as the Committee shall determinein whole or in part at the time of grant; provided, however, that notimes, on the terms and in the manner provided in the Agreement. No Stock Appreciation Right shall be exercisable later than the tenth (10th) anniversary ofat any time after its grant date. If an Award agreement does not specify an expiration date, the Stock Appreciation Rightscheduled expiration, which shall expire on the 10th anniversary of its grant date, provided that the Stock Appreciation Right may expire earlier as providedbe set in the Award agreement or in the Plan. The extent to whicha manner consistent with [Section 5(b)]. When a Stock Appreciation Right that is grantedno longer exercisable, it shall be deemed to have terminated. Upon exercise of a Participant who is an Employee may be exercised byStock Appreciation Right, payment to the Participant or the Participant’s Designated Beneficiary after the Participant’s termination of employment with the Company and all Subsidiaries (including by reason of Disability) shall be made at such time or times as shall be provided in the Agreement in the form of cash, Shares or a combination of cash and Shares as determined by the Committee and incorporated intoCommittee. The Agreement may provide for a limitation upon the termsamount or percentage of the applicable Award agreement.total appreciation on which payment (whether in cash and/or Shares) may be made in the event of the exercise of a Stock Appreciation Right.

Exercise Period.Term. Each agreement shall state the period or periods of time within which the Stock Appreciation Right shall expiremay be exercised, in whole or in part, subject to such terms and cease to be exercisable atconditions prescribed for such time aspurpose by the Committee shall determine at the time of grant; provided, however,Committee, provided that no Stock Appreciation Right shall be exercisable later thanafter ten years from the tenth (10th) anniversarydate of its grant date. Ifthereof. The Committee shall have the power to permit an Award agreement does not specify an expiration date, the Stock Appreciation Right shall expire on the 10th anniversaryacceleration of its grant date, provided that the Stock Appreciation Right may expire earlierpreviously established exercise terms upon such circumstances and subject to such terms and conditions as provided in the Award agreement or in the Plan. The extent to which a Stock Appreciation Right that is granted to a Participant who is an Employee may be exercised by the Participant or the Participant’s Designated Beneficiary after the Participant’s termination of employment with the Company and all Subsidiaries (including by reason of Disability) shall be determined by the Committee and incorporated into the terms of the applicable Award agreement.deems appropriate.

Exercise Period. Each Stock Appreciation Right shall expire and ceaseExpiration Date. The “Expiration Date” with respect to be exercisable at such time as the Committee shall determine at the time of grant; provided, however, that noa Stock Appreciation Right shall be exercisabledetermined by the Board and documented in the Participant’s Option Grant Certificate, and if granted in tandem with an option, shall be not later than the tenth (10th) anniversaryExpiration Date for the related Stock Option. If neither the right nor the related Stock Option is exercised before the end of its grant date. If an Award agreement does not specify an expiration date, the Stock Appreciation Right shall expireday on which the 10th anniversary of its grant date, provided that the Stock Appreciation Right may expire earlier as provided in the Award agreement or in the Plan. The extentright ceases to which a Stock Appreciation Right that is granted to a Participant who is an Employee may be exercised by the Participant or the Participant’s Designated Beneficiary after the Participant’s termination of employment with the Company and all Subsidiaries (including by reason of Disability)exercisable, such right shall be determined bydeemed exercised as of such date and payment shall be made to the Committee and incorporated into the terms of the applicable Award agreement.holder in cash.

Exercise Period. Each Stock Appreciation RightRights Unrelated to an Option. The Committee may grant to Eligible Employees (and the Board may grant to Directors) Stock Appreciation Rights unrelated to Options. Stock Appreciation Rights unrelated to Options shall expirecontain such terms and ceaseconditions as to be exercisable at such timeexercisability, vesting and duration as the Committee or the Board shall determine atdetermine, but in no event shall they have a term of greater than ten (10) years. Upon the timedeath, Disability or Retirement of grant;a Grantee, all Stock Appreciation Rights shall become immediately exercisable provided, however, that nothe Committee or Board shall have the authority to grant Stock Appreciation RightRights that do not become immediately exercisable in the event of the death, Disability or Retirement of a Grantee by including such provision in the Agreement evidencing such Stock Appreciation Right. Upon the death or Disability of a Grantee, the exercisable portion of Stock Appreciation Rights held by that Grantee shall be exercisable later thanfor a period of one (1) year following such termination of employment or service, and shall thereafter terminate. Upon the tenth (10th) anniversaryRetirement of itsa Grantee, the exercisable portion of Stock Appreciation Rights held by that Grantee shall be exercisable for a period of ninety (90) days following such Retirement, and shall thereafter terminate. The amount payable upon exercise of such Stock Appreciation Rights shall be determined in accordance with Section 7(b)(3), except that “Fair Market Value of a Share on the date of the grant date. If an Award agreement does not specify an expiration date,of the Stock Appreciation Right shall expire on the 10th anniversary of its grant date, provided that the Stock Appreciation Right may expire earlier as provided in the Award agreement or in the Plan. The extent to which a Stock Appreciation Right that is granted to a Participant who is an Employee may be exercised by the Participant or the Participant’s Designated Beneficiary after the Participant’s termination of employment with the Company and all Subsidiaries (including by reason of Disability)Right” shall be determined bysubstituted for “purchase price under the Committee and incorporated into the terms of the applicable Award agreement.related Option.”

Exercise Period. Each Stock Appreciation RightRights Unrelated to an Option. The Committee may grant to Eligible Employees (and the Board may grant to Directors) Stock Appreciation Rights unrelated to Options. Stock Appreciation Rights unrelated to Options shall expirecontain such terms and ceaseconditions as to be exercisable at such timeexercisability, vesting and duration as the Committee or the Board shall determine atdetermine, but in no event shall they have a term of greater than ten (10) years. Upon the timedeath, Disability or Retirement of grant;a Grantee, all Stock Appreciation Rights shall become immediately exercisable provided, however, that nothe Committee or Board shall have the authority to grant Stock Appreciation RightRights that do not become immediately exercisable in the event of the death, Disability or Retirement of a Grantee by including such provision in the Agreement evidencing such Stock Appreciation Right. Unless otherwise provided in the Agreement, upon the death or Disability of a Grantee, the exercisable portion of Stock Appreciation Rights held by that Grantee shall be exercisable later thanfor a period of one (1) year following such termination of employment or service, and shall thereafter terminate; and upon the tenth (10th) anniversaryRetirement of itsa Grantee, the exercisable portion of Stock Appreciation Rights held by that Grantee shall be exercisable for a period of ninety (90) days following such Retirement, and shall thereafter terminate. The amount payable upon exercise of such Stock Appreciation Rights shall be determined in accordance with Section 7(b)(3), except that “Fair Market Value of a Share on the date of the grant date. If an Award agreement does not specify an expiration date,of the Stock Appreciation Right shall expire on the 10th anniversary of its grant date, provided that the Stock Appreciation Right may expire earlier as provided in the Award agreement or in the Plan. The extent to which a Stock Appreciation Right that is granted to a Participant who is an Employee may be exercised by the Participant or the Participant’s Designated Beneficiary after the Participant’s termination of employment with the Company and all Subsidiaries (including by reason of Disability)Right” shall be determined bysubstituted for “purchase price under the Committee and incorporated into the terms of the applicable Award agreement.related Option.”