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Stock Appreciation Rights. The Committee is authorized to grant SARs to Eligible Persons on the following terms and conditions:

SECTION # Stock Appreciation Rights. The Committee is authorized to grant SARs to Eligible Persons onParticipants with the following terms and conditions:conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine.

Grant of Stock Appreciation Rights. The Committee is authorizedSubject to grant SARsthe provisions of Sections 5 and 6, Stock Appreciation Rights (“SARs”) may be granted to Eligible Persons onParticipants at any time and from time to time as shall be determined by the following terms and conditions:Committee.

Stock Appreciation Rights. TheSECTION # STOCK APPRECIATION RIGHTS: Subject to the terms and conditions of the Plan, the Committee is authorized tomay grant SARs to Eligible PersonsParticipants on the followingsuch terms and conditions:conditions as the Committee may provide for in an Award Agreement or by action of the Committee, including, but not limited to: Exercise Price; vesting schedule; form of payment; treatment upon termination of employment or service; treatment upon certain corporate transactions or events, including a Change in Control; and other terms and conditions that the Committee may deem appropriate. SARs granted under this Plan may not provide for any dividends or dividend equivalents thereon.

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