Grant. Subject to the provisions of the Plan, Committee may also authorize grants to Participants of Stock Appreciation Rights. A Stock Appreciation Right provides a Participant the right to receive from the Company an amount, which shall be determined by the Committee and shall be expressed as a percentage (not exceeding 100 percent) of the Spread at the time of the exercise of such right.

Grant.Stock Appreciation Rights. The Committee is authorized to grant Stock Appreciation Rights to Participants. Subject to the provisionsterms of the Plan, Committee may also authorize grants to Participants of Stock Appreciation Rights. Aa Stock Appreciation Right providesgranted under the Plan shall confer on the holder thereof a Participant the right to receive fromreceive, upon exercise thereof, the Company an amount, whichexcess of # the fair market value of one Share on the date of exercise or, if the Committee shall so determine in the case of any such right other than one related to any Incentive Stock Option, at any time during a specified period before or after the date of exercise over # the fair market value on the date of grant. To the extent a Stock Appreciation Right is not previously exercised as to all of the Shares subject thereto, and if the fair market value of one Share is greater than the exercise price then in effect, then the Stock Appreciation Right shall be determined by the Committee and shall be expressed as a percentage (not exceeding 100 percent) of the Spread at the time of the exercise of such right.deemed automatically exercised immediately before its expiration.

Grant. Subject to the provisionsterms and conditions of the Plan, CommitteeStock Appreciation Rights may also authorize grantsbe granted to Participants of Stock Appreciation Rights. A Stock Appreciation Right provides a Participant the right to receive from the Company an amount, whichin such number, and upon such terms and conditions, as shall be determined by the Committee and shall be expressed as a percentage (not exceeding 100 percent) of the Spread at the time of the exercise of such right.in its sole discretion.

Grant. Subject to the provisions of the Plan, Committee may also authorize grants to Participants of Stock Appreciation Rights. AThe Committee may, in its discretion, either alone or in connection with the grant of an Option, grant Stock Appreciation Rights in accordance with the Plan, the terms and conditions of which shall be set forth in an Agreement. If granted in connection with an Option, a Stock Appreciation Right provides a Participantshall cover the right to receive from the Company an amount, which shall be determinedsame shares covered by the Option (or such lesser number of shares as the Committee may determine) and shallshall, except as provided in this Section 7, be expressedsubject to the same terms and conditions as a percentage (not exceeding 100 percent) of the Spread at the time of the exercise of such right.related Option.

Grant. Subject to the provisions of the Plan, Committee may also authorize grants to ParticipantsGrant of Stock Appreciation Rights. A Stock Appreciation Right provides a Participant the rightmay be granted to receive from the Company an amount, which shall be determinedany Eligible Employee selected by the Committee and shallCommittee. Stock Appreciation Rights may be expressed asgranted on a percentage (not exceeding 100 percent) of the Spread at the time ofbasis that allows for the exercise of the right by the Participant or that provides for the automatic payment of the right upon a specified date or event. Stock Appreciation Rights shall be exercisable or payable at such right.time or times and upon conditions as may be approved by the Committee, provided that the Committee may accelerate the exercisability or payment of a Stock Appreciation Right at any time.

Grant. SubjectStock Appreciation Rights. The Committee is hereby authorized to grant Stock Appreciation Rights to Eligible Persons subject to the provisionsterms of the Plan, Committee may also authorize grants to Participants of Stock Appreciation Rights.Plan and any applicable Award Agreement. A Stock Appreciation Right providesgranted under the Plan shall confer on the holder thereof a Participant the right to receive fromupon exercise thereof the Company an amount,excess of # the Fair Market Value of one Share on the date of exercise over # the grant price of the Stock Appreciation Right as specified by the Committee, which price shall not be less than 100% of the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right; provided, however, that the Committee may designate a per share grant price below Fair Market Value on the date of grant # to the extent necessary or appropriate, as determined by the CommitteeCommittee, to satisfy applicable legal or regulatory requirements of a foreign jurisdiction or # if the Stock Appreciation Right is a Substitute Award. Subject to the terms of the Plan and any applicable Award Agreement, the grant price, term, methods of exercise, dates of exercise, methods of settlement and any other terms and conditions of any Stock Appreciation Right shall be expressed as a percentage (not exceeding 100 percent)determined by the Committee; provided, however, that the term of each Stock Appreciation Right shall not be longer than 10 years from the Spread at the timedate of grant. The Committee may impose such conditions or restrictions on the exercise of such right.any Stock Appreciation Right as it may deem appropriate.

Grant. Subject to the provisions of the Plan,Grant and Exercise. The Committee may also authorize grants to Participants ofprovide Stock Appreciation Rights. A Stock Appreciation Right provides a ParticipantRights # in conjunction with all or part of any Option granted under the rightPlan or at any subsequent time during the term of such Option, # in conjunction with all or part of any Award (other than an Option) granted under the Plan or at any subsequent time during the term of such Award, or # without regard to receive from the Company an amount, which shall be determined byany Option or other Award in each case upon such terms and conditions as the Committee and shall be expressed as a percentage (not exceeding 100 percent) of the Spread at the time of the exercise of such right.may establish in its sole discretion.

Grant. SubjectStock Appreciation Rights. Stock Appreciation Rights entitle Participants to increases in the provisionsFair Market Value of shares of Common Stock. The terms and conditions of each Stock Appreciation Right granted under the Plan shall be specified by the Committee, in its sole discretion, and shall be set forth in a written agreement between the Company and the Participant in such form as the Committee shall approve from time to time or as may be reasonably required in view of the terms and conditions approved by the Committee from time to time. The agreements shall contain in substance the following terms and conditions and may contain such additional terms and conditions, not inconsistent with the terms of the Plan, Committee may also authorize grants to Participants of Stock Appreciation Rights. A Stock Appreciation Right provides a Participant the right to receive from the Company an amount, which shall be determined byas the Committee and shall be expressed as a percentage (not exceeding 100 percent) of the Spread at the time of the exercise of such right.deem desirable.

Grant. Subject to the provisionsGeneral. An Award of the Plan, Committee may also authorize grants to Participants of Stock Appreciation Rights. Aa Stock Appreciation Right provides a Participantshall entitle the rightParticipant, subject to receive from the Company an amount, which shall beterms and conditions determined by the Committee and shall be expressed as a percentage (not exceeding 100 percent)Committee, to receive upon exercise of the Spreadright an amount equal to or otherwise based on the excess of # the Fair Market Value of a Share at the time of exercise over # the exercise price of the right, as established by the Committee on the date the award is granted. Stock Appreciation Rights may be granted to Participants from time to time. The provisions of Stock Appreciation Rights need not be the same with respect to each grant or each recipient. All Stock Appreciation Rights shall be granted subject to the same terms and conditions applicable to Options as set forth in Section 9. Subject to the foregoing sentence and the terms of the Plan, the Committee may impose such right.other conditions or restrictions on any Stock Appreciation Right as it shall deem appropriate.

Grant. Subject to the provisions of the Plan, Committee may also authorize grants to ParticipantsGrant of Stock Appreciation Rights. The Committee may grant to any Participant either Non-Tandem Stock Appreciation Rights or Tandem Stock Appreciation Rights subject to such terms and conditions as the Committee shall impose. A Stock Appreciation Right providesshall entitle the holder, within the specified exercise period, to exercise the Stock Appreciation Right and receive in exchange therefor a Participantpayment having an aggregate value equal to the rightamount by which the Fair Market Value of a Share on the exercise date exceeds the specified exercise price, times the number of shares with respect to receive fromwhich the Company an amount, whichStock Appreciation Right is exercised. The Committee may provide in the Award agreement for automatic exercise on a certain date, for payment of the proceeds on a certain date, for accelerated vesting and other rights upon the occurrence of events specified in the Award agreement, and/or for exercise periods that do not begin until after a Change in Control or the occurrence of such other event as the Committee may designate. Each Stock Appreciation Right grant shall be determinedevidenced by an Award agreement that shall specify the exercise price, the exercise period, the number of Shares to which the Stock Appreciation Right pertains and such other provisions as the Committee and shall be expressed as a percentage (not exceeding 100 percent) of the Spread at the time of the exercise of such right.determine.