Grant of SARs. Subject to the provisions of the Plan, the Committee may grant rights to receive any excess in value of shares of Common Stock over the exercise price (“Stock Appreciation Rights” or “SARs”). The Committee shall determine at the time of grant or thereafter whether SARs are settled in cash, Common Stock or other securities of the Company, Awards or other property, and may define the manner of determining the excess in value of the shares of Common Stock.

GrantAwards of SARs. SubjectStock Appreciation Rights or “SARs.” A SAR shall confer on the Participant to whom it is granted a right to receive, upon exercise thereof, the provisionsexcess of # the Plan, the Committee may grant rights to receive any excess in valueFair Market Value of sharesone (1) share of Common Stock on the date of exercise over # the per-share exercise price (“Stock Appreciation Rights”of such SAR (the “SAR Price”) as determined by the Committee. SARs may be granted in tandem with all or “SARs”). The Committee shall determinepart of an Option granted under the Plan or at any subsequent time during the timeterm of grantsuch Option, in combination with all or thereafter whether SARs are settled in cash,any part of any other Award or without regard to any Option or other Award; provided that a SAR that is granted subsequent to the Award Date of a related Option must have a SAR Price that is no less than the Fair Market Value of one (1) share of Common Stock or other securitieson the Award Date of the Company, Awards or other property, and may define the manner of determining the excess in value of the shares of Common Stock.such SAR.

Grant of SARs.SECTION # STOCK APPRECIATION RIGHTS: Subject to the provisionsterms and conditions of the Plan, the Committee may grant rightsSARs to receive any excessParticipants on such terms and conditions as the Committee may provide for in value of shares of Common Stock over the exercise price (“Stock Appreciation Rights”an Award Agreement or “SARs”). The Committee shall determine at the time of grant or thereafter whether SARs are settled in cash, Common Stock or other securitiesby action of the Company, AwardsCommittee, 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 property,terms and conditions that the Committee may define the manner of determining the excess in value of the shares of Common Stock.deem appropriate. SARs granted under this Plan may not provide for any dividends or dividend equivalents thereon.

Grant of SARs. Subject to the provisions of the Plan, the CommitteeGeneral. The Board may grant Awards consisting of stock appreciation rights (“SARs”) entitling the holder, upon exercise, to receive any excessan amount of Common Stock or cash or a combination thereof (such form to be determined by the Board) determined by reference to appreciation, from and after the date of grant, in valuethe Fair Market Value of sharesa share of Common Stock over the exercisemeasurement price (“Stock Appreciation Rights” or “SARs”)established pursuant to [Section 6(b)]. The Committeedate as of which such appreciation is determined shall determine atbe the time of grant or thereafter whether SARs are settled in cash, Common Stock or other securities of the Company, Awards or other property, and may define the manner of determining the excess in value of the shares of Common Stock.exercise date.

Grant of SARs. Subject to the provisions of the Plan, the CommitteeGeneral. The Board may grant Awards consisting of stock appreciation rights (“SARs”) entitling the holder, upon exercise, to receive any excessan amount of Common Stock or cash or a combination thereof (such form to be determined by the Board) determined by reference to appreciation, from and after the date of grant, in valuethe Fair Market Value of sharesa share of Common Stock over the exercisemeasurement price (“Stock Appreciation Rights” or “SARs”)established pursuant to [Section 6(b)]. The Committeedate as of which such appreciation is determined shall determine atbe the time of grant or thereafter whether SARs are settled in cash, Common Stock or other securities of the Company, Awards or other property, and may define the manner of determining the excess in value of the shares of Common Stock.exercise date.

Grant of SARs.Stock Appreciation Rights. Subject to the provisions of the Plan, the Committee may grant rights to receive any excess in value of shares of Common Stock over the exercise price (“[Sections 5 and 6]6], Stock Appreciation Rights” or “SARs”Rights (“SARs”). The Committee may be granted to Participants at any time and from time to time as shall determine atbe determined by the time of grant or thereafter whether SARs are settled in cash, Common Stock or other securities of the Company, Awards or other property, and may define the manner of determining the excess in value of the shares of Common Stock.Committee.

Grant of SARs. SubjectSECTION # Stock Appreciation Rights. The Committee is authorized to grant SARs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee may grant rights to receive any excess in value of shares of Common Stock over the exercise price (“Stock Appreciation Rights” or “SARs”). The Committee shall determine at the time of grant or thereafter whether SARs are settled in cash, Common Stock or other securities of the Company, Awards or other property, and may define the manner of determining the excess in value of the shares of Common Stock.determine.

Grant of SARs. SubjectThe Company grants the Executive Stock Appreciation Rights (SARs) with respect to the provisionsShares of the Plan, the Committee may grant rights to receive any excess in value of shares of Common Stock over the exercise price (“Stock Appreciation Rights” or “SARs”). The Committee shall determine at the time of grant or thereafter whether SARs are settled in cash, Common Stock or other securitiescommon stock of the Company, Awards or other property, and may define the manner of determining the excess in value of the shares of Common Stock.Company.