Stock Appreciation Rights 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 contain such terms and conditions as to exercisability, vesting and duration as the Committee or the Board shall determine, but in no event shall they have a term of greater than ten (10) years. Upon the death, Disability or Retirement of a Grantee, all Stock Appreciation Rights shall become immediately exercisable provided, however, that the Committee or Board shall have the authority to grant Stock Appreciation Rights 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 for a period of one (1) year following such termination of employment or service, and shall thereafter terminate; and upon the Retirement of a 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 of the Stock Appreciation Right” shall be substituted for “purchase price under the related Option.”

Stock Appreciation Rights 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 contain such terms and conditions as to exercisability, vesting and duration as the Committee or the Board shall determine, but in no event shall they have a term of greater than ten (10) years. Upon the death, Disability or Retirement of a Grantee, all Stock Appreciation Rights shall become immediately exercisable provided, however, that the Committee or Board shall have the authority to grant Stock Appreciation Rights 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, uponUpon the death or Disability of a Grantee, the exercisable portion of Stock Appreciation Rights held by that Grantee shall be exercisable for a period of one (1) year following such termination of employment or service, and shall thereafter terminate; and uponterminate. Upon the Retirement of a 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 of the Stock Appreciation Right” shall be substituted for “purchase price under the related Option.”

Freestanding Stock Appreciation Rights Unrelated to an Option. The Committee may grant to Eligible Employees (and the Board may grant to Directors)Rights. A Stock Appreciation Rights unrelatedRight may be granted without any related Stock Option and may be subject to Options.such vesting and exercisability requirements as specified by the Committee in an Award Agreement. Such vesting and exercisability requirements may be based on the continued service of the Participant with the Company or its Subsidiaries for a specified time period (or periods) or on the attainment of specified performance goals established by the Committee in its discretion. A Stock Appreciation Rights unrelated to OptionsRight will be exercisable or payable at such time or times as determined by the Committee, provided that the maximum term of a Stock Appreciation Right shall contain such terms and conditions as to exercisability, vesting and duration asbe ten years from the Grant Date. The base price of a Stock Appreciation Right granted without any related Stock Option shall be determined by the Committee or the Board shall determine, but in no event shall they have a term of greater than ten (10) years. Upon the death, Disability or Retirement of a Grantee, all Stock Appreciation Rights shall become immediately exercisableits sole discretion; provided, however, that the Committee or Board shall have the authority to grantbase price per Share of any such freestanding Stock Appreciation Rights that doRight shall not become immediately exercisable in the eventbe less than 100% 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 for a period of one (1) year following such termination of employment or service, and shall thereafter terminate; and upon the Retirement of a 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 “FairFair Market Value of a Sharethe Shares on the date of the grant of the Stock Appreciation Right” shall be substituted for “purchase price under the related Option.”Grant Date.

Exercise Period. Each Stock Appreciation Rights UnrelatedRight shall expire and cease 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 containbe exercisable at such terms and conditions as to exercisability, vesting and durationtime as the Committee orshall determine at the Board shall determine, but in no event shall they have a termtime of greater than ten (10) years. Upon the death, Disability or Retirement of a Grantee, all Stock Appreciation Rights shall become immediately exercisablegrant; provided, however, that the Committee or Board shall have the authority to grantno Stock Appreciation Rights that doRight shall be exercisable later than the tenth (10th) anniversary of its grant date. If an Award agreement does not become immediately exercisable inspecify an expiration date, the event of the death, Disability or Retirement of a Grantee by including such provision in the Agreement evidencing such Stock Appreciation Right. Unless otherwiseRight shall expire on the 10th anniversary of its grant date, provided that the Stock Appreciation Right may expire earlier as provided in the Agreement, uponAward agreement or in the death or Disability ofPlan. The extent to which a Grantee, the exercisable portion of Stock Appreciation Rights heldRight that is granted to a Participant who is an Employee may be exercised by that Grantee shall be exercisable for a period of one (1) year following suchthe Participant or the Participant’s Designated Beneficiary after the Participant’s termination of employment or service,with the Company and shall thereafter terminate; and upon the Retirementall Subsidiaries (including by reason of a 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 RightsDisability) shall be determined in accordance with [Section 7(b)(3)], except that “Fair Market Value of a Share onby the dateCommittee and incorporated into the terms of the grant of the Stock Appreciation Right” shall be substituted for “purchase price under the related Option.”applicable Award agreement.

Limitations. The Committee may impose, in its discretion, such conditions upon the exercisability of Stock Appreciation Rights Unrelated to an Option. The Committeeas it 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 contain such terms and conditions as to exercisability, vesting and duration as the Committee or the Board shall determine,deem fit, but in no event shall they have a term of greaterStock Appreciation Right be exercisable more than ten (10) years. Upon the death, Disability or Retirement of a Grantee, all Stock Appreciation Rights shall become immediately exercisable provided, however, that the Committee or Board shall have the authority to grant Stock Appreciation Rights 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 for a period of one (1) year following such termination of employment or service, and shall thereafter terminate; and upon the Retirement of a 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 onyears after the date of the grant of the Stock Appreciation Right” shallit is granted, except as may be substituted for “purchase price under the related Option.”provided pursuant to [Section 15].

Simultaneous Exercise of Stock Appreciation Rights Unrelated to anRight and Option. The Committee may grant to Eligible Employees (andprovide, either at the Board may grant to Directors)time a Stock Appreciation Rights unrelated to Options.Right is granted in connection with a Nonqualified Stock Option or thereafter during the term of the Stock Appreciation Rights unrelatedRight, that, subject to Options[Section 7(f)], upon exercise of such Option, the Stock Appreciation Right shall contain such terms and conditionsautomatically be deemed to be exercised to the extent of the number of Shares as to exercisability, vesting and duration aswhich the Committee orOption is exercised. In such event, the BoardGrantee shall determine, butbe entitled to receive the amount described in no event shall they have a term[Section 7(b)(3)] (or some percentage of greater than ten (10) years. Upon the death, Disability or Retirement of a Grantee, all Stock Appreciation Rights shall become immediately exercisable provided, however, that the Committee or Board shall have the authority to grant Stock Appreciation Rights that do not become immediately exercisable in the event of the death, Disability or Retirement of a Grantee by including such provisionamount if so provided 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 for a period of one (1) year following such termination of employment or service, and shall thereafter terminate; and upon the Retirement of a 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 of the Stock Appreciation Right”Right), in addition to the Shares acquired pursuant to the exercise of the Option. If a Stock Appreciation Right Agreement contains an automatic exercise provision described in this [Section 7(b)(5)] and the Option or any portion thereof to which it relates is exercised within six (6) months from the date the Stock Appreciation Right is granted, such automatic exercise provision shall not be substituted for “purchase price undereffective with respect to that exercise of the related Option.” The inclusion in an Agreement evidencing a Stock Appreciation Right of a provision described in this [Section 7(b)(5)] may be in addition to and not in lieu of the right to exercise the Stock Appreciation Right as otherwise provided herein and in the Agreement.