Tandem Stock Option/Stock Appreciation Rights. A Stock Appreciation Right may be granted in tandem with a Stock Option, either at the time of grant or at any time thereafter during the term of the Stock Option. A tandem Stock Option/Stock Appreciation Right will entitle the holder to elect, as to all or any portion of the number of Shares subject to such Stock Option/Stock Appreciation Right, to exercise either the Stock Option or the Stock Appreciation Right, resulting in the reduction of the corresponding number of Shares subject to the right so exercised as well as the tandem right not so exercised. A Stock Appreciation Right granted in tandem with a Stock Option hereunder shall have a base price per Share equal to the Exercise Price of the Stock Option, will be vested and exercisable at the same time or times that a related Stock Option is vested and exercisable, and will expire no later than the time at which the related Stock Option expires.

Tandem Stock Option/Stock Appreciation Rights. AAny Tandem Stock Appreciation Right may be granted in tandem with a Stock Option, either at the same time of grant or at any time thereafter duringas the term of the Stock Option. A tandem Stock Option/related Option is granted. Any Tandem Stock Appreciation Right will entitlerelated to an Option may be exercised only when the holderrelated Option would be exercisable and the Fair Market Value of the Shares subject to elect, asthe related Option exceeds the exercise price at which Shares can be acquired pursuant to allthe Option. In addition, if a Tandem Stock Appreciation Right exists with respect to less than the full number of Shares covered by a related Option, then an exercise or any portiontermination of such Option shall not reduce the number of Shares subject to such Stock Option/which the Tandem Stock Appreciation Right, to exercise eitherRight applies until the Stock Option or the Stock Appreciation Right, resulting in the reduction of the corresponding number of Shares subjectthen exercisable under such Option equals the number of Shares to which the right so exercised as well as the tandem right not so exercised. ATandem Stock Appreciation Right granted in tandem withapplies. Any Option related to a Tandem Stock Option hereunderAppreciation Right shall have a base price per Share equalno longer be exercisable to the Exercise Price ofextent the Tandem Stock Option, willAppreciation Right has been exercised, and any Tandem Stock Appreciation Right shall no longer be vested and exercisable atto the same time or times that a related Stock Option is vested and exercisable, and will expire no later than the time at whichextent the related Stock Option expires. has been exercised.

Each Tandem Stock Option/Stock Appreciation Rights.Right shall be subject to the same terms and conditions as the related stock option, including limitations on transferability and vesting, and shall be exercisable only to the extent such option is exercisable and shall terminate or lapse and cease to be exercisable when the related option terminates or lapses. A Tandem Stock Appreciation Right may be granted in tandem with a Stock Option, either at the time of the grant orof the related stock option or, if the related stock option is a Nonqualified Stock Option, at any time thereafter during the term of the Stock Option. A tandem Stock Option/Stock Appreciation Right will entitle the holder to elect, as to all or any portion of the number of Shares subject to such Stock Option/Stock Appreciation Right, to exercise either the Stock Option or the Stock Appreciation Right, resulting in the reduction of the corresponding number of Shares subject to the right so exercised as well as the tandem right not so exercised. A Stock Appreciation Right granted in tandem with a Stock Option hereunder shall have a base price per Share equal to the Exercise Price of the Stock Option, will be vested and exercisable at the same time or times that a related Stock Option is vested and exercisable, and will expire no later than the time at which the related Stock Option expires. stock option.

Effect of Exercise of Tandem Stock Option/Stock Appreciation Rights. ARight. If a Stock Appreciation Right may beis issued in tandem with an Option, the exercise of the Stock Appreciation Right or the related Option will result in an equal reduction in the number of corresponding Shares subject to the Option or Stock Appreciation Right, as applicable, that were granted in tandem with a Stock Option, either at the time of grant or at any time thereafter during the term of the Stock Option. A tandem Stock Option/such Stock Appreciation Right will entitle the holder to elect, as to all or any portion of the number of Shares subject to such Stock Option/Stock Appreciation Right, to exercise either the Stock Option or the Stock Appreciation Right, resulting in the reduction of the corresponding number of Shares subject to the right so exercised as well as the tandem right not so exercised. A Stock Appreciation Right granted in tandem with a Stock Option hereunder shall have a base price per Share equal to the Exercise Price of the Stock Option, will be vested and exercisable at the same time or times that a related Stock Option is vested and exercisable, and will expire no later than the time at which the related Stock Option expires. Option.

Tandem Stock Option/Stock Appreciation Rights. A Tandem Stock Appreciation Right may be granted in tandem with a Stock Option, either at the time of grant or at any time thereafter during the term of the Stock Option. A tandem Stock Option/Stock Appreciation Right willshall entitle the holder of the related stock option, within the period specified for the exercise of the stock option, to elect, assurrender the unexercised stock option, or a portion thereof, and to all or any portionreceive in exchange therefor a payment having an aggregate value equal to the amount by which the Fair Market Value of a Share on the exercise date exceeds the stock option exercise price per Share, times the number of Shares subject to such Stock Option/Stock Appreciation Right, to exercise either the Stock Optionoption, or the Stock Appreciation Right, resulting in the reduction of the corresponding number of Shares subject to the right so exercised as well as the tandem right not so exercised. A Stock Appreciation Right granted in tandem with a Stock Option hereunder shall have a base price per Share equal to the Exercise Price of the Stock Option, will be vested and exercisable at the same time or times that a related Stock Optionportion thereof, which is vested and exercisable, and will expire no later than the time at which the related Stock Option expires. surrendered.

Tandem Stock Option/Stock Appreciation Rights. A Stock Appreciation Right may be granted in tandem with a Stock Option, either at the time of grant or at any time thereafter during the term of the Stock Option. A tandem Stock Option/Stock Appreciation Right will entitle the holder to elect, as to all or any portion of the number of Shares subject to such Stock Option/Stock Appreciation Right, to exercise either the Stock Option or the Stock Appreciation Right, resulting in the reduction of the corresponding number of Shares subject to the right so exercised as well as the tandem right not so exercised. ATandem Stock Appreciation Right granted in tandemconnection with aan Incentive Stock Option hereunder shall have a base price per Share equal# may be exercised at, and only at, the times and to the Exercise Price ofextent the Stock Option, will be vested and exercisable at the same time or times that a related Incentive Stock Option is vestedexercisable; # expires upon the termination of the related Incentive Stock Option; # may not exceed 100% of the difference between the exercise price of the related Incentive Stock Option and exercisable, and will expire no later thanthe Fair Market Value of the Shares subject to the related Incentive Stock Option at the time the Tandem Stock Appreciation Right is exercised (and otherwise does not have economic and tax consequences upon exercise that are more favorable than exercise of the option followed by an immediate sale of the related Shares); # may be exercised at, and only at, such times as the Fair Market Value of the Shares subject to the related Incentive Stock Option exceeds the exercise price of the related Incentive Stock Option; and # may be transferred at, and only at, the times and to the extent the related stock option is transferable. If a Tandem Stock Appreciation Right is granted, there shall be surrendered and canceled from the related option at the time of exercise of the Tandem Stock Appreciation Right, in lieu of exercise under the related option, that number of Shares as shall equal the number of Shares as to which the relatedTandem Stock Option expires. Appreciation Right shall have been exercised.

Tandem Stock Option/The Committee may award Stock Appreciation Rights.Rights to a Grantee subject to the limits under Sections 5.2 and 5.4. Stock Appreciation Rights may be granted in tandem with all or any portion of a related Option (a “Tandem Stock Appreciation Right”) or may be granted independently of any Option (a “Freestanding Stock Appreciation Right”). A Tandem Stock Appreciation Right may be granted in tandemeither concurrently with a Stock Option, either at the timegrant of grantthe related Option or at any time thereafter during the term of the Stock Option. A tandem Stock Option/Stock Appreciation Right will entitle the holder to elect, as to all or any portion of the number of Shares subject to such Stock Option/Stock Appreciation Right, to exercise either the Stock Option or the Stock Appreciation Right, resulting in the reduction of the corresponding number of Shares subjectprior to the right so exercised as well as the tandem right not so exercised. A Stock Appreciation Right granted in tandem with a Stock Option hereunder shall have a base price per Share equal to the Exercise Pricecomplete exercise, termination, expiration or cancellation of the Stock Option, will be vested and exercisable at the same time or times that asuch related Stock Option is vested and exercisable, and will expire no later than the time at which the related Stock Option expires. Option.

Tandem Stock Option/Stock Appreciation Rights. ARights granted under this Plan shall be exercisable only at the time and to the extent that the related Option is exercisable, subject to such provisions as the Committee may specify where the Tandem Stock Appreciation Right may beis granted in tandem with a Stock Option, either atrespect to less than the time of grant or at any time thereafter during the term of the Stock Option. A tandem Stock Option/Stock Appreciation Right will entitle the holder to elect, as to all or any portion of the number of Shares subject to such Stock Option/Stock Appreciation Right, to exercise either the Stock Option or the Stock Appreciation Right, resulting in the reduction of the correspondingfull number of Shares subject to the right so exercised as well as the tandem right not so exercised. Arelated Option. The Committee may, in its discretion, provide in any Grant Agreement evidencing a Tandem Stock Appreciation Right granted in tandem with athat such Stock Option hereunder shall have a base price per Share equal toAppreciation Right may not be exercised without the Exercise Priceadvance approval of the Company and, if such approval is not given, then the Option shall nevertheless remain exercisable in accordance with its terms. A Tandem Stock Option, willAppreciation Right shall terminate and cease to be vested and exercisable at the same time or times that a related Stock Option is vested and exercisable, and will expire no later than the time atdate on which the related Option expires or is terminated or canceled. Upon the exercise of a Tandem Stock Appreciation Right with respect to some or all of the Shares subject to such Stock Appreciation Right, the related Option expires. shall be canceled automatically as to the number of Shares with respect to which the Tandem Stock Appreciation Right was exercised. Upon the exercise of an Option related to a Tandem Stock Appreciation Right as to some or all of the shares subject to such Option, the related Tandem Stock Appreciation Right shall be canceled automatically as to the number of Shares with respect to which the related Option was exercised.

Tandem Stock Option/Stock Appreciation Rights. ARights issued in tandem with Stock Options (“Tandem SARs”) shall terminate and no longer be exercisable upon the termination or exercise of the related Stock Option, subject to such provisions as the Committee may specify at grant if a Stock Appreciation Right may beis granted in tandem with a Stock Option, either atrespect to less than the time of grant or at any time thereafter during the term of the Stock Option. A tandem Stock Option/Stock Appreciation Right will entitle the holder to elect, as to all or any portion of thefull number of Shares subject to suchshares of Stock Option/Stock Appreciation Right, to exercise either the Stock Option or the Stock Appreciation Right, resulting in the reduction of the corresponding number of Shares subject to the right so exercised as well as the tandem right not so exercised. A Stock Appreciation Right granted in tandem with a Stock Option hereunder shall have a base price per Share equal to the Exercise Price of the Stock Option, will be vested and exercisable at the same time or times that a related Stock Option is vested and exercisable, and will expire no later than the time at which the related Stock Option expires. Option.