Stock Appreciation Rights. The 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 shall cover the same shares covered by the Option (or such lesser number of shares as the Committee may determine) and shall, except as provided in this [Section 7], be subject to the same terms and conditions as the related Option.

Stock Appreciation Rights. The Committee may, in its discretion, either alone or in connection with the grant of an Option,may grant Stock Appreciation Rights to any Eligible Person in accordanceconjunction with all or part of any Option granted under the Plan,Plan or at any subsequent time during the terms and conditionsterm of which shall be set forth in an Agreement. If granted in connection with an Option, asuch Option (a “Tandem Stock Appreciation Right shall cover the same shares covered by theRight”), or without regard to any Option (or(a “Freestanding Stock Appreciation Right”), in each case upon such lesser number of shares as the Committee may determine) and shall, except as provided in this [Section 7], be subject to the same terms and conditions as the related Option.Committee may establish in its sole discretion, not inconsistent with the provisions of the Plan, including the following:

Grants. The Committee may grant # a Stock Appreciation Rights. The Committee may, in its discretion, either alone or in connection with the grantRight independent of an Option, grantOption or # a Stock Appreciation Rights in accordance with the Plan, the terms and conditions of which shall be set forth in an Agreement. If grantedRight in connection with an Option, or a portion thereof. A Stock Appreciation Right granted pursuant to [clause (ii)] of the preceding sentence # may be granted at the time the related Option is granted or at any time prior to the exercise or cancellation of the related Option, # shall cover the same sharesnumber of Shares covered by thean Option (or such lesser number of sharesShares as the Committee may determine) and shall, except as provided in this [Section 7],# shall be subject to the same terms and conditions as the related Option.such Option except for such additional limitations as are contemplated by this [Section 7] (or such additional limitations as may be included in an Award agreement).

Stock Appreciation Rights. The Committee may, in its discretion, either alone or in connection with the grant of an Option,is authorized to grant Stock Appreciation Rights in accordance with the Plan,to Participants. Subject to the terms and conditions of which shall be set forth in an Agreement. If granted in connection with an Option,the Plan, a Stock Appreciation Right granted under the Plan shall coverconfer on the same shares covered byholder thereof a right to receive, upon exercise thereof, the Option (or such lesser numberexcess of shares as# the fair market value of one Share on the date of exercise or, if the Committee may determine)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 shall, except as providedif the fair market value of one Share is greater than the exercise price then in this [Section 7],effect, then the Stock Appreciation Right shall be subject to the same terms and conditions as the related Option.deemed automatically exercised immediately before its expiration.

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

Stock Appreciation Rights. The Committee may, in its discretion, either alone or in connection with the grant of an Option, grant Stock Appreciation Rights entitle Participants to increases in accordance with the Plan, theFair Market Value of shares of Common Stock. The terms and conditions of whicheach Stock Appreciation Right granted under the Plan shall be specified by the Committee, in its sole discretion, and shall be set forth in an Agreement. If granteda written agreement between the Company and the Participant in connection with an Option, a Stock Appreciation Right shall cover the same shares covered by the Option (or such lesser number of sharesform as the Committee shall approve from time to time or as may determine) and shall, except as providedbe reasonably required in this [Section 7], be subject toview of the same 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, as the related Option.Committee shall deem desirable.

Stock Appreciation Rights. The Committee may, in its discretion, either alone or in connection with the grant of an Option,is hereby authorized to grant Stock Appreciation Rights in accordance withto Eligible Persons subject to the Plan,terms of the Plan and any applicable Award Agreement. A Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive upon exercise thereof the 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 Committee, 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 which shall be set forth in an Agreement. If granted in connection with an Option, aany Stock Appreciation Right shall cover the same shares coveredbe as determined by the Option (or such lesser numberCommittee; provided, however, that the term of shares aseach Stock Appreciation Right shall not be longer than 10 years from the date of grant. The Committee may determine) and shall, exceptimpose such conditions or restrictions on the exercise of any Stock Appreciation Right as provided in this [Section 7], be subject to the same terms and conditions as the related Option.it may deem appropriate.

Grant and Exercise. The Committee may, in its discretion, either alone or in connection with the grant of an Option, grantmay provide Stock Appreciation Rights # in accordanceconjunction with all or part of any Option granted under the Plan,Plan or at any subsequent time during the terms and conditionsterm of which shall be set forthsuch Option, # in conjunction with all or part of any Award (other than an Agreement. IfOption) granted under the Plan or at any subsequent time during the term of such Award, or # without regard to any Option or other Award in connection with an Option, a Stock Appreciation Right shall cover the same shares covered by the Option (oreach case upon such lesser number of shares as the Committee may determine) and shall, except as provided in this [Section 7], be subject to the same terms and conditions as the related Option.Committee may establish in its sole discretion.

Subject to the terms and conditions of whichthe Plan, Stock Appreciation Rights may be granted to Participants in such number, and upon such terms and conditions, as shall be set forth in an Agreement. If granted in connection with an Option, a Stock Appreciation Right shall cover the same shares covereddetermined by the Option (or such lesser number of shares as the Committee may determine) and shall, except as provided in this [Section 7], be subject to the same terms and conditions as the related Option.its sole discretion.

Simultaneous Exercise of Stock Appreciation Rights.Right and Option. The Committee may, in its discretion,may provide, either alone or in connection withat the grant of an Option, granttime a Stock Appreciation Rights in accordance with the Plan, the terms and conditions of which shall be set forth in an Agreement. IfRight is granted in connection with a Nonqualified Stock Option or thereafter during the term of the Stock Appreciation Right, that upon exercise of such Option, the Stock Appreciation Right shall automatically be deemed to be exercised to the extent of the number of Shares as to which the Option is exercised. In such event, the Grantee shall be entitled to receive the amount described in [Section 7(b)(3)] (or some percentage of such amount if so provided in the Agreement evidencing the Stock Appreciation Right), in addition to the Shares acquired pursuant to the exercise of the Option. The inclusion in an Option,Agreement evidencing a Stock Appreciation Right shall cover the same shares covered by the Option (or such lesser number of shares as the Committee may determine) and shall, except as provideda provision described in this [Section 7],7(b)(5)] may be subjectin addition to and not in lieu of the same termsright to exercise the Stock Appreciation Right as otherwise provided herein and conditions asin the related Option.Agreement.