Grant 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 shall entitle the holder, within the specified exercise period, to exercise the Stock Appreciation Right and receive 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 specified exercise price, times the number of shares with respect to which the Stock 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 evidenced 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 shall determine.

Grant 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 may be granted to any Eligible Employee selected by the Committee. Stock Appreciation Rights may be granted on a basis 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 entitlebe exercisable or payable at such time or times and upon conditions as may be approved by the holder, withinCommittee, provided that the specified exercise period, to exerciseCommittee may accelerate the exercisability or payment of a Stock Appreciation Right and receive 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 specified exercise price, times the number of shares with respect to which the Stock 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 evidenced 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 shall determine.at any time.

Stock Appreciation Rights. The Committee mayis authorized to grant to any Participant either Non-Tandem Stock Appreciation Rights or Tandemto Participants. Subject to the terms of the Plan, a Stock Appreciation Rights subjectRight granted under the Plan shall confer on the holder thereof a right to such terms and conditions asreceive, upon exercise thereof, the excess of # the fair market value of one Share on the date of exercise or, if the Committee shall impose. Aso 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 entitle the holder, within the specified exercise period, to exercise the Stock Appreciation Right and receive 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 specified exercise price, times the number of shares with respect to which the Stock 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 evidenced 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 shall determine.deemed automatically exercised immediately before its expiration.

General. An Award 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. Aa Stock Appreciation Right shall entitle the holder, withinParticipant, subject to terms and conditions determined by the specifiedCommittee, to receive upon exercise period, to exerciseof the Stock Appreciation Right and receive in exchange therefor a payment havingright an aggregate valueamount equal to or otherwise based on the amount by whichexcess 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 exercise date exceeds the specified exercise price, timesaward is granted. Stock Appreciation Rights may be granted to Participants from time to time. The provisions of Stock Appreciation Rights need not be the number of sharessame with respect to whicheach 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 other conditions or restrictions on any Stock 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 grantit shall be evidenced 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 shall determine.deem appropriate.

Stock Appreciation Rights. The Committee mayis hereby authorized to grant to any Participant either Non-Tandem Stock Appreciation Rights or Tandem Stock Appreciation Rightsto Eligible Persons subject to suchthe terms of the Plan and conditions as the Committee shall impose.any applicable Award Agreement. A Stock Appreciation Right granted under the Plan shall entitleconfer on the holder, withinholder thereof a right to receive upon exercise thereof the specified exercise period, to exercise the Stock Appreciation Right and receive in exchange therefor a payment having an aggregate value equal to the amount by whichexcess of # the Fair Market Value of aone 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 exceedsof grant of the specified exercise price, timesStock Appreciation Right; provided, however, that the numberCommittee may designate a per share grant price below Fair Market Value on the date of shares with respectgrant # to whichthe 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 exercised.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 as determined by the Committee; provided, however, that the term of each Stock Appreciation Right shall not be longer than 10 years from the date of grant. The Committee may provide inimpose such conditions or restrictions on 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. Eachany Stock Appreciation Right grant shall be evidenced 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 shall determine.it may deem appropriate.

Upon the exercise of a Stock Appreciation Rights. The Committee may grantRight, a Participant shall be entitled to any Participant either Non-Tandem Stock Appreciation Rightsreceive an amount in cash or Tandem Stock Appreciation Rights subject to such terms and conditionsshares of Stock, as determined by the Committee shall impose. A Stock Appreciation Right shall entitleat the holder, within the specified exercise period, to exercise the Stock Appreciation Right and receivetime of grant, equal in exchange therefor a payment having an aggregate value equal to the amount by whichexcess of the Fair Market Value of a Shareone share of Stock on the date of exercise of the Stock Appreciation Right over # the Option Exercise Price specified in the related Stock Option in the case of Tandem SARs, which price shall be fixed no later than the date exceedsof grant of the Tandem SARs, or # the price per share specified exercise price, timesin the related Award Agreement in the case of Freestanding SARs, which price shall be fixed at the date of grant and shall be not less than the Fair Market Value of the Stock on the date of grant, multiplied by the number of shares withof Stock in respect toof which the Stock Appreciation Right isshall have been exercised. The Committee may provideshall have the right to approve or refuse to approve any election by the Participant to receive cash, in the Award agreement for automaticwhole or in part, upon exercise on a certain date, for payment of the proceedsStock Appreciation Right. When payment is to be made in Stock, the number of shares of Stock to be paid shall be calculated on a certain date, for accelerated vesting and other rights upon the occurrencebasis of events specified in the Award agreement, and/or for exercise periods that do not begin until after a Change in Control orFair Market Value of the occurrenceStock on the date of such other event asexercise. Notwithstanding the foregoing, the Committee may designate. Eachunilaterally limit the appreciation in value of any Stock Appreciation Right grant shall be evidenced by an Award agreement that shall specify the exercise price, the exercise period, the number of Sharesat any time prior to which the Stock Appreciation Right pertains and such other provisions as the Committee shall determine.exercise.

Upon the exercise of a Stock Appreciation Rights. The Committee may grantRight, a Participant shall be entitled to any Participant either Non-Tandem Stock Appreciation Rightsreceive an amount in cash or Tandem Stock Appreciation Rights subject to such terms and conditionsshares of Stock, as determined by the Committee shall impose. A Stock Appreciation Right shall entitleat the holder, within the specified exercise period, to exercise the Stock Appreciation Right and receivetime of grant, equal in exchange therefor a payment having an aggregate value equal to the amount by whichexcess of the Fair Market Value of a Shareone share of Stock on the date of exercise of the Stock Appreciation Right over # the Option Exercise Price specified in the related Stock Option in the case of Tandem SARs, which price shall be fixed no later than the date exceedsof grant of the Tandem SARs, or # the price per share specified exercise price, timesin the related Award Agreement in the case of Freestanding SARs, which price shall be fixed at the date of grant and shall be not less than the Fair Market Value of the Stock on the date of grant, multiplied by the number of shares withof Stock in respect toof which the Stock Appreciation Right isshall have been exercised. The Committee may provideshall have the right to approve or refuse to approve any election by the Participant to receive cash, in the Award agreement for automaticwhole or in part, upon exercise on a certain date, for payment of the proceedsStock Appreciation Right. When payment is to be made in Stock, the number of shares of Stock to be paid shall be calculated on a certain date, for accelerated vesting and other rights upon the occurrencebasis of events specified in the Award agreement, and/or for exercise periods that do not begin until after a Change in Control orFair Market Value of the occurrenceStock on the date of such other event asexercise. Notwithstanding the foregoing, the Committee may designate. Eachunilaterally limit the appreciation in value of any Stock Appreciation Right grant shall be evidenced by an Award agreement that shall specify the exercise price, the exercise period, the number of Sharesat any time prior to which the Stock Appreciation Right pertains and such other provisions as the Committee shall determine.exercise.

Freestanding 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 shall entitlemay be granted without any related Stock Option and may be subject to such vesting and exercisability requirements as specified by the holder, withinCommittee 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 exercise period, to exercisetime period (or periods) or on the attainment of specified performance goals established by the Committee in its discretion. A Stock Appreciation Right and receivewill 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 be 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 in exchange therefor a payment having an aggregate value equal toits sole discretion; provided, however, that the amount by whichbase price per Share of any such freestanding Stock Appreciation Right shall not be less than 100% of the Fair Market Value of a Sharethe Shares on the exercise date exceeds the specified exercise price, times the number of shares with respect to which the Stock 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 evidenced 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 shall determine.Grant Date.

Award. Stock Appreciation Rights or Tandem Stock Appreciation Rightsshall entitle the Participant, subject to such terms and conditions asdetermined by the Committee shall impose. A Stock Appreciation Right shall entitle the holder, within the specifiedCommittee, to receive upon exercise period, to exercise the Stock Appreciation Right and receive in exchange therefor a payment havingthereof an aggregate valueAward equal to all or a portion of the amount by whichexcess of: # the Fair Market Value of a Share onspecified number of shares of Common Stock at the time of exercise over # a specified price which shall not be less than 100% of the Fair Market Value of the Common Stock at the time the right is granted. Such amount may be paid by the Company in cash, Common Stock (valued at its then Fair Market Value) or any combination thereof, as the Committee may determine. In the event of the exercise date exceeds the specified exercise price, timesof a Stock Appreciation Right that is fully or partially settled in shares of Common Stock, the number of shares with respect to whichreserved for issuance under this Plan shall be reduced by the number of shares issued upon exercise of the Stock 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 evidenced 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 shall determine.Right.

Nature of Award. An Award of Stock Appreciation Rights. The Committee may grant to any Participant either Non-Tandem Stock Appreciation Rights or Tandem Stock Appreciation Rightsshall be subject to such terms and conditions asdetermined by the Committee shall impose. A Stock Appreciation Right shall entitle the holder, within the specifiedCommittee, to receive upon exercise period, to exerciseof the Stock Appreciation Right and receive in exchange thereforall or a payment having an aggregate value equal toportion of the amount by whichexcess of # the Fair Market Value of a Share on the exercise date exceeds the specified exercise price, times the number of shares with respect to whichShares as of the date of exercise of the Stock Appreciation Right is exercised. The Committee may provide inover # a specified exercise price that shall not be less than 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 occurrenceFair Market Value of such other event asShares on the Committee may designate. Each Stock Appreciation Right grant shall be evidenced by an Award agreement that shall specify the exercise price, the exercise period, the numberGrant Date of Shares to which the Stock Appreciation Right pertains and such other provisions asRight, except in the Committee shall determine.case of Substitute Awards.