Substitution of Stock Appreciation Rights. The Administrator may, in its sole discretion, substitute an Award of Stock Appreciation Rights for an outstanding Option at any time prior to or upon exercise of such Option; provided, however, that such Stock Appreciation Rights shall be exercisable with respect to the same number of Shares for which such substituted Option would have been exercisable, and shall also have the same exercise price and remaining term as the substituted Option.

Award of Stock Appreciation Rights. The Administrator may, in its sole discretion, substitute an Award ofmay grant Stock Appreciation Rights for an outstanding Option at any time prior to or upon exercise of such Option; provided, however, that suchunder the Plan. A Stock Appreciation Rights shall be exercisableRight is an Award entitling the recipient to receive shares of Stock (or cash, to the extent explicitly provided for in the applicable Award Agreement) having a value equal to the excess of the Fair Market Value of a share of Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the same number of Shares for which such substituted Option wouldStock Appreciation Right shall have been exercisable, and shall also have the same exercise price and remaining term as the substituted Option.exercised.

Award of Stock Appreciation Rights. The Administrator may, in its sole discretion, substitute an Award ofmay grant Stock Appreciation Rights for an outstanding Option at any time prior to or upon exercise of such Option; provided, however, that suchunder the Plan. A Stock Appreciation Rights shall be exercisableRight is an Award entitling the recipient to receive shares of Stock (or cash, to the extent explicitly provided for in the applicable Award Certificate) having a value equal to the excess of the Fair Market Value of a share of Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the same number of Shares for which such substituted Option wouldStock Appreciation Right shall have been exercisable, and shall also have the same exercise price and remaining term as the substituted Option.exercised.

Exercisability. Stock Appreciation Rights shall be exercisable with respect to the same numberextent vested; provided that the exercise of Shares for whicha Stock Appreciation Right shall be subject to such substituted Option would have been exercisable,additional terms and conditions, performance requirements, restrictions, forfeiture provisions, contingencies and limitations, if any, as shall also havebe determined by the same exercise priceAdministrator and remaining term aslisted in the substituted Option.applicable award agreement.