Exercise Price. Subject to Section 3.4, the Exercise Price of a Stock Appreciation Right will never be less than 100% of the Fair Market Value of the related Shares on the Date of Grant. If a variable Exercise Price is specified at the time of grant, the Exercise Price may vary pursuant to a formula or other method established by the Committee; provided, however, that such formula or method will provide for a minimum Exercise Price equal to the Fair Market Value of the Shares on the Date of Grant. Except as otherwise provided in Section 3.4, no subsequent amendment of an outstanding Stock Appreciation Right may reduce the Exercise Price to less than 100% of the Fair Market Value of the Shares on the Date of Grant. Nothing in this [Section 7.3(c)] shall be construed as limiting the Committee’s authority to grant premium price Stock Appreciation Rights which do not become exercisable until the Fair Market Value of the related Shares exceeds a specified percentage (e.g., 110%) of the Exercise Price; provided, however, that such percentage will never be less than 100%.

Exercise Price. Subject to Section 3.4, the Exercise Price of Stock Appreciation Rights. The exercise price of a Stock Appreciation Right will nevershall not be less than 100%100 percent of the Fair Market Value of the related SharesStock on the Datedate of Grant. If a variable Exercise Price is specified atgrant. Notwithstanding the time of grant, the Exercise Price may vary pursuant to a formula or other method established by the Committee; provided, however, that such formula or method will provide for a minimum Exercise Price equal to the Fair Market Value of the Shares on the Date of Grant. Except as otherwise provided in Section 3.4, no subsequent amendment of an outstandingforegoing, Stock Appreciation RightRights may reduce the Exercise Price tobe granted with an exercise price per share that is less than 100%100 percent of the Fair Market Value on the date of grant # pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the SharesCode, # to individuals who are not subject to U.S. income tax on the Datedate of Grant. Nothing in this [Section 7.3(c)] shall be construed as limitinggrant or # the Committee’s authority to grant premium price Stock Appreciation Rights which doRight is otherwise compliant with, or is not become exercisable until the Fair Market Value of the related Shares exceeds a specified percentage (e.g., 110%) of the Exercise Price; provided, however, that such percentage will never be less than 100%subject to, [Section 409A].

Exercise Price. Subject to Section 3.4, the Exercise PriceThe exercise price for each grant of a Stock Appreciation Right will nevershall be determined by the Committee; provided, however, that the exercise price for each Share subject to a Stock Appreciation Right shall not be less than 100%one hundred percent (100%) of the Fair Market Value of the related Sharesa Share on the Datedate of Grant. If a variable Exercise Price is specified at the time of grant, the Exercise Price may vary pursuant to a formula or other method established by the Committee; provided, however, that such formula or method will provide for a minimum Exercise Price equal to the Fair Market Valuegrant of the Shares on the Date of Grant. Except as otherwise provided in Section 3.4, no subsequent amendment of an outstanding Stock Appreciation Right may reduce the Exercise Price to less than(or, if greater, 100% of the Fair Market Value of the Shares on the Date of Grant. Nothing in this [Section 7.3(c)] shall be construed as limiting the Committee’s authority to grant premiumexercise price Stock Appreciation Rights which do not become exercisable until the Fair Market Value of the related Shares exceedsstock option in the case of a specified percentage (e.g., 110%)Tandem Stock Appreciation Right). Subject to the provisions of Section 13, the Exercise Price; provided, however, that such percentage will neverexercise price of a Stock Appreciation Right shall not be less than 100%.adjusted or amended following issuance.

Exercise Price. Subject to Section 3.4, the Exercise PriceThe exercise price per Share of a Stock Appreciation Right will nevershall be determined by the Committee at the time the Stock Appreciation Right is granted and set forth in the related Award Agreement; provided, however, that in no event shall the exercise price of any Stock Appreciation Right be less than 100%one hundred percent (100%) of the Fair Market Value of the related Sharesa Share on the Date of Grant. If a variable Exercise Price is specified at the time of grant, the Exercise Price may vary pursuant to a formula or other method established by the Committee; provided, however, that such formula or method will provide for a minimum Exercise Price equal to the Fair Market Value of the Shares on the Date of Grant. Except as otherwise provided in Section 3.4, no subsequent amendment of an outstanding Stock Appreciation Right may reduce the Exercise Price to less than 100% of the Fair Market Value of the Shares on the Date of Grant. Nothing in this [Section 7.3(c)] shall be construed as limiting the Committee’s authority to grant premium price Stock Appreciation Rights which do not become exercisable until the Fair Market Value of the related Shares exceeds a specified percentage (e.g., 110%) of the Exercise Price; provided, however, that such percentage will never be less than 100%.Grant Date.

Exercise Price. Subject to Section 3.4,The Exercise Price of Shares purchasable under a Stock Appreciation Right shall be determined by the Exercise PriceAdministrator in its sole discretion at the time of grant, but in no event shall the exercise price of a Stock Appreciation Right will never be less than 100%one hundred percent (100%) of the Fair Market Value of the related Sharesa share of Common Stock on the Datedate of Grant. If a variable Exercise Price is specified at the time of grant, the Exercise Price may vary pursuant to a formula or other method established by the Committee; provided, however, that such formula or method will provide for a minimum Exercise Price equal to the Fair Market Value of the Shares on the Date of Grant. Except as otherwise provided in Section 3.4, no subsequent amendment of an outstanding Stock Appreciation Right may reduce the Exercise Price to less than 100% of the Fair Market Value of the Shares on the Date of Grant. Nothing in this [Section 7.3(c)] shall be construed as limiting the Committee’s authority to grant premium price Stock Appreciation Rights which do not become exercisable until the Fair Market Value of the related Shares exceeds a specified percentage (e.g., 110%) of the Exercise Price; provided, however, that such percentage will never be less than 100%.grant.

Exercise Price. Subject to Section 3.4, the Exercise PriceThe per Share price for exercise of a Stock Appreciation Right will neverRights shall be less than 100% of the Fair Market Value of the related Shares on the Date of Grant. If a variable Exercise Price is specified at the time of grant, the Exercise Price may vary pursuant to a formula or other method establisheddetermined by the Committee; provided, however,Committee, but shall be a price that such formula or method will provide for a minimum Exercise Priceis equal to the Fair Market Value of the Shares on the Date of Grant. Except as otherwise provided in Section 3.4, no subsequent amendment of an outstanding Stock Appreciation Right may reduce the Exercise Price to lessor greater than 100% of the Fair Market Value of the Shares subject to the Award on the Datedate of Grant. Nothing in this [Section 7.3(c)] shall be construed as limitinggrant; provided, however, that the Committee’s authorityper Share exercise price with respect to grant premium pricea Stock Appreciation Rights which do not become exercisable untilRight that is granted in connection with a merger or other acquisition as a Substitute Award for stock appreciation rights held by awardees of the acquired entity may be less than 100% of the Fair Market Value on the date such Award is granted. The terms and conditions of any Substitute Award are intended to meet all requirements necessary to prevent such Substitute Awards from being treated as the grant of a new stock right or a change in the form of payment within the meaning of the related Shares exceeds a specified percentage (e.g., 110%) of the Exercise Price; provided, however, that such percentage will never be less than 100%.final regulations under Code §409A.

Exercise Price. Subject to Section 3.4, the Exercise Price of Stock Appreciation Rights. The exercise price of a Stock Appreciation Right will nevershall not be less than 100%one hundred percent (100%) of the Fair Market Value of the related SharesStock on the Datedate of Grant. If a variable Exercise Price is specified at the time of grant, the Exercise Price may vary pursuant to a formula or other method established by the Committee; provided, however, that such formula or method will provide for a minimum Exercise Price equal to the Fair Market Value of the Shares on the Date of Grant. Except as otherwise provided in Section 3.4, no subsequent amendment of an outstanding Stock Appreciation Right may reduce the Exercise Price to less than 100% of the Fair Market Value of the Shares on the Date of Grant. Nothing in this [Section 7.3(c)] shall be construed as limiting the Committee’s authority to grant premium price Stock Appreciation Rights which do not become exercisable until the Fair Market Value of the related Shares exceeds a specified percentage (e.g., 110%) of the Exercise Price; provided, however, that such percentage will never be less than 100%.grant.

Exercise Price. Subject to Section 3.4, the Exercise PriceTerms. The exercise price per Share of a Stock Appreciation Right will nevershall be an amount determined by the Committee but in no event shall such amount be less than 100% of the Fair Market Value of the related Sharesa Share on the Date of Grant. If a variable Exercise Pricedate the Stock Appreciation Right is specified at the time of grant, the Exercise Price may vary pursuant to a formula or other method established by the Committee;granted; provided, however, that such formula or method will provide fornotwithstanding the foregoing in the case of a minimum Exercise Price equal to the Fair Market Value of the Shares on the Date of Grant. Except as otherwise provided in Section 3.4, no subsequent amendment of an outstanding Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, the exercise price may reduce the Exercise Price tonot be less than 100% of the Fair Market Value of the Shares on the Date of Grant. Nothing in this [Section 7.3(c)] shall be construed as limiting the Committee’s authority to grant premium price Stock Appreciation Rights which do not become exercisable until the Fair Market ValueOption Price of the related Shares exceedsOption. Each Stock Appreciation Right granted independent of an Option shall entitle a specified percentage (e.g., 110%)Participant upon exercise to an amount equal to # the excess of # the Exercise Price; provided, however, that such percentage will never be less than 100%.

Exercise Price. Subject to Section 3.4, the Exercise Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the payment to be received upon exercise of a Stock Appreciation Right as set forth in Section 7.6 will never be determined by the Administrator and will be no less than 100%one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise, the Administrator, subject to the provisions of the related Shares onPlan, will have complete discretion to determine the Dateterms and conditions of Grant. If a variable Exercise Price is specified at the time of grant, the Exercise Price may vary pursuant to a formula or other method established by the Committee; provided, however, that such formula or method will provide for a minimum Exercise Price equal to the Fair Market Value of the Shares on the Date of Grant. Except as otherwise provided in Section 3.4, no subsequent amendment of an outstanding Stock Appreciation Right may reduce the Exercise Price to less than 100% of the Fair Market Value of the Shares on the Date of Grant. Nothing in this [Section 7.3(c)] shall be construed as limiting the Committee’s authority to grant premium price Stock Appreciation Rights which do not become exercisable untilgranted under the Fair Market Value of the related Shares exceeds a specified percentage (e.g., 110%) of the Exercise Price; provided, however, that such percentage will never be less than 100%.Plan.

Exercise Price. Subject to Section 3.4, the Exercise PriceThe exercise price per share of a Stock Appreciation Right will nevershall be determined by the Administrator at the time of grant and set forth in the applicable stock appreciation right agreement; provided, however, that the exercise price per share shall be not less than 100% of the Fair Market Value of the related Sharesper share on the Date of Grant. If a variable Exercise Price is specified atdate the time of grant, the Exercise Price may vary pursuant to a formula or other method established by the Committee; provided, however, that such formula or method will provide for a minimum Exercise Price equal to the Fair Market Value of the Shares on the Date of Grant. Except as otherwise provided in Section 3.4, no subsequent amendment of an outstanding Stock Appreciation Right may reduce the Exercise Price to less than 100% of the Fair Market Value of the Shares on the Date of Grant. Nothing in this [Section 7.3(c)] shall be construed as limiting the Committee’s authority to grant premium price Stock Appreciation Rights which do not become exercisable until the Fair Market Value of the related Shares exceeds a specified percentage (e.g., 110%) of the Exercise Price; provided, however, that such percentage will never be less than 100%.is granted.