Common use of Stock Appreciation Rights Clause in Contracts

Stock Appreciation Rights. The Executive is hereby granted 300,000 stock appreciation rights (“SARS”) which shall entitle the Executive to receive in cash from the Company any increase in the fair market value of the common shares of the Company from the fair market value thereof on the date hereof to the date of exercise of the SARS. 150,000 of the SARS shall vest immediately, and the other 150,000 SARS shall vest on December 31, 2007. All SARS will have a 10-year term and, to the extent applicable, shall be governed by the provisions of the Stock Option Plan of the Company, including for greater certainty, the provisions relating to the calculation of the fair market value of common shares of the Company, resignation or termination. The vesting of all SARS shall be accelerated upon a “change of control” as defined in the Agreement, and shall be governed, to the extent applicable, by the provisions in the Agreement regarding change of control. At any time and from time to time after vesting, but subject to the xxxxxxx xxxxxxx policy of the Company in effect at that time which shall apply to the SARS as if they were securities covered thereby, the Executive shall be entitled to exercise some or all of the vested SARS by delivering notice of exercise in writing to the General Counsel of the Company. Within 10 business days after receipt of such notice in writing, the Company shall pay to the Executive the amount by which the fair market value of the common shares of the Company has increased from the fair market value on the date hereof to the fair market value on the date of such notice, net of any applicable withholdings and any other amounts owing at that time by the Executive to the Company. Notwithstanding anything to the contrary contained herein, the Company shall have the right but not the obligation to cancel at any time all, or from time to time any part, of the SARS, in any case upon notice in writing to the Executive and to replace the cancelled SARS with stock options or, in the Company’s discretion, restricted shares, provided such options or shares have no less favorable (to the Executive) material terms and conditions as, and are in such number as are of equivalent value to, the cancelled SARS.

Stock Appreciation Rights. The Executive is hereby granted 300,000 stock appreciation rights (“"SARS”") which shall entitle the Executive to receive in cash from the Company any increase in the fair market value of the common shares of the Company from the fair market value thereof on the date hereof to the date of exercise of the SARS. 150,000 of the SARS shall vest immediately, and the other 150,000 SARS shall vest on December 31, 2007. All SARS will have a 10-year term and, to the extent applicable, shall be governed by the provisions of the Stock Option Plan of the Company, including for greater certainty, the provisions relating to the calculation of the fair market value of common shares of the Company, resignation or termination. The vesting of all SARS shall be accelerated upon a “"change of control” " as defined in the Agreement, and shall be governed, to the extent applicable, by the provisions in the Agreement regarding change of control. At any time and from time to time after vesting, but subject to the xxxxxxx xxxxxxx policy of the Company in effect at that time which shall apply to the SARS as if they were securities covered thereby, the Executive shall be entitled to exercise some or all of the vested SARS by delivering notice of exercise in writing to the General Counsel of the Company. Within 10 business days after receipt of such notice in writing, the Company shall pay to the Executive the amount by which the fair market value of the common shares of the Company has increased from the fair market value on the date hereof to the fair market value on the date of such notice, net of any applicable withholdings and any other amounts owing at that time by the Executive to the Company. Notwithstanding anything to the contrary contained herein, the Company shall have the right but not the obligation to cancel at any time all, or from time to time any part, of the SARS, in any case upon notice in writing to the Executive and to replace the cancelled SARS with stock options or, in the Company’s 's discretion, restricted shares, provided such options or shares have no less favorable (to the Executive) material terms and conditions as, and are in such number as are of equivalent value to, the cancelled SARS.

Stock Appreciation Rights. The Executive is hereby granted 300,000 600,000 stock appreciation rights (“SARS”) which shall entitle the Executive to receive in cash from the Company any increase in the fair market value of the common shares of the Company from the fair market value thereof on the date hereof December 31, 2007 to the date of exercise of the SARS. 150,000 of the The SARS shall vest immediatelyaccording to the following schedule: 150,000 on June 30, and the other 2008, 150,000 SARS shall vest on December 31, 20072008, 150,000 on June 30, 2009 and 150,000 on December 31, 2009. All SARS will have a 10-year term and, to the extent applicable, shall be governed by the provisions of the Stock Option Plan of the CompanyCompany (“SOP”), including for greater certainty, the provisions relating to the calculation of the fair market value of common shares of the Company; provided, however, that all vested SARS shall remain exercisable for a period of three (3) years after either a termination without Cause of the Executive or the non-renewal of this Agreement, and for one (1) year after a resignation or terminationby the Executive. The vesting of all SARS shall be accelerated upon a “change of control” as defined in the Agreement, and shall be governed, to the extent applicable, by the provisions in the Agreement regarding change of control. At any time and from time to time after vesting, but subject to the xxxxxxx xxxxxxx policy of the Company in effect at that time which shall apply to the SARS as if they were securities covered thereby, the Executive shall be entitled to exercise some or all of the vested SARS by delivering notice of exercise in writing to the General Counsel of the Company. Within 10 business days after receipt of such notice in writing, the Company shall pay to the Executive the amount by which the fair market value of the common shares of the Company has increased from the fair market value on the date hereof December 31, 2007 to the fair market value on the date of such notice, net of any applicable withholdings and any other amounts owing at that time by the Executive to the Company. Notwithstanding anything to the contrary contained herein, the Company shall have the right but not the obligation to cancel at any time all, or from time to time any part, of the SARS, in any case upon notice in writing to the Executive and to replace the cancelled SARS with stock options or, in the Company’s discretion, restricted sharesoptions, provided that (i) such options or shares have no less favorable (to the Executive) material terms and conditions as, and are in such number as are of equivalent value to, the cancelled SARS, and (ii) the Company cannot replace cancelled SARS with stock options if such options have a higher exercise price than the price of the common shares of the Company on December 31, 2007.

Stock Appreciation Rights. The Executive is hereby granted 300,000 600,000 stock appreciation rights (“SARS”) which shall entitle the Executive to receive in cash from the Company any increase in the fair market value of the common shares of the Company from the fair market value thereof on the date hereof December 31, 2007 to the date of exercise of the SARS. 150,000 of the The SARS shall vest immediatelyaccording to the following schedule: 150,000 on June 30, and the other 2008, 150,000 SARS shall vest on December 31, 20072008, 150,000 on June 30, 2009 and 150,000 on December 31, 2009. All SARS will have a 10-year term and, to the extent applicable, shall be governed by the provisions of the Stock Option Plan of the CompanyCompany (“SOP”), including for greater certainty, the provisions relating to the calculation of the fair market value of common shares of the Company; provided, however, that all vested SARS shall remain exercisable for a period of three (3) years after either a termination without Cause of the Executive or the non-renewal of this Agreement, and for one (1) year after a resignation or terminationby the Executive. The vesting of all SARS shall be accelerated upon a “change of control” as defined in the Agreement, and shall be governed, to the extent applicable, by the provisions in the Agreement regarding change of control. At any time and from time to time after vesting, but subject to the xxxxxxx ixxxxxx xxxxxxx policy of the Company in effect at that time which shall apply to the SARS as if they were securities covered thereby, the Executive shall be entitled to exercise some or all of the vested SARS by delivering notice of exercise in writing to the General Counsel of the Company. Within 10 business days after receipt of such notice in writing, the Company shall pay to the Executive the amount by which the fair market value of the common shares of the Company has increased from the fair market value on the date hereof December 31, 2007 to the fair market value on the date of such notice, net of any applicable withholdings and any other amounts owing at that time by the Executive to the Company. Notwithstanding anything to the contrary contained herein, the Company shall have the right but not the obligation to cancel at any time all, or from time to time any part, of the SARS, in any case upon notice in writing to the Executive and to replace the cancelled SARS with stock options or, in the Company’s discretion, restricted sharesoptions, provided that (i) such options or shares have no less favorable (to the Executive) material terms and conditions as, and are in such number as are of equivalent value to, the cancelled SARS, and (ii) the Company cannot replace cancelled SARS with stock options if such options have a higher exercise price than the price of the common shares of the Company on December 31, 2007.

Stock Appreciation Rights. The Executive is hereby Upon the effective date of this Agreement, Employee will be granted 300,000 stock appreciation rights (“SARS”the "2009 SAR's") which shall entitle the Executive with respect to receive in cash from the Company any increase in the fair market value 75,000 shares of the common shares stock of the Company from under the fair market value thereof Company's 2006 Long-Term Incentive Plan. The strike price for the 2009 SAR's will be the closing price of the Company's common stock on the date hereof to Nasdaq Global Select Market as of the date of exercise this Agreement. The 2009 SAR's will settle in shares of common stock of the SARS. 150,000 Company in accordance with the terms of the SARS shall Stock Appreciation Rights Grant Agreement to be entered into between the Company and Employee to evidence this grant. The 2009 SAR's will vest immediately, in three (3) equal annual installments commencing on the first anniversary of the date of grant and all of the other 150,000 SARS shall vest on December 31, 2007. All SARS will have a 10-year term and2009 SAR's, to the extent applicablenot earlier exercised, shall be governed expire on the earlier of one hundred eighty (180) days after termination of employment for any reason whatsoever or on the fifth (5th) anniversary of the date of grant. In the event a Change of Control transaction is consummated as a result of a definitive agreement entered into by the provisions Company prior to October 16, 2010, vesting of the Stock Option Plan of the Company, including for greater certainty, the provisions relating to the calculation of the fair market value of common shares of the Company, resignation or termination. The vesting of all SARS 2009 SAR's shall be accelerated upon to the extent of a “change percentage equal to the number of control” full months between the date of this grant and the date of execution of the definitive agreement for the Change of Control transaction divided by 12. By way of amplification, the terms of the preceding sentence shall apply if a definitive agreement for a Change of Control transaction is entered into prior to October 16, 2010 and if the Change of Control transaction contemplated by such definitive agreement is ultimately closed, whether or not closed prior to October 16, 2010. By way of example, if the definitive agreement for a Change of Control transaction is entered into as defined of April 30, 2010, six (6) full months shall have passed since the grant date and Employee shall be 6/12 (or 50%) vested in the Agreement2009 SAR's. Upon any other Change of Control, and shall be governedany unvested 2009 SAR's, to the extent applicablenot previously forfeited, by the provisions in the Agreement regarding change of control. At any time and from time to time after vesting, but subject to the xxxxxxx xxxxxxx policy of the Company in effect at that time which shall apply to the SARS as if they were securities covered thereby, the Executive shall be entitled to exercise some or all of the vested SARS by delivering notice of exercise in writing to the General Counsel of the Company. Within 10 business days after receipt of such notice in writing, the Company shall pay to the Executive the amount by which the fair market value of the common shares of the Company has increased from the fair market value on the date hereof to the fair market value on the date of such notice, net of any applicable withholdings and any other amounts owing at that time by the Executive to the Company. Notwithstanding anything to the contrary contained herein, the Company shall have the right but not the obligation to cancel at any time all, or from time to time any part, of the SARS, in any case upon notice in writing to the Executive and to replace the cancelled SARS with stock options or, in the Company’s discretion, restricted shares, provided such options or shares have no less favorable (to the Executive) material terms and conditions as, and are in such number as are of equivalent value to, the cancelled SARSautomatically vest.