Common use of Appreciation Rights Clause in Contracts

Appreciation Rights. 8.1 The Committee may grant Appreciation Rights to any Eligible Person, upon such terms and conditions as the Committee deems appropriate under this Article 8, provided that the number of Appreciation Rights granted to an Eligible Person during a fiscal year will not exceed the applicable limitations set forth in Article 5 of this Plan when aggregated with other Appreciation Rights made to that Eligible Person during that fiscal year. 8.2 An Appreciation Right may be granted under the Plan: (i) in connection with, and at the same time as, the grant of an Option to an Eligible Person; (ii) by amendment of an outstanding Nonstatutory Stock Option granted under the Plan to an Eligible Person; or (iii) independently of any Option granted under the Plan. An Appreciation Right granted under clause (i) or (ii) of the preceding sentence is a Related Right. A Related Right may, in the Committee’s discretion, apply to all or a portion of the Options subject to the Related Award. 8.3 An Appreciation Right may be exercised in whole or in part as provided in the Agreement, and, subject to the provisions of the Agreement, entitles its Grantee to receive, without any payment to the Corporation (other than required tax withholding amounts), either cash or that number of Shares (equal to the highest whole number of Shares), or a combination thereof, in an amount or having a Fair Market Value determined as of the date such Appreciation Right is exercised not to exceed the number of shares underlying the Appreciation Right exercised multiplied by an amount equal to the excess of the Fair Market Value on the exercise date of the Appreciation Right over the “base price”, which is the Fair Market Value on the Grant Date of the Appreciation Right (or such price in excess of Fair Market Value on the Grant Date as the Committee determined at the time of grant). 8.4 The Right Period will be determined by the Committee and specifically set forth in the Agreement, provided, however that an Appreciation Right that is a Related Right may be exercised only when and to the extent the Related Award is exercisable. 8.5 The exercise or settlement, in whole or in part, of a Related Right will cause a reduction on a share-for-share basis in any Related Award. 8.6 The Committee may specify Performance Criteria or other performance goals that must be achieved as a condition of the exercise of such rights. 8.7 Each grant of Appreciation Rights shall be evidenced by an Agreement that identifies the related Options (if applicable) and contains such terms and provisions, consistent with this Plan, as the Committee may approve.

Appreciation Rights. 8.1 The Committee may grant also from time to time authorize grants to any Participant of Appreciation Rights to any Eligible Person, upon such terms and conditions as the Committee deems appropriate under it may determine in accordance with this Article 8, provided that the number of Section 7. Appreciation Rights granted to an Eligible Person during a fiscal year will not exceed the applicable limitations set forth in Article 5 of this Plan when aggregated with other Appreciation Rights made to that Eligible Person during that fiscal year. 8.2 An Appreciation Right may be granted under the Plan: (i) in connection with, tandem with Stock Options or separate and at the same time as, the apart from a grant of an Option to an Eligible Person; (ii) by amendment of an outstanding Nonstatutory Stock Option granted under the Plan to an Eligible Person; or (iii) independently of any Option granted under the PlanOptions. An Appreciation Right granted under clause (i) or (ii) will be a right of the preceding sentence is a Related Right. A Related Right may, in Participant to receive from the Committee’s discretion, apply to all or a portion of the Options subject to the Related Award. 8.3 An Appreciation Right may be exercised in whole or in part as provided in the Agreement, and, subject to the provisions of the Agreement, entitles its Grantee to receive, without any payment to the Corporation (other than required tax withholding amounts), either cash or that number of Shares (equal to the highest whole number of Shares), or a combination thereof, in Company upon exercise an amount or having a Fair Market Value determined as of the date such Appreciation Right is exercised not to exceed the number of shares underlying the Appreciation Right exercised multiplied by an amount equal to the excess of the Fair Market Value on the exercise date of the Appreciation Right over the “base price”, which is the Fair Market Value on the Grant Date of the Appreciation Right (or such price in excess of Fair Market Value on the Grant Date as the Committee determined at the time of grant). 8.4 The Right Period will be determined by the Committee at the Date of Grant and specifically set forth in will be expressed as a percentage of the Agreement, provided, however that an Spread (not exceeding 100%) at the time of exercise. An Appreciation Right that is granted in tandem with a Related Right Stock Option may be exercised only when by surrender of the related Stock Option. Each grant of an Appreciation Right may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: (a) Each grant will state whether it is made in tandem with Stock Options and, if not made in tandem with any Stock Options, will specify the number of shares of Common Stock in respect of which it is made. (b) Each grant made in tandem with Stock Options will specify the Option Price and each grant not made in tandem with Stock Options will specify the Xxxxx Xxxxx, which in either case will not be less than 100% of the Market Value per Share on the Date of Grant. (c) Any grant may provide that the amount payable on exercise of an Appreciation Right may be paid (i) in cash, (ii) in shares of Common Stock having an aggregate Market Value per Share equal to the extent Spread (or the Related Award designated percentage of the Spread) or (iii) in a combination thereof, as determined by the Committee in its discretion. (d) Any grant may specify that the amount payable to the Participant on exercise of an Appreciation Right may not exceed a maximum amount specified by the Committee at the Date of Grant. (e) Successive grants may be made to the same Participant whether or not any Appreciation Rights or other Awards previously granted to such Participant remain unexercised or outstanding. (f) Each grant will specify the required period or periods of continuous service by the Participant with the Parent, Company or any Subsidiary that are necessary before the Appreciation Rights or installments thereof will become exercisable, and will provide that no Appreciation Rights may be exercised except at a time when the Spread is positive and, with respect to any grant made in tandem with Stock Options, when the related Stock Options are also exercisable. 8.5 The exercise or settlement, in whole or in part, of a Related Right will cause a reduction on a share-for-share basis in any Related Award. 8.6 The Committee (g) Any grant may specify Performance Criteria or other performance goals the Management Objectives that must be achieved as a condition of to the exercise of such rightsthe Appreciation Rights. 8.7 (h) Any grant may provide for the earlier exercise of the Appreciation Rights in the event of a change in control or other similar transaction or event. (i) On or after the Date of Grant, the Committee may provide for the payment to the Participant of dividend equivalents thereon in cash or Common Stock on a current, deferred or contingent basis. (j) Any grant may provide for the effect on the Appreciation Rights or any shares of Common Stock issued, or other payment made, with respect to the Appreciation Rights of any conduct of the Participant determined by the Committee to be injurious, detrimental or prejudicial to any significant interest of the Parent, Company or any Subsidiary. (k) Each grant of Appreciation Rights shall will be evidenced by an Agreement that identifies the related Options (if applicable) and contains Evidence of Award, which may contain such terms and provisions, consistent with this the Plan, as the Committee may approve, including without limitation provisions relating to the Participant’s termination of employment or other termination of service by reason of retirement, death, disability or otherwise.

Appreciation Rights. 8.1 The Committee may grant Appreciation Rights to any Eligible Person, upon such terms and conditions as the Committee deems appropriate under this Article 8, provided that the number of Appreciation Rights granted to an Eligible Person during a fiscal year will not exceed the applicable limitations set forth in Article 5 of this Plan when aggregated with other Appreciation Rights made to that Eligible Person during that fiscal year. 8.2 An Appreciation Right may be granted under the Plan: (i) in connection with, and at the same time as, the grant of an Option to an Eligible Person; (ii) by amendment of an outstanding Nonstatutory Stock Option granted under the Plan to an Eligible Person; or (iii) independently of any Option granted under the Plan. 10 An Appreciation Right granted under clause (i) or (ii) of the preceding sentence is a Related Right. A Related Right may, in the Committee’s discretion, apply to all or a portion of the Options subject to the Related Award. 8.3 An Appreciation Right may be exercised in whole or in part as provided in the Agreement, and, subject to the provisions of the Agreement, entitles its Grantee to receive, without any payment to the Corporation (other than required tax withholding amounts), either cash or that number of Shares (equal to the highest whole number of Shares), or a combination thereof, in an amount or having a Fair Market Value determined as of the date such Appreciation Right is exercised not to exceed the number of shares underlying the Appreciation Right exercised multiplied by an amount equal to the excess of the Fair Market Value on the exercise date of the Appreciation Right over the “base price”, which is the Fair Market Value on the Grant Date of the Appreciation Right (or such price in excess of Fair Market Value on the Grant Date as the Committee determined at the time of grant). 8.4 The Right Period will be determined by the Committee and specifically set forth in the Agreement, provided, however that an Appreciation Right that is a Related Right may be exercised only when and to the extent the Related Award is exercisable. 8.5 The exercise or settlement, in whole or in part, of a Related Right will cause a reduction on a share-for-share basis in any Related Award. 8.6 The Committee may specify Performance Criteria or other performance goals that must be achieved as a condition of the exercise of such rights. 8.7 Each grant of Appreciation Rights shall be evidenced by an Agreement that identifies the related Options (if applicable) and contains such terms and provisions, consistent with this Plan, as the Committee may approve.