Common use of Exercise of SAR Clause in Contracts

Exercise of SAR. a. Each exercise of this SAR shall be by means of a written notice of exercise delivered to the Company, specifying the number of Shares to which the exercise relates. The Participant agrees to pay to the Company the statutory withholding requirement arising in connection with the exercise of the SAR; and the Company shall have the right, without the Participant’s prior approval or direction, to satisfy such withholding tax by withholding all or any part of the Shares that would otherwise be transferred and delivered to the Participant, with any Shares so withheld to be valued at the Fair Market Value on the date of such withholding. Any Shares withheld to satisfy this obligation will not exceed the statutory withholding requirement. The Participant, with the consent of the Company, may satisfy such withholding tax (i) in cash or certified or cashier’s check payable to the order of the Company, or (ii) by having the Company withhold Shares that would otherwise become vested Shares, with any Shares so withheld to be valued at the Fair Market Value of the Share on the date of such withholding, or any combination thereof. b. Upon exercise of the SAR, the Participant will be entitled to the number of Shares equal to (i) the product of (x) and (y) where (x) equals the excess of the Fair Market Value of a Share on the date of exercise over the Gxxxx Xxxxx and (y) equals the number of Shares specified in the notice of exercise, divided by (ii) the Fair Market Value of a Share on the date of exercise; provided, that any fractional Shares shall be settled in cash. c. The SAR may be exercised during the lifetime of the Participant only by the Participant, or, within the exercise period set forth in Section 5(c) of this Agreement after Participant’s death, by his transferees by will or the laws of descent or distribution, and not otherwise, regardless of any community property interest therein of the spouse of the Participant, or such spouse’s successors in interest. If the spouse of the Participant shall have acquired a community property interest in the SAR, the Participant, or the Participant’s permitted successors in interest, may exercise the SAR on behalf of the spouse of the Participant or such spouse’s successors in interest, subject to the restrictions stated above.

Exercise of SAR. a. Each exercise Subject to the terms and conditions of this Agreement and the Plan, the SAR shall may be by means of a exercised upon written notice of exercise delivered to the Company, specifying at its principal office, which is located at 5000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000. Such notice shall (i) state the election to exercise the SAR and the number of SAR Shares with respect to which the exercise relates. The Participant agrees to pay to SAR is being exercised; (ii) be signed by the Company the statutory withholding requirement arising in connection with the exercise of person so exercising the SAR; and (iii) be accompanied by the investment certificate referred to in Paragraph 11 hereof, if the Company shall have so requests. In the right, without event the Participant’s prior approval SAR is exercised by any person or direction, to satisfy such withholding tax by withholding all persons after the legal disability or any part death of the Shares that would otherwise Grantee, such notice shall be transferred and delivered to accompanied by appropriate proof of the Participant, with any Shares so withheld to be valued at the Fair Market Value on the date right of such withholdingperson or persons to exercise the SAR. Any Shares withheld to satisfy this obligation will not exceed the statutory withholding requirement. The Participant, with the consent of the Company, may satisfy such withholding tax (i) in cash or certified or cashier’s check payable to the order of the Company, or (ii) by having the Company withhold Shares that would otherwise become vested Shares, with any Shares so withheld to be valued at the Fair Market Value of the Share on the date As soon as practicable following receipt of such withholding, or any combination thereof. b. Upon notice of exercise of the SAR, the Participant will Grantee shall be entitled to the number of Shares receive an amount equal to (i) the product of (x) and (y) where (x) equals the excess of the Fair Market Value of a Share share of Common Stock on the exercise date of exercise over the Gxxxx Xxxxx and (y) equals the number of Shares specified in the notice of exerciseBase Price, divided by times (ii) the Fair Market Value number of a Share on SAR Shares for which the date of exercise; provided, that any fractional Shares SAR is being exercised. The SARs covered by this Agreement shall be settled in cash. c. The SAR may , shares of Common Stock or a combination thereof. Any fractional share of Common Stock shall be exercised during paid in cash. All shares that are issued upon the lifetime exercise of the Participant only SAR as provided herein shall be deemed to be fully paid and non-assessable by the ParticipantCompany. [Upon the sale of Common Stock attributable to the appreciation of SAR Shares, or, within the exercise period set forth in Section 5(c) Company shall be entitled to any proceeds representing that portion of this Agreement after Participant’s death, by his transferees by will or the laws of descent or distribution, and not otherwise, regardless sales price which exceeds [[five] times the Base Price] [$[ ] per share] (the “Excess”). The Grantee shall pay to the Company the amount of any community property interest therein Excess realized by the Grantee upon the sale of the spouse Common Stock issued upon exercise of the Participant, or such spouse’s successors in interestSAR within 20 business days after realization thereof. If Any Excess not timely paid shall bear interest at the spouse rate of the Participant shall have acquired a community property interest in the SAR, the Participant, or the Participant’s permitted successors in interest, may exercise the SAR on behalf of the spouse of the Participant or such spouse’s successors in interest, subject to the restrictions stated above10% per annum until paid.]

Exercise of SAR. a. Each (a) Subject to the terms and conditions contained herein and in the Plan, Grantee may exercise only vested portions of this SAR and only in the following manner. From time to time prior to the earlier to occur of: (i) the termination hereof in accordance with the provisions of this SAR; or (ii) the Expiration Date (specified above) (the “Expiration Date”) with respect to a given portion of this SAR, Grantee may give written notice to the Company of his/her election to exercise some or all of the Granted Shares and become entitled to payment of the Appreciation with respect to the exercised portion of the Granted Shares. Said notice shall specify the number of Granted Shares to be exercised and shall be accompanied by such agreement, statement or other evidence as the Company may require in order to satisfy itself that the exercise of the Granted Shares and the entitled of the Appreciation will be in compliance with Applicable Laws including without limitation all applicable U.S. federal and state securities laws and regulations. (b) The Company reserves the right to withhold the exercise of Granted Shares for reasons including but not limited to the Grantee’s failure to comply with the Company’s rules and regulations; the Grantee’s failure to comply with Applicable Laws; the Grantee’s breach of his/her employment agreement; the Grantee’s unwillingness or failure to follow Company directives; and the Grantee’s failure to perform his/her duties and responsibilities. (c) Exercisablity of this SAR upon and after termination of the Grantee shall be in accordance with Section 9 of the Plan, except as otherwise specifically provided for in this Section 3(c); provided, however, in the event the Grantee is subject to a blackout period under the Company’s Xxxxxxx Xxxxxxx Policy on the date of such termination, the period following termination during which such SAR may be exercised set forth in Section 9 of the Plan shall not begin until the date the Committee (as defined in the Plan) notifies the Grantee that such Grantee is no longer in possession of material non-public information such that the Grantee may freely exercise this SAR in compliance with the Company’s Xxxxxxx Xxxxxxx Policy and Applicable Laws. Exercisability of this SAR upon termination due to death or Disability shall be in accordance with Section 9(a) of the Plan. Exercisability of this SAR upon termination for Cause shall be in accordance with Section 9(c) of the Plan. Exercisability of this SAR upon termination other than for Cause, as a result of voluntary termination by the Grantee or due to Retirement shall be in accordance with Section 9(d) of the Plan; provided, however, in the event of voluntary termination by the Grantee, in the event the Grantee is subject to a blackout period under the Company’s Xxxxxxx Xxxxxxx Policy for at least the five most recent trading days prior to such voluntary termination, the SAR may be exercised for a period of five trading days following the date the Committee notifies the Grantee that such Grantee is no longer in possession of material non-public information such that the Grantee may freely exercise the SAR in compliance with the Company’s Xxxxxxx Xxxxxxx Policy and Applicable Laws. The Committee shall provide the Grantee with any such notice required by this Section 3(c) promptly. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this SAR shall be by means exercisable at any time unless all necessary regulatory or other approvals have been received. (e) To the extent that an SAR is exercised for a number of a written notice Granted Shares which is less than the full number of exercise delivered Granted Shares for which this SAR is then exercisable, it shall be deemed to have been exercised first with respect to the Company, specifying the maximum number of vested Granted Shares to for which this SAR has not been previously exercised for the exercise relates. The Participant agrees to pay to the Company the statutory withholding requirement arising in connection with the exercise of the SAR; and the Company shall have the right, without the Participant’s prior approval or direction, to satisfy such withholding tax by withholding all or any part of the Shares that would otherwise be transferred and delivered to the Participant, with any Shares so withheld to be valued at the Fair Market Value on the date of such withholding. Any Shares withheld to satisfy this obligation will not exceed the statutory withholding requirement. The Participant, with the consent of the Company, may satisfy such withholding tax Vesting Date (i) in cash or certified or cashier’s check payable to the order of the Company, or (ii) by having the Company withhold Shares that would otherwise become vested Shares, with any Shares so withheld to be valued at the Fair Market Value of the Share on the date of such withholding, or any combination thereof. b. Upon exercise of the SAR, the Participant will be entitled to the number of Shares equal to (i) the product of (x) and (y) where (x) equals the excess of the Fair Market Value of a Share on the date of exercise over the Gxxxx Xxxxx and (y) equals the number of Shares as specified in the notice of exercise, divided by (ii) the Fair Market Value of a Share on the date of exercise; provided, that any fractional Shares shall be settled in cash. c. The SAR may be exercised during the lifetime of the Participant only by the Participant, or, within the exercise period set forth table in Section 5(c2) (the “Vesting Date”) that is closest to the Vesting Start Date, then the maximum number of vested Granted Shares for which this Agreement after Participant’s death, by his transferees by will or SAR has not been previously exercised for the laws of descent or distributionnext sequential Vesting Date, and not otherwise, regardless of any community property interest therein of the spouse of the Participant, or such spouse’s successors in interest. If the spouse of the Participant shall have acquired a community property interest in the SAR, the Participant, or the Participant’s permitted successors in interest, may exercise the SAR on behalf of the spouse of the Participant or such spouse’s successors in interest, subject to the restrictions stated aboveso forth.

Exercise of SAR. a. Each exercise Subject to the terms and conditions of this Agreement and the Plan, the SAR shall may be by means of a exercised upon written notice of exercise delivered to the Company, specifying at its principal office, which is located at 0000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000. Such notice shall state the election to exercise the SAR and the number of SAR Shares with respect to which the exercise relates. The Participant agrees to pay to SAR is being exercised; shall be signed by the Company the statutory withholding requirement arising in connection with the exercise of person so exercising the SAR; and shall, if the Company shall have so requests, be accompanied by the right, without investment certificate referred to in Paragraph 11. In the Participant’s prior approval event the SAR is exercised by any person or direction, to satisfy such withholding tax by withholding all persons after the legal disability or any part death of the Shares that would otherwise Grantee, such notice shall be transferred and delivered to accompanied by appropriate proof of the Participant, with any Shares so withheld to be valued at the Fair Market Value on the date right of such withholdingperson or persons to exercise the SAR. Any Shares withheld to satisfy this obligation will not exceed the statutory withholding requirement. The Participant, with the consent of the Company, may satisfy such withholding tax (i) in cash or certified or cashier’s check payable to the order of the Company, or (ii) by having the Company withhold Shares that would otherwise become vested Shares, with any Shares so withheld to be valued at the Fair Market Value of the Share on the date As soon as practicable following receipt of such withholding, or any combination thereof. b. Upon notice of exercise of the SAR, the Participant will Grantee shall be entitled to the receive a number of Shares shares of Common Stock with a Fair Market Value on the exercise date equal to (i) the product of (x) and (y) where (x) equals the excess of the Fair Market Value of a Share share of Common Stock on the exercise date of exercise over the Gxxxx Xxxxx and (y) equals the number of Shares specified in the notice of exerciseBase Price, divided by times (ii) the Fair Market Value number of a Share on SAR Shares for which the date SAR is being exercised. Any fractional share of exercise; provided, that any fractional Shares Common Stock shall be settled paid in cash. c. The SAR may be exercised during . All shares that are issued upon the lifetime exercise of the Participant only SAR as provided herein shall be deemed to be fully paid and non-assessable by the ParticipantCompany. Upon the sale of Common Stock attributable to the appreciation of SAR Shares, or, within the exercise period set forth in Section 5(c) Company shall be entitled to any proceeds representing that portion of this Agreement after Participant’s death, by his transferees by will or the laws of descent or distribution, and not otherwise, regardless sales price which exceeds [[five] times the Base Price] [$ per share] (the “Excess”). The Grantee shall pay to the Company the amount of any community property interest therein Excess realized by the Grantee upon the sale of the spouse Common Stock issued upon exercise of the Participant, or such spouse’s successors in interestSAR within 20 business days after realization thereof. If Any Excess not timely paid shall bear interest at the spouse rate of the Participant shall have acquired a community property interest in the SAR, the Participant, or the Participant’s permitted successors in interest, may exercise the SAR on behalf of the spouse of the Participant or such spouse’s successors in interest, subject to the restrictions stated above10% per annum until paid.

Exercise of SAR. a. Each exercise of this This SAR shall be by means exercisable in the manner described below for one-third of the aggregate number of SARs on and after the first anniversary of the Grant Date and an additional one-third on and after each of the second and third anniversaries of the Grant Date; provided, however, a written notice SAR may be exercised only prior to its expiration date and, except as otherwise provided below, only while the Participant remains an Employee of exercise delivered the Company. This SAR shall not be exercisable in any event after the expiration of ten years from the Grant Date hereof. The SAR will terminate and cease to be exerciseable upon the Participant’s termination of employment with the Company, specifying the number of Shares to which the exercise relates. The Participant agrees to pay to the Company the statutory withholding requirement arising in connection with the exercise of the SAR; and the Company shall have the right, without except that: (a) If the Participant’s prior approval or directionemployment with the Company terminates by reason of Retirement, to satisfy such withholding tax by withholding all or the Participant may exercise this SAR at any part time during the period of the Shares that would otherwise be transferred and delivered to the Participant, with any Shares so withheld to be valued at the Fair Market Value on five years following the date of such withholding. Any Shares withheld termination, but only as to satisfy the number of SARs that the Participant was entitled to purchase hereunder as of the date his employment so terminates, plus such additional number of SARs, if any, that the Committee, in its sole discretion, determines to be exercisable as of such Retirement. (b) If the Participant dies within the five-year period following the date of the Participant’s termination of employment by reason of Retirement, the Participant’s estate, or the person who acquires this obligation will not exceed SAR by bequest or inheritance or otherwise by reason of the statutory withholding requirement. The death of the Participant, may exercise this SAR at any time during the period of two years following the date of the Participant’s death, but only as to the number of SARs the Participant was entitled to purchase hereunder as of the date the Participant’s employment terminated by reason of Retirement. (c) If the Participant’s employment with the consent Company terminates by reason of disability, the Company, Participant may satisfy such withholding tax (i) exercise this SAR in cash or certified or cashier’s check payable to full at any time during the order period of the Company, or (ii) by having the Company withhold Shares that would otherwise become vested Shares, with any Shares so withheld to be valued at the Fair Market Value of the Share on five years following the date of such withholdingtermination, or any combination thereof. b. Upon exercise of the SAR, the Participant will be entitled but only as to the number of Shares equal SARs that the Participant was entitled to (i) the product of (x) and (y) where (x) equals the excess purchase hereunder as of the Fair Market Value date his employment so terminates, plus such additional number of a Share on SARs, if any, that the Committee, in its sole discretion, determines to be exercisable as of such disability. (d) If the Participant dies while in the employ of the Company or within the five-year period following the date of exercise over the Gxxxx Xxxxx and (y) equals Participant’s termination of employment by reason of disability, the number of Shares specified in Participant’s estate, or the notice of exercise, divided person who acquires this SAR by (ii) the Fair Market Value of a Share on the date of exercise; provided, that any fractional Shares shall be settled in cash. c. The SAR may be exercised during the lifetime bequest or inheritance or by reason of the Participant only by the Participant, or, within the exercise period set forth in Section 5(c) of this Agreement after Participant’s death, by his transferees by will or the laws of descent or distribution, and not otherwise, regardless of any community property interest therein of the spouse death of the Participant, or such spouse’s successors may exercise this SAR in interest. If full at any time during the spouse period of two years following the Participant shall have acquired a community property interest in the SAR, the Participant, or date of the Participant’s permitted successors in interestdeath. (e) If the Participant’s employment with the Company terminates other than by reason of Retirement, may exercise disability, or death, this SAR (to the SAR on behalf extent vested as of the spouse date of termination and not exercised prior thereto) shall terminate upon the Participant or such spouseexpiration of 90 days following the date the Participant’s successors in interest, subject to the restrictions stated aboveemployment so terminates.

Exercise of SAR. a. Each exercise Subject to the terms and conditions of this Agreement and the Plan, the SAR shall may be by means of a exercised upon written notice of exercise delivered to the Company, specifying at its principal office, which is located at 0000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000. Such notice shall state the election to exercise the SAR and the number of SAR Shares with respect to which the exercise relates. The Participant agrees to pay to SAR is being exercised; shall be signed by the Company the statutory withholding requirement arising in connection with the exercise of person so exercising the SAR; and shall, if the Company shall have so requests, be accompanied by the right, without investment certificate referred to in Paragraph 11. In the Participant’s prior approval event the SAR is exercised by any person or direction, to satisfy such withholding tax by withholding all persons after the legal disability or any part death of the Shares that would otherwise Grantee, such notice shall be transferred and delivered to accompanied by appropriate proof of the Participant, with any Shares so withheld to be valued at the Fair Market Value on the date right of such withholdingperson or persons to exercise the SAR. Any Shares withheld to satisfy this obligation will not exceed the statutory withholding requirement. The Participant, with the consent of the Company, may satisfy such withholding tax (i) in cash or certified or cashier’s check payable to the order of the Company, or (ii) by having the Company withhold Shares that would otherwise become vested Shares, with any Shares so withheld to be valued at the Fair Market Value of the Share on the date As soon as practicable following receipt of such withholding, or any combination thereof. b. Upon notice of exercise of the SAR, the Participant will Grantee shall be entitled to the receive a number of Shares shares of Common Stock equal to (i) the product of (x) and (y) where (x) equals the excess of the Fair Market Value of a Share share of Common Stock on the exercise date of exercise over the Gxxxx Xxxxx and Base Price, times (yii) equals the number of SAR Shares specified for which the SAR is being exercised. Any fractional share of Common Stock shall be paid in cash. All shares that are issued upon the notice exercise of exercisethe SAR as provided herein shall be deemed to be fully paid and non-assessable by the Company. Upon the sale of Common Stock attributable to the appreciation of SAR Shares, divided by the Company shall be entitled to any proceeds representing that portion of the sales price which exceeds 500% of the Fair Market Value at the Grant Date (ii) the “Excess”). For example, if the Fair Market Value of a Share share of Common Stock on the date Grant Date is $30.00, any proceeds above $150.00 shall accrue to the Company and not to the Grantee. The Grantee shall pay to the Company the amount of exercise; provided, that any fractional Shares shall be settled in cash. c. The SAR may be exercised during Excess realized by the lifetime Grantee upon the sale of the Participant only by the Participant, or, within the Common Stock issued upon exercise period set forth in Section 5(c) of this Agreement after Participant’s death, by his transferees by will or the laws of descent or distribution, and not otherwise, regardless of any community property interest therein of the spouse SAR within 20 business days after realization thereof. Any Excess not timely paid shall bear interest at the rate of the Participant, or such spouse’s successors in interest. If the spouse of the Participant shall have acquired a community property interest in the SAR, the Participant, or the Participant’s permitted successors in interest, may exercise the SAR on behalf of the spouse of the Participant or such spouse’s successors in interest, subject to the restrictions stated above10% per annum until paid.