Common use of Exercise of Stock Appreciation Right Clause in Contracts

Exercise of Stock Appreciation Right. Each election to exercise this Stock Appreciation Right shall be in writing, signed by the Participant and received by the Company at its principal office, accompanied by this agreement and shall state the election to exercise the Stock Appreciation Right and the number of Shares in respect of which the Stock Appreciation Right is being exercised (the “Exercised Shares”). This Stock Appreciation Right shall be deemed to be exercised upon receipt by the Company of such fully executed notice. Notwithstanding the foregoing, the Company may in its sole discretion establish alternative means for Participant to exercise Stock Appreciation Rights, including electronic forms using electronic signatures and interactive voice response systems using PIN numbers, in a manner directed by the Company, and this Stock Appreciation Right shall be deemed to be exercised upon fulfillment of such alternative means. This Stock Appreciation Right shall be exercisable for ninety (90) days after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death, Disability or Retirement. If Participant ceases to be a Service Provider due to Participant’s death, Disability, this Stock Appreciation Right shall be exercisable for one (1) year after Participant ceases to be Service Provider. If Participant ceases to be a Service Provider due to Participant’s Retirement, this Stock Appreciation Right shall be exercisable until the Expiration Date . Notwithstanding the foregoing, in no event may this Stock Appreciation Right be exercised after the Expiration. Upon exercising the Stock Appreciation Right, the Participant shall receive from the Company, for each Share exercised, an amount equal to the lesser of: (i) the Fair Market Value of the Common Stock as of the date of such exercise, minus the Exercise Price; and (ii) Four times the Exercise Price. Until Shares are issued in respect of the exercise of this Stock Appreciation Right in accordance with Plan Section 7, the Participant shall not have any of the rights or privileges of a stockholder of the Company in respect of any of the Shares covered by this Stock Appreciation Right. The Company’s obligation arising upon the exercise of this Stock Appreciation Right shall be paid 100% in Shares. Shares withheld to satisfy withholding obligations shall also be valued at its Fair Market Value on the date of exercise. Any fractional Share due to a Participant upon exercise shall be rounded down to the nearest whole Share.

Exercise of Stock Appreciation Right. Each election to exercise this This Stock Appreciation Right is exercisable by delivery of an exercise notice, in the form attached as Exhibit A or such other form as the Administrator shall be in writingdesignate (the “Exercise Notice”), signed by the Participant and received by the Company at its principal office, accompanied by this agreement and which shall state the election to exercise the Stock Appreciation Right and the number of Shares in respect of which the Stock Appreciation Right is being exercised (the “Exercised Shares”). The Exercise Notice shall be signed by the Participant and shall be delivered in person, by certified mail or electronically to the Stock Plan Administrator of the Company. This Stock Appreciation Right shall be deemed to be exercised upon receipt by the Company of such fully executed notice. Notwithstanding the foregoing, the Company may in its sole discretion establish alternative means for Participant to exercise Stock Appreciation Rights, including electronic forms using electronic signatures and interactive voice response systems using PIN numbers, in a manner directed by the Company, and this Stock Appreciation Right shall be deemed to be exercised upon fulfillment of such alternative means. This Stock Appreciation Right shall be exercisable for ninety (90) days after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death, Disability or Retirement. If Participant ceases to be a Service Provider due to Participant’s death, Disability, this Stock Appreciation Right shall be exercisable for one (1) year after Participant ceases to be Service Provider. If Participant ceases to be a Service Provider due to Participant’s Retirement, this Stock Appreciation Right shall be exercisable until the Expiration Date . Notwithstanding the foregoing, in no event may this Stock Appreciation Right be exercised after the ExpirationExercise Notice. Upon exercising the Stock Appreciation Right, the Participant shall receive from the Company, for each Share exercised, an amount (payable in whole Shares) equal to the lesser of: (i) the Fair Market Value of the Common Stock as of the date of such exercise, minus the Exercise Price; and (ii) Four times the Exercise Price. Until Shares are issued Price set forth in respect the Notice of the exercise of this Stock Appreciation Right in accordance with Plan Section 7, the Participant shall not have any of the rights or privileges of a stockholder of the Company in respect of any of the Shares covered by this Stock Appreciation RightGrant. The Company’s obligation arising upon the exercise of this Stock Appreciation Right shall be paid 100% in Sharesstock, net of any amounts required to satisfy the Company’s withholding obligations. Shares Stock withheld to satisfy withholding obligations shall also be valued at its Fair Market Value on the date of exercise. Any fractional Share share due to a Participant upon exercise shall be rounded down to the nearest whole Shareshare. Participant agrees to pay the Company and/or authorizes the Company and/or a Parent or Subsidiary to withhold all applicable withholding taxes from the Participant’s wages if the Company in its discretion determines that such method of withholding is appropriate in lieu of or in addition to the withholding of stock pursuant to this paragraph 2. Participant acknowledges that he or she may not exercise this Stock Appreciation Right unless the tax withholding obligations of the Company and/or any Parent or Subsidiary are satisfied.

Exercise of Stock Appreciation Right. Each election This Stock Appreciation Right shall be exercisable with respect to _______ percent (___%) of such shares with respect to which it is granted after the expiration of one (1) year following the Date of Grant, and shall be exercisable as to an additional _______ percent (___%) of such shares after the expiration of each of these succeeding _______ (___) years, on a cumulative basis, so that such right, or any unexercised portion thereof, shall be fully exercisable after a period of ______ (___) years following the Date of Grant, provided that any portion of the Stock Appreciation Right that remains unexercisable shall become exercisable in the event of a Change in Control, as defined and subject to the conditions set forth in the Plan. Except as provided in subsection (e) of this section, the Participant may not exercise this Stock Appreciation Right or any part thereof unless at the time of such exercise the Participant shall be in writing, signed employed by the Participant Corporation or a subsidiary, and received shall have been so employed continuously since the Date of Grant, except in leaves of absence approved by the Company at its principal officeCommittee, accompanied by as defined in the Plan; provided, however, that the Participant may exercise this agreement and shall state the election to exercise the Stock Appreciation Right and to the number extent exercisable on the date of Shares in respect termination of which such continuous employment during the three (3) months following such termination unless this Stock Appreciation Right is being exercised (the “Exercised Shares”)shall have already expired by its terms. This Stock Appreciation Right shall be deemed exercised in the manner set forth in Section 4 of this Agreement by serving written notice of exercise on the Corporation. Any obligation of the Corporation to be exercised upon receipt by pay the Company of such fully executed notice. Notwithstanding the foregoing, the Company may in its sole discretion establish alternative means for Participant cash award as to exercise Stock Appreciation Rights, including electronic forms using electronic signatures and interactive voice response systems using PIN numbers, in a manner directed by the Company, and which this Stock Appreciation Right is being exercised shall be deemed conditioned upon the Corporation's ability at nominal expense to be exercised upon fulfillment make such award in compliance with all applicable statutes, rules or regulations of such alternative meansany governmental authority. This Stock Appreciation Right shall be exercisable for ninety (90) days after The Corporation may secure from the Participant ceases to be a Service Provider, unless such termination is due to Participant’s death, Disability any assurances or Retirement. If Participant ceases to be a Service Provider due to Participant’s death, Disability, this Stock Appreciation Right shall be exercisable for one (1) year after Participant ceases to be Service Provider. If Participant ceases to be a Service Provider due to Participant’s Retirement, this Stock Appreciation Right shall be exercisable until agreements which the Expiration Date . Notwithstanding the foregoingCommittee, in no event may this Stock Appreciation Right be exercised after the Expiration. Upon exercising the Stock Appreciation Rightits sole discretion, the Participant shall receive from the Companydeem necessary or advisable in order to comply with any such statutes, for each Share exercised, an amount equal to the lesser of: (i) the Fair Market Value of the Common Stock as of the date of such exercise, minus the Exercise Price; and (ii) Four times the Exercise Price. Until Shares are issued in respect of the exercise of this Stock Appreciation Right in accordance with Plan Section 7, the Participant shall not have any of the rights rules or privileges of a stockholder of the Company in respect of any of the Shares covered by this Stock Appreciation Right. The Company’s obligation arising upon the exercise of this Stock Appreciation Right shall be paid 100% in Shares. Shares withheld to satisfy withholding obligations shall also be valued at its Fair Market Value on the date of exercise. Any fractional Share due to a Participant upon exercise shall be rounded down to the nearest whole Shareregulations.

Exercise of Stock Appreciation Right. Each election to exercise this Stock Appreciation Right shall be in writing, signed by the Participant and received by the Company at its principal office, accompanied by this agreement and shall state the election to exercise the Stock Appreciation Right and the number of Shares in respect of which the Stock Appreciation Right is being exercised (the “Exercised Shares”). This Stock Appreciation Right shall be deemed to be exercised upon receipt by the Company of such fully executed notice. Notwithstanding the foregoing, the Company may in its sole discretion establish alternative means for Participant to exercise Stock Appreciation Rights, including electronic forms using electronic signatures and interactive voice response systems using PIN numbers, in a manner directed by the Company, and this Stock Appreciation Right shall be deemed to be exercised upon fulfillment of such alternative means. This Stock Appreciation Right shall be exercisable for ninety (90) days after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death, Disability or Retirement. If Participant ceases to be a Service Provider due to Participant’s death, Disability, this Stock Appreciation Right shall be exercisable for one (1) year after Participant ceases to be Service Provider. If Participant ceases to be a Service Provider due to Participant’s Retirement, this Stock Appreciation Right shall be exercisable until the Expiration Date Date. Notwithstanding the foregoing, in no event may this Stock Appreciation Right be exercised after the Expiration. Upon exercising the Stock Appreciation Right, the Participant shall receive from the Company, for each Share exercised, an amount equal to the lesser of: (i) the Fair Market Value of the Common Stock as of the date of such exercise, minus the Exercise Price; and (ii) Four four times the Exercise Price. Until Shares are issued in respect of the exercise of this Stock Appreciation Right in accordance with Plan Section 7, the Participant shall not have any of the rights or privileges of a stockholder of the Company in respect of any of the Shares covered by this Stock Appreciation Right. The Company’s obligation arising upon the exercise of this Stock Appreciation Right shall be paid 100% in Shares. Shares withheld to satisfy withholding obligations shall also be valued at its Fair Market Value on the date of exercise. Any fractional Share due to a Participant upon exercise shall be rounded down to the nearest whole Share.

Exercise of Stock Appreciation Right. Each election to exercise this Stock Appreciation Right shall be in writing, signed by the Participant and received by the Company at its principal office, accompanied by this agreement and shall state the election to exercise the Stock Appreciation Right and the number of Shares in respect of which the Stock Appreciation Right is being exercised (the “Exercised Shares”). This Stock Appreciation Right shall be deemed to be exercised upon receipt by the Company of such fully executed notice. Notwithstanding the foregoing, the Company may in its sole discretion establish alternative means for Participant to exercise Stock Appreciation Rights, including electronic forms using electronic signatures and interactive voice response systems using PIN numbers, in a manner directed by the Company, and this Stock Appreciation Right shall be deemed to be exercised upon fulfillment of such alternative means. This Stock Appreciation Right shall be exercisable for ninety (90) days after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death, Disability or Retirement. If Participant ceases to be a Service Provider due to Participant’s death, Disability, this Stock Appreciation Right shall be exercisable for one (1) year after Participant ceases to be Service Provider. If Participant ceases to be a Service Provider due to Participant’s Retirement, this Stock Appreciation Right shall be exercisable until the Expiration Date . Notwithstanding the foregoing, in no event may this Stock Appreciation Right be exercised after the Expiration. Upon exercising the Stock Appreciation Right, the Participant shall receive from the Company, for each Share exercised, an amount equal to the lesser of: (i) the Fair Market Value of the Common Stock as of the date of such exercise, minus the Exercise Price; and (ii) Four times the Exercise Price. Until Shares are issued in respect of the exercise of this Stock Appreciation Right in accordance with Plan Section 7, the Participant shall not have any of the rights or privileges of a stockholder of the Company in respect of any of the Shares covered by this Stock Appreciation Right. The Company’s obligation arising upon the exercise of this Stock Appreciation Right shall be paid 100% in Shareswriting (substantially in the form of Exhibit A hereto), signed by the Grantee, and received by the Company in its principal office. The Grantee may exercise this Stock Appreciation Right with respect to less than the total number of Shares withheld covered hereby; provided that no partial exercise of this Stock Appreciation Right may be with respect to satisfy withholding obligations any fractional Share. Upon exercise of this Stock Appreciation Right, the Grantee shall also receive from the Company [a payment of cash in an amount equal to the product of (a) the difference between the Fair Market Value on the date of exercise over the exercise price of this Stock Appreciation Right, times (b) the number of Shares with respect to which this Stock Appreciation Right is exercised] [certificate(s) issued in the Grantee's name (or, if requested by the Grantee, such shares shall be valued at its issued to the Grantee by electronic transfer to the Grantee's broker) for the number of whole shares of Common Stock equal to the amount determined by dividing (a) the product of (i) the difference between the Fair Market Value on the date of exercise over the exercise price of this Stock Appreciation Right, times (ii) the number of Shares with respect to which this Stock Appreciation Right is exercised, by (b) the Fair Market Value on the date of exercise (and a payment of cash in lieu of any fractional Shares based on the Fair Market Value on the date of exercise)]. Any fractional Share due to a Participant upon exercise If delivery is by mail, such delivery shall be rounded down deemed effected when deposited in the United States mail, addressed to the nearest whole ShareGrantee.