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:

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 (i) the lesser of:Fair Market Value of the Common Stock as of the date of such exercise, minus (ii) the Exercise Price set forth in the Notice of Grant. The Company’s obligation arising upon the exercise of this Stock Appreciation Right shall be paid 100% in stock, net of any amounts required to satisfy the Company’s withholding obligations. Stock 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. 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 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: