Common use of LIMITED STOCK APPRECIATION RIGHT Clause in Contracts

LIMITED STOCK APPRECIATION RIGHT. Optionee is hereby granted a limited stock appreciation right, exercisable upon the terms and conditions set forth below: A. The stock appreciation right shall under no circumstances become exercisable until this option has been outstanding for a period of at least six (6) months measured from the Grant Date of this option. B. Provided (i) the Optionee is at the time an officer or director of the Company subject to the short-swing profit restrictions of the Federal securities laws and (ii) one or more classes of the Company's equity securities are at such time registered under Section 12(g) of the Securities Exchange Act of 1934 (as amended), then this option (if outstanding at such time) shall automatically be cancelled upon the effective date of a Hostile Take-Over, and the Optionee shall, in exchange, receive a cash distribution from the Company. Such distribution shall be in an amount equal to the excess of (i) the Take-Over Price of the shares of Common Stock at the time subject to this option (whether or not the option is at the time otherwise exercisable for such shares) over (ii) the aggregate Option Price payable for such shares. The cash distribution shall be made to the Optionee within five (5) days following the effective date of the Hostile Take-Over, and neither the approval of the Plan Administrator nor the consent of the Company's Board of Directors shall be required in connection with such cancellation and distribution. For purposes of such distribution, the following definitional provisions shall be in effect: - A Hostile Take-Over shall be deemed to occur in the event (i) any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) acquires ownership of securities possessing more than forty percent (40%) of the total combined voting power of the Company's outstanding securities pursuant to a tender or exchange offer which the Board does not recommend the Company's shareholders to accept and (ii) more than fifty percent (50%) of the securities so acquired in such tender or exchange offer are accepted from holders other than officers and directors of the Company who participate in this Plan. - The Take-Over Price per share shall be deemed to be equal to the greater of (a) the Fair Market Value per share of Common Stock on the date of the Hostile Take-Over or (b) the highest reported price per share paid in effecting the Hostile Take-Over. However, if the cancelled option is an Incentive Stock Option as specified in the Grant Notice, then the Take-Over Price of the shares subject to the cancelled option shall not exceed the value per share determined under clause (a) above.

LIMITED STOCK APPRECIATION RIGHT. Optionee is hereby granted a limited stock appreciation right, right exercisable upon the following terms and conditions set forth below: A. The stock appreciation conditions: - Optionee shall have the unconditional right shall under no circumstances become (exercisable until this option has been outstanding for a at any time during the thirty (30)-day period of at least six (6) months measured from the Grant Date of this option. B. Provided (i) the Optionee is at the time an officer or director of the Company subject to the short-swing profit restrictions of the Federal securities laws and (ii) one or more classes of the Company's equity securities are at such time registered under Section 12(g) of the Securities Exchange Act of 1934 (as amended), then this option (if outstanding at such time) shall automatically be cancelled upon the effective date of immediately following a Hostile Take-Over) to surrender the Option to the Corporation, and to the extent the Option is at the time exercisable for vested shares of Common Stock. In return for the surrendered Option, Optionee shall, in exchange, shall receive a cash distribution from the Company. Such distribution shall be Corporation in an amount equal to the excess of (iA) the Take-Over Price of the shares of Common Stock which are at the time subject to this option vested under the surrendered Option (whether or not the option is at the time otherwise exercisable for such sharessurrendered portion) over (iiB) the aggregate Option Exercise Price payable for such shares. - To exercise this limited stock appreciation right, Optionee must, during the applicable thirty (30)-day exercise period, provide the Corporation with written notice of the option surrender in which there is specified the number of Option Shares as to which the Option is being surrendered. Such notice must be accompanied by the return of Optionee's copy of the Option Agreement, together with any written amendments to such Agreement. The cash distribution shall be made paid to the Optionee within five (5) business days following the effective date of the Hostile Take-Oversuch delivery date, and neither the approval of the Plan Administrator nor the consent of the Company's Board of Directors shall be required in connection with such cancellation option surrender and cash distribution. For purposes Upon receipt of such cash distribution, the following definitional provisions Option shall be cancelled with respect to the Option Shares for which the Option has been surrendered, and Optionee shall cease to have any further right to acquire those Option Shares under the Option Agreement. The Option shall, however, remain outstanding and exercisable for the balance of the Option Shares (if any) in effect: - A Hostile Take-Over accordance with the terms of the Option Agreement, and the Corporation shall be deemed to occur issue a new stock option agreement (substantially in the event (i) any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) acquires ownership of securities possessing more than forty percent (40%) same form of the total combined voting power of the Company's outstanding securities pursuant to a tender or exchange offer which the Board does not recommend the Company's shareholders to accept and (iisurrendered Option Agreement) more than fifty percent (50%) of the securities so acquired in such tender or exchange offer are accepted from holders other than officers and directors of the Company who participate in this Planfor those remaining Option Shares. - The Take-Over Price per share shall In no event may this limited stock appreciation right be deemed to be equal to the greater of (a) exercised when there is not a positive spread between the Fair Market Value per share of Common Stock on the date of the Hostile Take-Over Option Shares and the 2 aggregate Exercise Price payable for such shares. This limited stock appreciation right shall in all events terminate upon the expiration or (b) the highest reported price per share paid in effecting the Hostile Take-Over. However, if the cancelled option is an Incentive Stock Option as specified in the Grant Notice, then the Take-Over Price sooner termination of the shares subject to the cancelled option shall term and may not exceed the value per share determined under clause (a) abovebe assigned or transferred by Optionee.

LIMITED STOCK APPRECIATION RIGHT. Optionee is hereby granted a limited stock appreciation right, right exercisable upon the following terms and conditions set forth below: A. The stock appreciation conditions: - Optionee shall have the unconditional right shall under no circumstances become (exercisable until this option has been outstanding for a at any time during the thirty (30)-day period of at least six (6) months measured from the Grant Date of this option. B. Provided (i) the Optionee is at the time an officer or director of the Company subject to the short-swing profit restrictions of the Federal securities laws and (ii) one or more classes of the Company's equity securities are at such time registered under Section 12(g) of the Securities Exchange Act of 1934 (as amended), then this option (if outstanding at such time) shall automatically be cancelled upon the effective date of immediately following a Hostile Take-Over) to surrender the Option to the Corporation, and to the extent the Option is at the time exercisable for vested shares of Common Stock. In return for the surrendered Option, Optionee shall, in exchange, shall receive a cash distribution from the Company. Such distribution shall be Corporation in an amount equal to the excess of (iA) the Take-Over Price of the shares of Common Stock which are at the time subject to this option vested under the surrendered Option (whether or not the option is at the time otherwise exercisable for such sharessurrendered portion) over (iiB) the aggregate Option Exercise Price payable for such shares. - To exercise this limited stock appreciation right, Optionee must, during the applicable thirty (30)-day exercise period, provide the Corporation with written notice of the option surrender in which there is specified the number of Option Shares as to which the Option is being surrendered. Such notice must be accompanied by the return of Optionee's copy of the Option Agreement, together with any written amendments to such Agreement. The cash distribution shall be made paid to the Optionee within five (5) business days following the effective date of the Hostile Take-Oversuch delivery date, and neither the approval of the Plan Administrator nor the consent of the Company's Board of Directors shall be required in connection with such cancellation option surrender and cash distribution. For purposes Upon receipt of such cash distribution, the following definitional provisions Option shall be cancelled with respect to the Option Shares for which the Option has been surrendered, and Optionee shall cease to have any further right to acquire those Option Shares under the Option Agreement. The Option shall, however, remain outstanding and exercisable for the balance of the Option Shares (if any) in effect: - A Hostile Take-Over accordance with the terms of the Option Agreement, and the Corporation shall be deemed to occur issue a new stock option agreement (substantially in the event (i) any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) acquires ownership of securities possessing more than forty percent (40%) same form of the total combined voting power of the Company's outstanding securities pursuant to surrendered Option Agreement) for those remaining Option Shares. 2 - In no event may this limited stock appreciation right be exercised when there is not a tender or exchange offer which the Board does not recommend the Company's shareholders to accept and (ii) more than fifty percent (50%) of the securities so acquired in such tender or exchange offer are accepted from holders other than officers and directors of the Company who participate in this Plan. - The Take-Over Price per share shall be deemed to be equal to the greater of (a) positive spread between the Fair Market Value per share of Common Stock on the date of the Hostile Take-Over Option Shares and the aggregate Exercise Price payable for such shares. This limited stock appreciation right shall in all events terminate upon the expiration or (b) the highest reported price per share paid in effecting the Hostile Take-Over. However, if the cancelled option is an Incentive Stock Option as specified in the Grant Notice, then the Take-Over Price sooner termination of the shares subject to the cancelled option shall term and may not exceed the value per share determined under clause (a) abovebe assigned or transferred by Optionee.

LIMITED STOCK APPRECIATION RIGHT. Optionee is hereby granted A. Upon the occurrence of a limited stock appreciation rightChange in Control Event of the type specified in clause (A) of subparagraph (iii) of Paragraph 7A of this Agreement, exercisable upon this option, to the terms and conditions set forth below: A. The stock appreciation right shall under no circumstances become exercisable until this option extent it has been outstanding for a period of at least six (6) months measured from the Grant Date Date, shall automatically be canceled and the Optionee shall in return receive an appreciation distribution from the Company in an amount equal to the excess of this option. B. Provided (i) the Optionee is Change in Control Price of the number of Option Shares at the time an officer subject to the canceled option, whether or director not the option is otherwise exercisable for those shares, over (ii) the aggregate Exercise Price payable for such shares. In no event, however, shall this option be canceled pursuant to the provisions of this Paragraph 11, unless more than fifty percent (50%) of the Common Stock which is acquired in such hostile Change in Control is purchased from persons other than officers or directors of the Company subject to the short-swing profit restrictions of the Federal securities laws and (ii) one or more classes of the Company's equity securities are at such time registered under Section 12(g) of the Securities Exchange Act of 1934 (as amended), then this option (if outstanding at such time) shall automatically be cancelled upon the effective date of a Hostile Take-Over, and the Optionee shall, in exchange, receive a cash distribution from the Company. Such distribution shall be in an amount equal to the excess of (i) the Take-Over Price of the shares of Common Stock at the time subject to this option (whether or not the option is at the time otherwise exercisable for such shares) over (ii) the aggregate Option Price payable for such shares. The cash distribution shall be made to the Optionee within five (5) days following the effective date of the Hostile Take-Over, and neither the approval of the Plan Administrator nor the consent of the Company's Board of Directors shall be required in connection with such cancellation and distribution. laws. B. For purposes of such distributionsubparagraph A. above, the following definitional provisions shall be Change in effect: - A Hostile Take-Over shall be deemed to occur in the event (i) any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) acquires ownership of securities possessing more than forty percent (40%) of the total combined voting power of the Company's outstanding securities pursuant to a tender or exchange offer which the Board does not recommend the Company's shareholders to accept and (ii) more than fifty percent (50%) of the securities so acquired in such tender or exchange offer are accepted from holders other than officers and directors of the Company who participate in this Plan. - The Take-Over Control Price per share of the Option Shares subject to the cancelled option shall be deemed to be equal to the greater of (a) the Fair Market Value per share of Common Stock on the date of ------- the Hostile Take-Over option cancellation or (b) the highest reported price per share paid by the tender offeror in effecting the Hostile Take-Over. However, if hostile Change in Control. C. The appreciation distribution to which the cancelled option is an Incentive Stock Option as specified in the Grant Notice, then the Take-Over Price Optionee shall become entitled upon cancellation of the option in accordance herewith shall be made entirely in cash, and neither the approval of the Plan Administrator nor the approval of the Board shall be required in connection with the option cancellation or the payment of the appreciation distribution. D. This limited stock appreciation right shall in all events terminate upon the expiration or sooner termination of the option term and may not be assigned or transferred by the Optionee. E. Upon the cancellation of this option and payment of the appreciation distribution, Optionee shall have no further rights to acquire shares subject of Common Stock pursuant to the cancelled option shall not exceed the value per share determined under clause (a) abovethis option.

LIMITED STOCK APPRECIATION RIGHT. Optionee is hereby granted a limited stock appreciation right, right exercisable upon the following terms and conditions set forth below: A. The stock appreciation conditions: - Optionee shall have the unconditional right shall under no circumstances become (exercisable until this option has been outstanding for a at any time during the thirty (30)-day period of at least six (6) months measured from the Grant Date of this option. B. Provided (i) the Optionee is at the time an officer or director of the Company subject to the short-swing profit restrictions of the Federal securities laws and (ii) one or more classes of the Company's equity securities are at such time registered under Section 12(g) of the Securities Exchange Act of 1934 (as amended), then this option (if outstanding at such time) shall automatically be cancelled upon the effective date of immediately following a Hostile Take-Over) to surrender the Option to the Corporation, and to the extent the Option is at the time exercisable for vested shares of Common Stock. In return for the surrendered Option, Optionee shall, in exchange, shall receive a cash distribution from the Company. Such distribution shall be Corporation in an amount equal to the excess of (iA) the Take-Over Price of the shares of Common Stock which are at the time subject to this option vested under the surrendered Option (whether or not the option is at the time otherwise exercisable for such sharessurrendered portion) over (iiB) the aggregate Option Exercise Price payable for such shares. - To exercise this limited stock appreciation right, Optionee must, during the applicable thirty (30)-day exercise period, provide the Corporation with written notice of the option surrender in which there is specified the number of Option Shares as to which the Option is being surrendered. Such notice must be accompanied by the return of Optionee's copy of the Option Agreement, together with any written amendments to such Agreement. The cash distribution shall be made paid to the Optionee within five (5) days following the effective date such delivery date. The exercise of the Hostile Take-Over, and neither limited stock appreciation right in accordance with the terms of this Addendum is hereby approved by the Plan Administrator in advance of such exercise. No further approval of the Plan Administrator nor the consent of the Company's Board of Directors shall be required in connection with such cancellation at the time of the actual option surrender and cash distribution. For purposes Upon receipt of such cash distribution, the following definitional provisions Option shall be cancelled with respect to the Option Shares for which the Option has been surrendered, and Optionee shall cease to have any further right to acquire those Option Shares under the Option Agreement. The Option shall, however, remain outstanding and exercisable for the balance of the Option Shares (if any) in effect: - A Hostile Take-Over accordance with the terms of the Option Agreement, and the Corporation shall be deemed to occur issue a new stock option agreement (substantially in the event (i) any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) acquires ownership of securities possessing more than forty percent (40%) same form of the total combined voting power of the Company's outstanding securities pursuant to a tender or exchange offer which the Board does not recommend the Company's shareholders to accept and (iisurrendered Option Agreement) more than fifty percent (50%) of the securities so acquired in such tender or exchange offer are accepted from holders other than officers and directors of the Company who participate in this Planfor those remaining Option Shares. - The Take-Over Price per share shall In no event may this limited stock appreciation right be deemed to be equal to the greater of (a) exercised when there is not a positive spread between the Fair Market Value per share of Common Stock on the date of the Hostile Take-Over Option Shares and the aggregate Exercise Price payable for such shares. This limited stock appreciation right shall in all events terminate upon the expiration or (b) the highest reported price per share paid in effecting the Hostile Take-Over. However, if the cancelled option is an Incentive Stock Option as specified in the Grant Notice, then the Take-Over Price sooner termination of the shares subject to the cancelled option shall term and may not exceed the value per share determined under clause (a) abovebe assigned or transferred by Optionee.

LIMITED STOCK APPRECIATION RIGHT. Optionee is hereby granted a limited stock appreciation right, exercisable upon the terms and conditions set forth below: A. In the event there should occur a Change in Control (within the meaning of Paragraph 7C), Optionee shall have the right to surrender this option upon the following terms and conditions: (i) The stock appreciation right shall under no circumstances not become exercisable in whole or in part until this option has been outstanding for a period of at least a six (6) months 6)-month period measured from the Grant Date of this optionDate. B. Provided (i) the Optionee is at the time an officer or director of the Company subject to the short-swing profit restrictions of the Federal securities laws and (ii) one or more classes Provided such six (6)-month requirement is satisfied, Optionee shall have the right, exercisable for a period of thirty (30) days following the Company's equity securities are at such time registered under Section 12(g) of the Securities Exchange Act of 1934 (as amended)Change in Control, then to surrender this option (if outstanding at such the time) shall automatically be cancelled upon the effective date of a Hostile Take-Over, and the Optionee shall, in exchange, receive exchange for a cash distribution from the Company. Such distribution shall be Company equal in an amount equal to the excess of (ia) the Take-Over Change in Control Price (at date of surrender) of the shares number of Common Stock at the time Optioned Shares subject to this the surrendered option (whether or not the option is at the time otherwise exercisable for such shares) over (iib) the aggregate Option Price option price payable for such shares. The cash distribution shall be made to the Optionee within five . (5iii) days following the effective date of the Hostile Take-Over, and neither the approval of the Plan Administrator nor the consent of the Company's Board of Directors shall be required in connection with such cancellation and distribution. For purposes of such distribution, the following definitional provisions shall be in effect: - A Hostile Take-Over shall be deemed to occur in the event (i) any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) acquires ownership of securities possessing more than forty percent (40%) of the total combined voting power of the Company's outstanding securities pursuant to a tender or exchange offer which the Board does not recommend the Company's shareholders to accept and subparagraph (ii) more than fifty percent (50%) of above, the securities so acquired Change in such tender or exchange offer are accepted from holders other than officers and directors of the Company who participate in this Plan. - The Take-Over Control Price per share of the Optioned Shares subject to the surrendered option shall be deemed to be equal to the greater of (a) the Fair Market Value per share of Common Stock on the date of the Hostile Take-Over or surrender or, if applicable, (b) the highest reported price per share paid in effecting the Hostile Take-Over. HoweverChange in Control. (iv) The stock appreciation right may be exercised by the Optionee upon written notice to the Company, if accompanied by the cancelled option is an Incentive Stock Option as specified in return of this Agreement and all other instruments evidencing the Grant Notice, then the Take-Over Price surrendered option, (v) The appreciation distribution to which such individual shall become entitled upon exercise of the stock appreciation right in accordance herewith shall be made entirely in cash, and no approval of the Plan Administrator shall be required in connection with the exercise of such right or the payment of the appreciation distribution. (vi) In no event may this limited stock appreciation right be exercised when there is not a positive spread between the Change in Control Price and the aggregate option price payable for such shares. This limited stock appreciation right shall in all events terminate upon the expiration or sooner termination of the option term and may not be assigned or transferred by the Optionee. B. Upon the exercise of the stock appreciation right, Optionee shall have no further rights to acquire shares subject to of Common Stock under the cancelled option shall not exceed the value per share determined under clause (a) abovesurrendered option.]

LIMITED STOCK APPRECIATION RIGHT. An Optionee who is an officer or director of the Corporation is hereby granted a limited stock appreciation rightright in tandem with this option, exercisable upon the terms and conditions set forth below: A. (a) The stock appreciation right shall under no circumstances become exercisable until this option such right has been outstanding for a period of at least six (6) months measured from the Grant Date of this option. B. (b) Provided (i) the Optionee is at the time an officer or director of the Company Corporation subject to the short-swing profit restrictions of the Federal securities laws and (ii) one or more classes of the CompanyCorporation's equity securities are outstanding Common Stock is at such the time registered under Section 12(g) of the Securities Exchange Act of 1934 (as amendedthe "1934 Act"), then this option (if outstanding at such time) shall automatically be cancelled canceled upon the effective date of a Hostile Take-Over, and the . Optionee shall, shall in exchange, receive return be entitled to a cash distribution from the Company. Such distribution shall be Corporation in an amount equal to the excess of (i) the Take-Over Price of the shares of Common Stock at the time subject to this the canceled option (whether or not the option is otherwise at the time otherwise exercisable for such shares) over (ii) the aggregate Option Price payable for such shares. The cash distribution shall be made to the Optionee within five (5) days following the effective date of the Hostile Take-Over, and neither the approval of the Plan Administrator Committee nor the consent of the CompanyCorporation's Board of Directors shall be required in connection with such cancellation and distribution. . (c) For purposes of such distribution, the following definitional provisions definitions shall be in effect: - : (i) A Hostile Take-Over shall be deemed to occur in the event (ia) any person or related group of persons (other than the Company Corporation or a person that directly or indirectly controls, is controlled by, or is under common control with, the CompanyCorporation) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than forty fifty percent (4050%) of the total combined voting power of the CompanyCorporation's outstanding securities pursuant to a tender or exchange offer made directly to the Corporation's shareholders which the Board does not recommend the Company's such shareholders to accept and (iib) more than fifty percent (50%) of the securities so acquired in such tender or exchange offer are accepted from holders other than officers and directors of the Company who participate in this Plan. - Corporation subject to Section 16(b) of the 1934 Act. (ii) The Take-Over Price per share of Common Stock shall be deemed to be equal to the greater of (a) the Fair Market Value per share of Common Stock on the date of the Hostile Take-Over option cancellation or (b) the highest reported price per share paid by the tender offeror in effecting the Hostile Take-Over. However, if to the cancelled extent the canceled option is designated an Incentive Stock Option as specified incentive stock option in the Grant Notice, then the Take-Over Price of the shares subject to the cancelled canceled option shall not exceed the value per share determined under clause (a) above. (d) The stock appreciation right shall not be assignable or transferable and shall only be in effect while the Optionee is the holder of the Option.