Common use of Share Appreciation Rights Clause in Contracts

Share Appreciation Rights. 8.1 Subject to the provisions of the Plan, the Committee may grant Share Appreciation Rights to any Eligible Person, upon such terms and conditions as the Committee deems appropriate under this Article 8. 8.2 A Share Appreciation Right may be granted under the Plan: (i) in connection with, and at the same time as, the grant of another Award 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 Award granted under the Plan. A Share 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 Shares subject to the Related Award. 8.3 A Share 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 or other 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 Award is exercised not to exceed the number of Shares subject to the portion of the Share Appreciation Right exercised multiplied by an amount equal to the excess of the Fair Market Value on the exercise date of the Share Appreciation Right over the Base Price. The Base Price shall not be less than the Fair Market Value as of the Grant Date. 8.4 The Right Period shall be determined by the Committee and specifically set forth in the Agreement, provided, however: (i) a Share Appreciation Right may not be exercised until the expiration of at least 12 months from the Grant Date, except that this limitation need not apply in the event of the death or Disability of the Grantee or (other than with respect to Grantees who are Non-Exempt Employees) as otherwise permitted by the Agreement; (ii) a Share Appreciation Right shall expire no later than the earlier of (A) ten years from the Grant Date, or (B) in the case of a Related Right, the expiration of the Related Award; and (iii) a Share Appreciation Right that is a Related Right may be exercised only when and to the extent the Related Award is exercisable. 8.5 Notwithstanding anything in this Plan to the contrary, other than in connection with capital adjustments as described in Article 15 or in connection with a Corporate Transaction, neither the Committee nor any other person may, without obtaining shareholder approval, (i) amend the terms of outstanding Share Appreciation Rights to reduce the Base Price of such outstanding Share Appreciation Rights; (ii) cancel outstanding Share Appreciation Rights in exchange for Share Appreciation Rights with an Base Price that is less than the Base Price of the original Share Appreciation Rights; (iii) cancel outstanding Share Appreciation Rights with an Base Price above the current Share price in exchange for cash or other securities; or (iv) take any other action with respect to a Share Appreciation Right that would be treated as a repricing under the rules and regulations of the principal securities exchange on which the Shares are traded. In addition, the Committee may not make a grant of a Share Appreciation Right with a grant date that is effective prior to the date the Committee takes action to approve such Award.

Share Appreciation Rights. 8.1 Subject to the provisions of the Plan, the The Committee may grant Share 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 Share Appreciation Rights granted to an Eligible Person during a calendar year will not exceed the applicable limitations set forth in Article 5 when aggregated with other applicable Awards made to that Eligible Person during that calendar year. 8.2 A Share Appreciation Right may be granted under the Plan: (i) in connection with, and at the same time as, the grant of another Award 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 Award granted under the Plan. A Share 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 Shares subject to the Related Award. 8.3 A Share 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 or other 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 Award is exercised not to exceed the number of Shares subject to the portion of the Share Appreciation Right exercised multiplied by an amount equal to the excess of the Fair Market Value on the exercise date Exercise Date of the Share Appreciation Right over the Base Price“base price”. The Base Price shall not be less than base price for a Share Appreciation Right is the Fair Market Value per Share as of the Grant Date, unless otherwise determined by the Committee in its discretion pursuant to a Share Appreciation Right that contains terms and conditions that satisfy (or qualify such Share Appreciation Right for an exemption from) the applicable requirements of Section 409A of the Internal Revenue Code. 8.4 The Right Period shall will be determined by the Committee and specifically set forth in the Agreement, provided, however: (i) a Share Appreciation Right may not be exercised until the expiration of at least 12 six months from the Grant Date, Date (except that this limitation need not apply in the event of the death or Disability disability of the Grantee or (other than with respect to Grantees who are Non-Exempt Employees) as otherwise permitted by the AgreementAgreement upon a change in control of the Corporation); (ii) a Share Appreciation Right shall will expire no later than the earlier of (A) ten years from the Grant Date, or (B) in the case of a Related Right, the expiration of the Related Award; and (iii) a Share Appreciation Right that is a Related Right may be exercised only when and to the extent the Related Award is exercisable. 8.5 Notwithstanding anything The exercise or settlement, in this Plan whole or in part, of a Related Right will cause a reduction in the number of Shares subject to the contrary, other than in connection with capital adjustments as described in Article 15 or in connection with a Corporate Transaction, neither Related Award equal to the Committee nor any other person may, without obtaining shareholder approval, (i) amend the terms number of outstanding Share Appreciation Rights to reduce the Base Price of such outstanding Share Appreciation Rights; (ii) cancel outstanding Share Appreciation Rights in exchange for Share Appreciation Rights with an Base Price that is less than the Base Price of the original Share Appreciation Rights; (iii) cancel outstanding Share Appreciation Rights with an Base Price above the current Share price in exchange for cash or other securities; or (iv) take any other action Shares with respect to a Share Appreciation Right that would be treated as a repricing under the rules and regulations of the principal securities exchange on which the Shares are tradedRelated Right is exercised or settled. In additionSimilarly, the Committee may not make a grant exercise or settlement, in whole or in part, of a Share Appreciation Right with Related Award will cause a grant date that is effective prior reduction in the number of Shares subject to the date Related Right equal to the Committee takes action number of Shares with respect to approve such Awardwhich the Related Award is exercised or settled.

Share Appreciation Rights. 8.1 Subject to the provisions of the Plan, the 8.1. The Committee may grant Share 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 Share Appreciation Rights granted to an Eligible Person during a calendar year will not exceed the applicable limitations set forth in Article 5 when aggregated with other applicable Awards made to that Eligible Person during that calendar year. 8.2 8.2. A Share Appreciation Right may be granted under the Plan: (i) in connection with, and at the same time as, the grant of another Award 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 Award granted under the Plan. A Share 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 Shares subject to the Related Award. 8.3 8.3. A Share 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 or other 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 Award is exercised not to exceed the number of Shares subject to the portion of the Share Appreciation Right exercised multiplied by an amount equal to the excess of the Fair Market Value on the exercise date Exercise Date of the Share Appreciation Right over the Base Price“base price”. The Base Price shall base price for a Share Appreciation Right will not be less than the Fair Market Value per Share as of the Grant Date. 8.4 8.4. Other than in connection with capital adjustments as described in Article 16, a Share Appreciation Right may not be repriced without shareholder approval (including cancelling previously awarded Share Appreciation Rights and regranting them with a lower base price or taking any other action with respect to a Share Appreciation Right that would be treated as a repricing under the rules and regulations of the principal securities exchange on which the Shares are traded). 8.5. The Right Period shall will be determined by the Committee and specifically set forth in the Agreement, provided, however: (i) a Share Appreciation Right may not be exercised until the expiration of at least 12 six months from the Grant Date, Date (except that this limitation need not apply in the event of the death or Disability disability of the Grantee or (as otherwise permitted by the Agreement upon a change in control of the Corporation or, other than with respect to Grantees who are Non-Exempt Employees) , as otherwise permitted by the Agreement); (ii) a Share Appreciation Right shall will expire no later than the earlier of (A) ten years from the Grant Date, or (B) in the case of a Related Right, the expiration of the Related Award; and (iii) a Share Appreciation Right that is a Related Right may be exercised only when and to the extent the Related Award is exercisable. 8.5 Notwithstanding anything 8.6. The exercise or settlement, in this Plan whole or in part, of a Related Right will cause a reduction in the number of Shares subject to the contrary, other than in connection with capital adjustments as described in Article 15 or in connection with a Corporate Transaction, neither Related Award equal to the Committee nor any other person may, without obtaining shareholder approval, (i) amend the terms number of outstanding Share Appreciation Rights to reduce the Base Price of such outstanding Share Appreciation Rights; (ii) cancel outstanding Share Appreciation Rights in exchange for Share Appreciation Rights with an Base Price that is less than the Base Price of the original Share Appreciation Rights; (iii) cancel outstanding Share Appreciation Rights with an Base Price above the current Share price in exchange for cash or other securities; or (iv) take any other action Shares with respect to a Share Appreciation Right that would be treated as a repricing under the rules and regulations of the principal securities exchange on which the Shares are tradedRelated Right is exercised or settled. In additionSimilarly, the Committee may not make a grant exercise or settlement, in whole or in part, of a Share Appreciation Right with Related Award will cause a grant date that is effective prior reduction in the number of Shares subject to the date Related Right equal to the Committee takes action number of Shares with respect to approve such Awardwhich the Related Award is exercised or settled.

Share Appreciation Rights. 8.1 Subject to the provisions of the Plan, the The Committee may grant Share 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 Share Appreciation Rights granted to an Eligible Person during a calendar year will not exceed the applicable limitations set forth in Article 5 when aggregated with other applicable Awards made to that Eligible Person during that calendar year. 8.2 A Share Appreciation Right may be granted under the Plan: (i) in connection with, and at the same time as, the grant of another Award 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 Award granted under the Plan. A Share 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 Shares subject to the Related Award. 8.3 A Share 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 or other 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 Award is exercised not to exceed the number of Shares subject to the portion of the Share Appreciation Right exercised multiplied by an amount equal to the excess of the Fair Market Value on the exercise date Exercise Date of the Share Appreciation Right over the Base Price“base price”. The Base Price shall not be less than base price for a Share Appreciation Right is the Fair Market Value per Share as of the Grant Date, unless otherwise determined by the Committee in its discretion pursuant to a Share Appreciation Right that contains terms and conditions that satisfy (or qualify such Share Appreciation Right for an exemption from) the applicable requirements of Section 409A of the Internal Revenue Code. 8.4 The Right Period shall will be determined by the Committee and specifically set forth in the Agreement, provided, however: (i) a Share Appreciation Right may not be exercised until the expiration of at least 12 six months from the Grant Date, Date (except that this limitation need not apply in the event of the death or Disability disability of the Grantee or (as otherwise permitted by the Agreement upon a change in control of the Corporation or, other than with respect to Grantees who are Non-Exempt Employees) , as otherwise permitted by the Agreement); (ii) a Share Appreciation Right shall will expire no later than the earlier of (A) ten years from the Grant Date, or (B) in the case of a Related Right, the expiration of the Related Award; and (iii) a Share Appreciation Right that is a Related Right may be exercised only when and to the extent the Related Award is exercisable. 8.5 Notwithstanding anything The exercise or settlement, in this Plan whole or in part, of a Related Right will cause a reduction in the number of Shares subject to the contrary, other than in connection with capital adjustments as described in Article 15 or in connection with a Corporate Transaction, neither Related Award equal to the Committee nor any other person may, without obtaining shareholder approval, (i) amend the terms number of outstanding Share Appreciation Rights to reduce the Base Price of such outstanding Share Appreciation Rights; (ii) cancel outstanding Share Appreciation Rights in exchange for Share Appreciation Rights with an Base Price that is less than the Base Price of the original Share Appreciation Rights; (iii) cancel outstanding Share Appreciation Rights with an Base Price above the current Share price in exchange for cash or other securities; or (iv) take any other action Shares with respect to a Share Appreciation Right that would be treated as a repricing under the rules and regulations of the principal securities exchange on which the Shares are tradedRelated Right is exercised or settled. In additionSimilarly, the Committee may not make a grant exercise or settlement, in whole or in part, of a Share Appreciation Right with Related Award will cause a grant date that is effective prior reduction in the number of Shares subject to the date Related Right equal to the Committee takes action number of Shares with respect to approve such Awardwhich the Related Award is exercised or settled.