Common use of Stock Appreciation Right Clause in Contracts

Stock Appreciation Right. Upon an exercise of this Option, Employee (or the person exercising this Option in the event of Employee’s death) may request the Company to compute an amount (the “Appreciation Amount”) equal to the excess of the aggregate Fair Market Value of any number of the shares of Stock with respect to which this Option is exercised over the aggregate purchase price of such number of shares. Moreover, Employee (or such person) may elect (subject to the consent or disapproval of the Committee of any election to receive cash) to have the Company distribute to Employee (or such person), in lieu of Employee’s purchasing such number of shares, an amount of cash and/or a whole number of shares of Stock (in any combination thereof as Employee or such person may elect) in Fair Market Value equal to the Appreciation Amount. Notwithstanding anything to the contrary herein, if Employee is then an officer, director or affiliate of the Company who is subject to section 16 of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), this Option may not be exercised prior to the expiration of six months from the date of grant hereof (except in the event of the death or disability of Employee prior to the expiration of such six month period); thereafter, any exercise of this Option or election pursuant to this Paragraph 4 wherein Employee would receive any portion of the Appreciation Amount in cash (other than cash in lieu of a fractional share) may be made only during a period beginning on the third business day and ending on the twelfth business day following the date of release by the Company for publication of quarterly and annual summary statements of sales and earnings. Should Employee elect pursuant to this Paragraph 4 to receive the Appreciation Amount solely in shares of Stock, the number of shares of Stock distributable to Employee shall be the highest whole number of shares whose value does not exceed the Appreciation Amount, and any fractional share shall be paid in cash.

Stock Appreciation Right. Upon an exercise In lieu of exercising this Option, Employee with the consent of the Committee Executive (or the person exercising entitled to exercise this Option in the event of EmployeeExecutive’s death) may request elect to have the Company to compute an amount (the “Appreciation Amount”) equal to the excess of the aggregate Fair Market Value of any number of the shares of Stock with respect to which this Option is exercised exercisable over the aggregate purchase price of such number of shares. Moreover, Employee (or such person) may elect (subject shares and pay to the consent or disapproval of the Committee of any election to receive cash) to have the Company distribute to Employee Executive (or such person), in lieu of EmployeeExecutive’s purchasing such number of shares, an amount of cash and/or cash, a whole number of shares of Stock (in Stock, or any combination thereof as Employee Executive or such person may elect) in Fair Market Value , with the consent of the Committee, equal to the Appreciation Amount. Notwithstanding anything to the contrary herein, if Employee Executive is then an officer, director or affiliate of the Company who is subject to section 16 of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), this Option may not be exercised prior to the expiration of six months from the date of grant hereof (except in the event of the death or disability of Employee Executive prior to the expiration of such six month period); thereafter, any exercise of this Option or election pursuant to this Paragraph 4 wherein Employee Executive would receive any portion of the Appreciation Amount in cash (other than cash in lieu of a fractional share) may be made only during a period beginning on the third business day and ending on the twelfth business day following the date of release by the Company for publication of quarterly and annual summary statements of sales and earnings. Should Employee Executive elect pursuant to this Paragraph 4 to receive the Appreciation Amount solely in shares of Stock, the number of shares of Stock distributable to Employee Executive shall be the highest whole number of shares whose value does not exceed the Appreciation Amount, and any fractional share shall be paid in cash.

Stock Appreciation Right. Upon an exercise of this Option, Employee (or the person exercising this Option in the event of Employee’s 's death) may request the Company to compute an amount (the “"Appreciation Amount”") equal to the excess of the aggregate Fair Market Value of any number of the shares of Stock with respect to which this Option is exercised over the aggregate purchase price of such number of shares. Moreover, Employee (or such person) may elect (subject to the consent or disapproval of the Committee of any election to receive cash) to have the Company distribute to Employee (or such person), in lieu of Employee’s 's purchasing such number of shares, an amount of cash and/or a whole number of shares of Stock (in any combination thereof as Employee or such person may elect) in Fair Market Value equal to the Appreciation Amount. Notwithstanding anything to the contrary herein, if Employee is then an officer, director or affiliate of the Company who is subject to section 16 of the Securities Exchange Act of 1934, as amended (the “"Securities Exchange Act”"), this Option may not be exercised prior to the expiration of six months from the date of grant hereof (except in the event of the death or disability of Employee prior to the expiration of such six month period); thereafter, any exercise of this Option or election pursuant to this Paragraph 4 wherein Employee would receive any portion of the Appreciation Amount in cash (other than cash in lieu of a fractional share) may be made only during a period beginning on the third business day and ending on the twelfth business day following the date of release by the Company for publication of quarterly and annual summary statements of sales and earnings. Should Employee elect pursuant to this Paragraph 4 to receive the Appreciation Amount solely in shares of Stock, the number of shares of Stock distributable to Employee shall be the highest whole number of shares whose value does not exceed the Appreciation Amount, and any fractional share shall be paid in cash.

Stock Appreciation Right. Upon an exercise Optionee is hereby granted a limited stock appreciation right in tandem with this option, exercisable upon the terms and conditions set forth below: (a) The stock appreciation right shall under no circumstances become exercisable until such right has been outstanding for a period of at least six (6) months measured from the Grant Date of this Option, Employee option. (b) Provided (i) Optionee is at the time an officer or the person exercising this Option in the event of Employee’s death) may request the Company to compute an amount (the “Appreciation Amount”) equal to the excess director of the aggregate Fair Market Value of any number of the shares of Stock with respect to which this Option is exercised over the aggregate purchase price of such number of shares. Moreover, Employee (or such person) may elect (Corporation subject to the consent or disapproval short-swing profit restrictions of the Committee of any election to receive cashFederal securities laws and (ii) to have the Company distribute to Employee (or such person), in lieu of Employee’s purchasing such number of shares, an amount of cash and/or a whole number of shares of Corporation's outstanding Common Stock (in any combination thereof as Employee or such person may electis at the time registered under Section 12(g) in Fair Market Value equal to the Appreciation Amount. Notwithstanding anything to the contrary herein, if Employee is then an officer, director or affiliate of the Company who is subject to section 16 of the Securities Exchange Act of 1934, as amended 1934 (the “Securities Exchange "1934 Act”"), then this Option may not option shall automatically be exercised prior canceled upon the effective date of a Hostile Take-Over. Optionee shall in return be entitled to a cash distribution from the Corporation in an amount equal to the expiration excess of six months (i) the Take-Over Price of the shares of Common Stock at the time subject to the canceled option (whether or not the option is otherwise at the time exercisable for such shares) over (ii) the aggregate Option Price payable for such shares. The cash distribution shall be made within five (5) days following the effective date of the Hostile Take-Over, and neither the approval of the Committee nor the consent of the Corporation's Board shall be required in connection with such cancellation and distribution. (c) For purposes of such distribution, the following definitions shall be in effect: (i) A Hostile Take-Over shall be deemed to occur in the event (a) any person or related group of persons (other than the Corporation or a person that directly or indirectly controls, is controlled by, or is under common control with, the Corporation) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation's outstanding securities pursuant to a tender or exchange offer made directly to the Corporation's shareholders which the Board does not recommend such shareholders to accept and (b) 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 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 grant hereof the option cancellation or (except in b) the event of the death or disability of Employee prior to the expiration of such six month period); thereafter, any exercise of this Option or election pursuant to this Paragraph 4 wherein Employee would receive any portion of the Appreciation Amount in cash (other than cash in lieu of a fractional share) may be made only during a period beginning on the third business day and ending on the twelfth business day following the date of release highest reported price per share paid by the Company for publication of quarterly and annual summary statements of sales and earnings. Should Employee elect pursuant to this Paragraph 4 to receive tender offeror in effecting the Appreciation Amount solely in shares of Stock, the number of shares of Stock distributable to Employee shall be the highest whole number of shares whose value does not exceed the Appreciation Amount, and any fractional share shall be paid in cashHostile Take-Over.

Stock Appreciation Right. Upon an exercise of Optionee is hereby granted a limited stock appreciation right in tandem with this Optionoption, Employee exercisable upon the terms and conditions set forth below: (or a) Should a Hostile Take-Over occur, then this option shall automatically be cancelled with respect to all the person exercising this Option Shares at the time subject to such option. The optionee shall in the event of Employee’s death) may request return be entitled to a cash distribution from the Company to compute in an amount (the “Appreciation Amount”) equal to the excess of (i) the aggregate Fair Market Value of any number Take-Over Price of the shares of Stock with respect to which this Option is exercised over the aggregate purchase price of such number of shares. Moreover, Employee (or such person) may elect (Company's common stock at the time subject to the consent cancelled option (whether or disapproval not the option is otherwise at the time exercisable for those shares) over (ii) the aggregate option price payable for such shares. (b) The cash distribution shall be paid to the Optionee within five (5) days following the consummation of the Committee Hostile Take-Over, and neither the approval of any election to receive cash) the Plan Administrator nor the consent of the Board shall be required in connection with such option cancellation and cash distribution. Upon receipt of such cash distribution, this option shall be cancelled and the Optionee shall cease to have any further right to acquire any Option Shares under this Agreement. (c) For purposes of this limited stock appreciation right, the following definitions shall be in effect: - A HOSTILE TAKE-OVER shall be deemed to occur in the event any person or related group of persons (other than the Company distribute or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Xxx) xx securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities pursuant to Employee a tender or exchange offer made directly to the Company's stockholders which the Board does not recommend such stockholders to accept. - The TAKE-OVER PRICE per share shall be deemed to be equal to the greater of (or such person), in lieu of Employee’s purchasing such number of shares, an amount of cash and/or a whole number of shares of Stock (in any combination thereof as Employee or such person may electa) in the Fair Market Value equal to the Appreciation Amount. Notwithstanding anything to the contrary herein, if Employee is then an officer, director or affiliate per share of the Company who is subject to section 16 of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), this Option may not be exercised prior to the expiration of six months from Company's common stock on the date of grant hereof (except the option cancellation, as determined in accordance with the event valuation provisions of paragraph 10.B of the death Agreement, or disability of Employee prior to (b) the expiration highest reported price paid per share of such six month period); thereafter, any exercise of this Option or election pursuant to this Paragraph 4 wherein Employee would receive any portion of the Appreciation Amount in cash (other than cash in lieu of a fractional share) may be made only during a period beginning on the third business day and ending on the twelfth business day following the date of release common stock by the Company for publication of quarterly and annual summary statements of sales and earnings. Should Employee elect pursuant to this Paragraph 4 to receive tender offeror in effecting the Appreciation Amount solely in shares of Stock, the number of shares of Stock distributable to Employee shall be the highest whole number of shares whose value does not exceed the Appreciation Amount, and any fractional share shall be paid in cashHostile Take-Over.

Stock Appreciation Right. Upon an exercise of this Option, Employee Executive (or the person exercising this Option in the event of EmployeeExecutive’s death) may request the Company to compute an amount (the “Appreciation Amount”) equal to the excess of the aggregate Fair Market Value of any number of the shares of Stock with respect to which this Option is exercised over the aggregate purchase price of such number of shares. Moreover, Employee Executive (or such person) may elect (subject to the consent or disapproval of the Committee of any election to receive cash) to have the Company distribute to Employee Executive (or such person), in lieu of EmployeeExecutive’s purchasing such number of shares, an amount of cash and/or a whole number of shares of Stock (in any combination thereof as Employee Executive or such person may elect) in Fair Market Value equal to the Appreciation Amount. Notwithstanding anything to the contrary herein, if Employee Executive is then an officer, director or affiliate of the Company who is subject to section 16 of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), this Option may not be exercised prior to the expiration of six months from the date of grant hereof (except in the event of the death or disability of Employee Executive prior to the expiration of such six month period); thereafter, any exercise of this Option or election pursuant to this Paragraph 4 wherein Employee Executive would receive any portion of the Appreciation Amount in cash (other than cash in lieu of a fractional share) may be made only during a period beginning on the third business day and ending on the twelfth business day following the date of release by the Company for publication of quarterly and annual summary statements of sales and earnings. Should Employee Executive elect pursuant to this Paragraph 4 to receive the Appreciation Amount solely in shares of Stock, the number of shares of Stock distributable to Employee Executive shall be the highest whole number of shares whose value does not exceed the Appreciation Amount, and any fractional share shall be paid in cash.