Common use of Stock Appreciation Rights Clause in Contracts

Stock Appreciation Rights. 7.1. Subject to the terms of this Section 7, a Stock Appreciation Right granted under the Plan entitles the Participant to receive, in cash or Stock (as determined in accordance with Subsection 7.4), value equal to all or a portion of the excess of: (a) the Fair Market Value of a specified number of shares of Stock at the time of exercise; over (b) a specified price which shall not be less than 100% of the Fair Market Value of the Stock at the time the Stock Appreciation Right is granted, or, if granted in tandem with an Option, the exercise price with respect to shares under the tandem Option. 7.2. Subject to the provisions of the Plan, the Committee shall designate the Employees to whom Stock Appreciation Rights are to be granted under the Plan, shall determine the exercise price or a method by which the price shall be established with respect to each such Stock Appreciation Right, and shall determine the number of shares of Stock on which each Stock Appreciation Right is based. A Stock Appreciation Right may be granted in connection with all or any portion of a previously or contemporaneously granted Option or not in connection with an Option. If a Stock Appreciation Right is granted in connection with an Option then, in the discretion of the Committee, the Stock Appreciation Right may, but need not, be granted in tandem with the Option. 7.3. The exercise of Stock Appreciation Rights shall be subject to the following: (a) If a Stock Appreciation Right is not in tandem with an Option, then the Stock Appreciation Right shall be exercisable in accordance with the terms established by the Committee in connection with such rights but, subject to Sections 15 and 20, shall not be exercisable for six months from the date of grant and the term of any Stock Appreciation Right shall not extend more than ten years from the date of grant; and may include, without limitation, conditions relating to completion of a specified period of service, achievement of performance standards prior to exercise of the Stock Appreciation Rights, or achievement of objectives relating to Stock ownership by the Participant; and (b) If a Stock Appreciation Right is in tandem with an Option, then the Stock Appreciation Right shall be exercisable only at the time the tandem Option is exercisable and the exercise of the Stock Appreciation Right will result in the surrender of the corresponding rights under the tandem Option. 7.4. Upon the exercise of a Stock Appreciation Right, the value to be distributed to the Participant, in accordance with Subsection 7.1, shall be distributed in shares of Stock (valued at their Fair Market Value at the time of exercise), in cash, or in a combination of Stock or cash, in the discretion of the Committee.

Stock Appreciation Rights. 7.1. Subject A. The Plan Administrator shall have full power and authority to grant to selected Optionees tandem stock appreciation rights and/or limited stock appreciation rights. B. The following terms shall govern the grant and exercise of tandem stock appreciation rights: (i) One or more Optionees may be granted the right, exercisable upon such terms as the Plan Administrator may establish, to elect between the exercise of the underlying option for shares of Common Stock and the surrender of that option in exchange for a distribution from the Corporation in an amount equal to the terms excess of this Section 7, a Stock Appreciation Right granted under the Plan entitles the Participant to receive, in cash or Stock (as determined in accordance with Subsection 7.4), value equal to all or a portion of the excess of: (a) the Fair Market Value (on the option surrender date) of a specified the number of shares of Stock in which the Optionee is at the time vested under the surrendered option (or surrendered portion thereof) over (b) the aggregate exercise price payable for such shares. (ii) No such option surrender shall be effective unless it is approved by the Plan Administrator, either at the time of exercise; over the actual option surrender or at any earlier time. If the surrender is so approved, then the distribution to which the Optionee shall be entitled may be made in shares of Common Stock valued at Fair Market Value on the option surrender date, in cash, or partly in shares and partly in cash, as the Plan Administrator shall in its sole discretion deem appropriate. (iii) If the surrender of an option is not approved by the Plan Administrator, then the Optionee shall retain whatever rights the Optionee had under the surrendered option (or surrendered portion thereof) on the option surrender date and may exercise such rights at any time prior to the later of (a) five (5) business days after the receipt of the rejection notice or (b) a specified price which shall not be less than 100% of the Fair Market Value of the Stock at the time the Stock Appreciation Right is granted, or, if granted in tandem with an Option, the exercise price with respect to shares under the tandem Option. 7.2. Subject to the provisions of the Plan, the Committee shall designate the Employees to whom Stock Appreciation Rights are to be granted under the Plan, shall determine the exercise price or a method by last day on which the price shall be established with respect to each such Stock Appreciation Right, and shall determine the number of shares of Stock on which each Stock Appreciation Right option is based. A Stock Appreciation Right may be granted in connection with all or any portion of a previously or contemporaneously granted Option or not in connection with an Option. If a Stock Appreciation Right is granted in connection with an Option then, in the discretion of the Committee, the Stock Appreciation Right may, but need not, be granted in tandem with the Option. 7.3. The exercise of Stock Appreciation Rights shall be subject to the following: (a) If a Stock Appreciation Right is not in tandem with an Option, then the Stock Appreciation Right shall be otherwise exercisable in accordance with the terms established by of the Committee documents evidencing such option, but in no event may such rights be exercised more than ten (10) years after the option grant date. C. The following terms shall govern the grant and exercise of limited stock appreciation rights: (i) One or more Section 16 Insiders may be granted limited stock appreciation rights with respect to their outstanding options. (ii) Upon the occurrence of a Hostile Take-Over, each individual holding one or more options with such a limited stock appreciation right shall have the unconditional right (exercisable for a thirty (30)-day period following such Hostile Take-Over) to surrender each such option to the Corporation, to the extent the option is at the time exercisable for vested shares of Common Stock. In return for the surrendered option, the Optionee shall receive a cash distribution from the Corporation in an amount equal to the excess of (A) the Take-Over Price of the shares of Common Stock which are at the time vested under each surrendered option (or surrendered portion thereof) over (B) the aggregate exercise price payable for such shares. Such cash distribution shall be paid within five (5) days following the option surrender date. (iii) Neither the approval of the Plan Administrator nor the consent of the Board shall be required in connection with such rights but, subject to Sections 15 option surrender and 20, shall not be exercisable for six months from the date of grant and the term of any Stock Appreciation Right shall not extend more than ten years from the date of grant; and may include, without limitation, conditions relating to completion of a specified period of service, achievement of performance standards prior to exercise cash distribution. (iv) The balance of the Stock Appreciation Rights, or achievement of objectives relating to Stock ownership by the Participant; and option (bif any) If a Stock Appreciation Right is in tandem with an Option, then the Stock Appreciation Right shall be remain outstanding and exercisable only at the time the tandem Option is exercisable and the exercise of the Stock Appreciation Right will result in the surrender of the corresponding rights under the tandem Option. 7.4. Upon the exercise of a Stock Appreciation Right, the value to be distributed to the Participant, in accordance with Subsection 7.1, shall be distributed in shares of Stock (valued at their Fair Market Value at the time of exercise), in cash, or in a combination of Stock or cash, in the discretion of the Committeedocuments evidencing such option.

Stock Appreciation Rights. 7.1. Subject to the terms of this Section 7, a Stock Appreciation Right granted under the Plan entitles the Participant to receive, in cash or Stock (as determined in accordance with Subsection 7.4), value equal to all or a portion of the excess of: (a) the Fair Market Value of The Option may have a specified number of shares of Stock stock appreciation right attached to it, either at the time of exercisegrant, as set forth in Exhibit A hereto or by amendment to Exhibit A, adding the stock appreciation right after the time of the grant; over subject, however, to the grant of such stock appreciation right being in compliance with applicable regulations and policies of any stock exchange or exchanges or national quotation system upon which any securities of the Corporation may from time to time be listed or admitted to quotation. The provisions of the Plan and this Agreement respecting the exercise of stock options and the adjustments to options arising from certain corporate actions shall apply mutatis mutandis to any stock appreciation right attached hereto. Any stock appreciation right attached hereto is exercisable to the extent, and only to the extent, that the Option is exercisable. To the extent a stock appreciation right attached to the Option is exercised, the Option shall be deemed to have been exercised to a similar extent. (b) a specified price which A stock appreciation right attached hereto shall not be less than 100% entitle the Optionee to elect to surrender to the Corporation, unexercised, the Option, or any portion thereof, and to receive from the Corporation in exchange therefor that number of Shares, disregarding any fractional Shares, having an aggregate value equal to the excess of the Fair Market Value of one Share (on the Stock at trading day immediately preceding the time day the Stock Appreciation Right notice provided for in this Section 10 is grantedreceived by the Corporation) over the Exercise Price per Share specified in Exhibit A hereto, or, if granted in tandem with an times the number of Shares called for by the Option, the exercise price with respect to shares under the tandem Optionor portion thereof, which is so surrendered. 7.2. (c) Subject to the provisions of the Plan, a stock appreciation right attached hereto may be exercised from time to time by delivering to the Committee Corporation at its head office a written notice of exercise, which notice shall designate specify (i) the Employees to whom Stock Appreciation Rights are to be granted under the Plan, shall determine the exercise price or a method by which the price shall be established number of Shares with respect to each such Stock Appreciation Right, which the stock appreciation right is exercised and shall determine the Option is to be forfeited and (ii) the number of shares Shares the Optionee elects to receive by such exercise. Such notice shall contain the Optionee's undertaking to comply, to the satisfaction of Stock on which each Stock Appreciation Right is based. A Stock Appreciation Right may be granted in connection the Corporation and its counsel, with all applicable requirements of any stock exchange or exchanges or quotation system upon which any portion of a previously or contemporaneously granted Option or not in connection with an Option. If a Stock Appreciation Right is granted in connection with an Option then, in the discretion securities of the Committee, the Stock Appreciation Right may, but need not, be granted in tandem with the OptionCorporation are listed for trading (or admitted to quotation) and any other applicable regulatory authority. 7.3. The exercise of Stock Appreciation Rights shall be subject to the following: (a) If a Stock Appreciation Right is not in tandem with an Option, then the Stock Appreciation Right shall be exercisable in accordance with the terms established by the Committee in connection with such rights but, subject to Sections 15 and 20, shall not be exercisable for six months from the date of grant and the term of any Stock Appreciation Right shall not extend more than ten years from the date of grant; and may include, without limitation, conditions relating to completion of a specified period of service, achievement of performance standards prior to exercise of the Stock Appreciation Rights, or achievement of objectives relating to Stock ownership by the Participant; and (b) If a Stock Appreciation Right is in tandem with an Option, then the Stock Appreciation Right shall be exercisable only at the time the tandem Option is exercisable and the exercise of the Stock Appreciation Right will result in the surrender of the corresponding rights under the tandem Option. 7.4. Upon the exercise of a Stock Appreciation Right, the value to be distributed to the Participant, in accordance with Subsection 7.1, shall be distributed in shares of Stock (valued at their Fair Market Value at the time of exercise), in cash, or in a combination of Stock or cash, in the discretion of the Committee.

Stock Appreciation Rights. 7.1(a) When granted, Stock Appreciation Rights may, but need not be, identified with a specific Option (including any Option granted on or before the Date of Grant of the Stock Appreciation Rights) in a number equal to or different from the number of Stock Appreciation Rights so granted. Subject If Stock Appreciation Rights are identified with Shares subject to an Option, then, unless otherwise provided in the terms applicable Grant Documents, the grantee’s associated Stock Appreciation Rights shall terminate upon the expiration, termination, forfeiture or cancellation of this Section 7, a such Stock Option or the exercise of such Option. (b) The Strike Price of any Stock Appreciation Right granted under shall (i) for any Stock Appreciation Right that is identified with an Option, equal the Plan entitles the Participant to receiveExercise Price of such Option, in cash or (ii) for any other Stock (as determined in accordance with Subsection 7.4)Appreciation Right, value equal to all or a portion of the excess of: (a) the Fair Market Value of a specified number of shares of Stock at the time of exercise; over (b) a specified price which shall be not be less than 100% of the Fair Market Value of a Share of Common Stock on the Date of Grant as the Committee or Board shall specify. (c) Subject to Section 11 hereof, (i) each Stock at Appreciation Right which is identified with any Option grant shall vest and become exercisable by a grantee as and to the time extent that the related Option with respect to which such Stock Appreciation Right is grantedidentified may be exercised; and (ii) each other Stock Appreciation Right shall vest and become exercisable by the grantee, orwhether during or after employment or following death, if granted in tandem with an Optionretirement or disability, the exercise price with respect to shares under the tandem Option. 7.2. Subject to the provisions of the Plan, at such time or times as may be designated by the Committee shall designate or Board as set forth in the Employees to whom Stock Appreciation Rights are to be granted under applicable rules, guidelines and practices governing the Plan, shall determine Plan and/or the exercise price or a method by which the price shall be established Grant Documents executed in connection with respect to each such Stock Appreciation Right. (d) Subject to Section 11 hereof, and shall determine Stock Appreciation Rights may be exercised by the grantee by delivery to the Company of written notice of intent to exercise a specific number of shares of Stock on which each Stock Appreciation Right is basedRights. A Stock Appreciation Right may be granted in connection with all or any portion of a previously or contemporaneously granted Option or not in connection with an Option. If a Stock Appreciation Right is granted in connection with an Option then, Unless otherwise provided in the discretion of the Committeeapplicable Grant Documents, the Stock Appreciation Right may, but need not, be granted in tandem with the Option. 7.3. The exercise of Stock Appreciation Rights shall be which are identified with Shares of Common Stock subject to an Option shall result in the following:cancellation or forfeiture of such Option to the extent of the exercise of such Stock Appreciation Right. (ae) If a The benefit to the grantee for each Stock Appreciation Right is not in tandem with an Option, then the Stock Appreciation Right exercised shall be exercisable in accordance with equal to (i) the terms established by the Committee in connection with such rights but, subject to Sections 15 and 20, shall not be exercisable for six months from Fair Market Value of a Share of Common Stock on the date of grant and exercise, minus (ii) the term Strike Price of any Stock Appreciation Right shall not extend more than ten years from the date of grant; and may include, without limitation, conditions relating to completion of a specified period of service, achievement of performance standards prior to exercise of the Stock Appreciation Rights, or achievement of objectives relating to Stock ownership by the Participant; and (b) If a Stock Appreciation Right is in tandem with an Option, then the Stock Appreciation Right shall be exercisable only at the time the tandem Option is exercisable and the exercise of the Stock Appreciation Right will result in the surrender of the corresponding rights under the tandem Option. 7.4. Upon the exercise of a such Stock Appreciation Right, the value to be distributed to the Participant, in accordance with Subsection 7.1, . Such benefit shall be distributed in shares of Stock (valued at their Fair Market Value at the time of exercise), payable in cash, except that the Committee or in a combination of Stock or cash, Board may provide in the discretion applicable rules, guidelines and practices governing the Plan and/or the Grant Documents that benefits may be paid wholly or partly in Shares of the CommitteeCommon Stock.

Stock Appreciation Rights. 7.1. Subject to the terms of this Section 7, a Stock Appreciation Right granted under the Plan entitles the Participant to receive, in cash or Stock (as determined in accordance with Subsection 7.4), value equal to all or a portion of the excess of: (a) the Fair Market Value of a specified number of shares of Stock at the time of exercise; over (b) a specified price which shall not be less than 100% of the Fair Market Value of the Stock at the time the Stock Appreciation Right is granted, or, if granted in tandem with an Option, the exercise price with respect to shares under the tandem Option. 7.2. Subject to the provisions of the Plan, Whenever the Committee shall designate the Employees to whom deems it appropriate, Stock Appreciation Rights are to be granted under the Plan, shall determine the exercise price or a method by which the price shall be established with respect to each such Stock Appreciation Right, and shall determine the number of shares of Stock on which each Stock Appreciation Right is based. A Stock Appreciation Right may be granted in connection with all or any portion part of a previously or contemporaneously granted Option or not in connection with an Incentive Stock Option. If a Stock Appreciation Right is granted in connection with an Option then, in At the discretion of the Committee, the Stock Appreciation Right may, but need not, Rights may also be granted in tandem connection with all or any part of a Nonstatutory Stock Option, either concurrently with the grant of the Nonstatutory Stock Option or at any time thereafter during the term of the Nonstatutory Stock Option. 7.3. The exercise of following provisions apply to all Stock Appreciation Rights that are granted in connection with Options: (i) Stock Appreciation Rights shall be subject to entitle the following: (a) If a Stock Appreciation Right is not in tandem with an Optionemployee, then the Stock Appreciation Right shall be exercisable in accordance with the terms established by the Committee in connection with such rights but, subject to Sections 15 and 20, shall not be exercisable for six months from the date upon exercise of grant and the term of all or any Stock Appreciation Right shall not extend more than ten years from the date of grant; and may include, without limitation, conditions relating to completion of a specified period of service, achievement of performance standards prior to exercise part of the Stock Appreciation Rights, or achievement to surrender to the Company unexercised that portion of objectives the underlying Option relating to the same number of shares of Company Stock ownership as is covered by the Participant; and (b) If a Stock Appreciation Right is in tandem with an Option, then the Stock Appreciation Right shall Rights (or the portion of the Stock Appreciation Rights so exercised) and to receive in exchange from the Company an amount in cash or shares of Company Stock (as provided in the Stock Appreciation Right) equal to the excess of (x) the Fair Market Value on the date of exercise of the Company Stock covered by the surrendered portion of the underlying Option over (y) the exercise price of the Company Stock covered by the surrendered portion of the underlying Option. The Committee may limit the amount that the employee will be exercisable only at the time the tandem Option is exercisable and the entitled to receive upon exercise of the Stock Appreciation Right will result in the surrender of the corresponding rights under the tandem OptionRight. 7.4. (ii) Upon the exercise of a Stock Appreciation RightRight and surrender of the related portion of the underlying Option, the value to be distributed Option, to the Participant, in accordance with Subsection 7.1extent surrendered, shall not thereafter be distributed exercisable. (iii) Subject to any further conditions upon exercise imposed by the Committee, a Stock Appreciation Right issued in shares tandem with an Option shall be exercisable only to the extent that the related Option is exercisable and shall expire no later than the date on which the related Option expires. (iv) A Stock Appreciation Right may only be exercised at a time when the Fair Market Value of the Company Stock covered by the Stock Appreciation Right exceeds the exercise price of the Company Stock covered by the underlying Option. (b) The manner in which the Company's obligation arising upon the exercise of a Stock Appreciation Right shall be paid shall be determined by the Committee and shall be set forth in the employee's Option or the related Stock Appreciation Rights agreement. The Committee may provide for payment in Company Stock or cash, or a fixed combination of Company Stock or cash, or the Committee may reserve the right to determine the manner of payment at the time the Stock Appreciation Right is exercised. Shares of Company Stock issued upon the exercise of a Stock Appreciation Right shall be valued at their Fair Market Value at on the time date of exercise), in cash, or in a combination of Stock or cash, in the discretion of the Committee.

Stock Appreciation Rights. 7.1. Subject to the terms of this Section 7, a The Committee may grant Stock Appreciation Right granted under the Plan entitles the Participant to receiveRights either alone, or in cash or Stock (as determined in accordance conjunction with Subsection 7.4)other Awards, value equal to all or a portion of the excess of: (a) the Fair Market Value of a specified number of shares of Stock either at the time of exercise; over (b) a specified price which shall not be less than 100% grant or by amendment thereafter. Each Award of the Fair Market Value of the Stock at the time the Stock Appreciation Right is granted, or, if Rights granted under this Plan shall be evidenced by an agreement in tandem with an Option, the exercise price with respect to shares under the tandem Option. 7.2. Subject to the provisions of the Plan, such form as the Committee shall designate prescribe from time to time in accordance with this Plan and shall comply with the Employees to whom applicable terms and conditions of this Plan, and with such other terms and conditions, including, but not limited to, restrictions upon the Award of Stock Appreciation Rights are to be granted under or the PlanClass A Shares issuable upon exercise thereof, as the Committee, in its discretion, shall determine the exercise price or a method by which the price shall be established with respect to each such Stock Appreciation Right, and establish. (a) The Committee shall determine the number of shares Class A Shares to be subject to each Award of Stock on which each Appreciation Rights. In the case of an Award of Stock Appreciation Right is based. Rights awarded in conjunction with another Award, the number of Class A Shares subject to an outstanding Award of Stock Appreciation Right Rights may be granted reduced on an appropriate basis to the extent that the other Award has been exercised, paid to or otherwise received by the Participant, as determined by the Committee. (b) The Committee shall determine in connection its discretion and specify in each agreement evidencing an Award of Stock Appreciation Rights the effect, if any, the termination of the Participant’s employment with all or performance of services for the Company shall have on the exercisability of the Award of Stock Appreciation Rights. (c) An Award of Stock Appreciation Rights shall entitle the holder to exercise such Award or to surrender unexercised another Award (or any portion of a previously or contemporaneously granted Option or not such other Award) to Real Goods and to receive from Real Goods in connection with exchange thereof, without payment to Real Goods, that number of Class A Shares having an Option. If a Stock Appreciation Right is granted in connection with an Option thenaggregate value equal to (or, in the discretion of the Committee, less than) the Stock Appreciation Right mayexcess of the Fair Market Value of one share, but need notat the time of such exercise, be granted in tandem with over the Option. 7.3. The exercise price, times the number of Stock Appreciation Rights shall be shares subject to the following: (a) If Award, or portion thereof, that is so exercised or surrendered, as the case may be. The Committee shall be entitled in its discretion to elect to settle the obligation arising out of the exercise of a Stock Appreciation Right is not in tandem with an Optionby the payment of cash or Other Real Goods Securities or property, then or other forms of payment or any combination thereof, as determined by the Stock Appreciation Right shall Committee, equal to the aggregate value of the Class A Shares it would otherwise be exercisable in accordance with the terms established obligated to deliver. Any such election by the Committee in connection with such rights but, subject to Sections 15 and 20, shall not be exercisable for six months from made as soon as practicable after the date of grant and the term of any Stock Appreciation Right shall not extend more than ten years from the date of grant; and may include, without limitation, conditions relating to completion of a specified period of service, achievement of performance standards prior to exercise of the Stock Appreciation Rights, or achievement of objectives relating to Stock ownership receipt by the Participant; and (b) If a Stock Appreciation Right is in tandem with an Option, then the Stock Appreciation Right shall be exercisable only at the time the tandem Option is exercisable and Committee of written notice of the exercise of the Stock Appreciation Right. (d) A Stock Appreciation Right will result may provide that it shall be deemed to have been exercised at the close of business on the business day preceding the expiration date of the Stock Appreciation Right or of the related Stock Option (or other Award), or such other date as specified by the Committee, if at such time such Stock Appreciation Right has a positive value. Such deemed exercise shall be settled or paid in the surrender same manner as a regular exercise thereof as provided in subsection 7(d) of the corresponding rights under the tandem Optionthis Agreement. 7.4. Upon the exercise of a Stock Appreciation Right, the value to be distributed to the Participant, in accordance with Subsection 7.1, shall be distributed in shares of Stock (valued at their Fair Market Value at the time of exercise), in cash, or in a combination of Stock or cash, in the discretion of the Committee.

Stock Appreciation Rights. 7.1. Subject The Committee may, in its discretion, grant Stock Appreciation Rights to the holders of any Stock Options granted hereunder. In addition, Stock Appreciation Rights may be granted independently of and without relation to Stock Options. Each Stock Appreciation Right shall be subject to such terms and conditions consistent with the Plan as the Committee shall impose from time to time, including the following: (a) A Stock Appreciation Right relating to a Nonqualified Stock Option may be made part of this Section 7such option at the time of its grant or at any time thereafter up to six months prior to its expiration, and a Stock Appreciation Right granted under relating to an Incentive Stock Option may be made part of such option only at the Plan entitles time of its grant. (b) Each Stock Appreciation Right will entitle the Participant holder to receive, elect in cash or lieu of exercising the Stock (as determined Option to receive the appreciation in accordance with Subsection 7.4), value equal to all or a portion of the excess of: (a) the Fair Market Value of the shares subject thereto up to the date the right is exercised. In the case of a specified number of shares of right issued in relation to a Stock at the time of exercise; over (b) a specified price which Option, such appreciation shall be measured from not be less than 100the option price and in the case of a right issued independently of any Stock Option, such appreciation shall be measured from not less than 85% of the Fair Market Value of the Stock at Common Shares on the time date the right is granted. Payment of such appreciation shall be made in cash or in Common Shares, or a combination thereof, as set forth in the Award, but no Stock Appreciation Right is grantedshall entitle the holder to receive, orupon exercise thereof, if granted in tandem with an Option, more than the exercise price number of Common Shares (or cash of equal value) with respect to shares under which the tandem Optionright is granted. 7.2. Subject to the provisions of the Plan, the Committee shall designate the Employees to whom Stock Appreciation Rights are to be granted under the Plan, shall determine the exercise price or a method by which the price shall be established with respect to each such Stock Appreciation Right, and shall determine the number of shares of Stock on which each (c) Each Stock Appreciation Right is based. A will be exercisable at the times and to the extent set forth therein, but no Stock Appreciation Right may be exercisable earlier than six months after the date it was granted in connection with all or any portion later than the earlier of a previously (i) the term of the related Stock Option, if any, or contemporaneously granted Option or not in connection with an Option(ii) fifteen years after it was granted. If Exercise of a Stock Appreciation Right is granted in connection with an Option then, in shall reduce the discretion number of shares issuable under the Committee, Plan (and the related Stock Appreciation Right may, but need not, be granted in tandem with the Option. 7.3. The exercise of Stock Appreciation Rights shall be subject to the following: (a) If a Stock Appreciation Right is not in tandem with an Option, then the Stock Appreciation Right shall be exercisable in accordance with the terms established if any) by the Committee in connection number of shares with such rights but, subject respect to Sections 15 and 20, shall not be exercisable for six months from which the date of grant and the term of any Stock Appreciation Right shall not extend more than ten years from the date of grant; and may include, without limitation, conditions relating to completion of a specified period of service, achievement of performance standards prior to exercise of the Stock Appreciation Rights, or achievement of objectives relating to Stock ownership by the Participant; and (b) If a Stock Appreciation Right right is in tandem with an Option, then the Stock Appreciation Right shall be exercisable only at the time the tandem Option is exercisable and the exercise of the Stock Appreciation Right will result in the surrender of the corresponding rights under the tandem Optionexercised. 7.4. Upon the exercise of a Stock Appreciation Right, the value to be distributed to the Participant, in accordance with Subsection 7.1, shall be distributed in shares of Stock (valued at their Fair Market Value at the time of exercise), in cash, or in a combination of Stock or cash, in the discretion of the Committee.

Stock Appreciation Rights. 7.1​ A. A stock appreciation right may be granted to any eligible person selected by the Plan Administrator. Subject A stock appreciation right shall be subject to such terms and conditions not inconsistent with the Plan as the Plan Administrator shall impose and shall be evidenced by a stock appreciation right agreement. ​ B. A stock appreciation right shall entitle the Participant (or other person entitled to exercise the stock appreciation right pursuant to the terms of this Section 7, a Stock Appreciation Right granted under the Plan entitles the Participant Plan) to receive, in cash or Stock (as determined in accordance with Subsection 7.4), value equal to exercise all or a specified portion of the stock appreciation right (to the extent then exercisable pursuant to its terms) and to receive from the Corporation an amount equal to the product of (i) the excess of: of (aA) the Fair Market Value of a specified number of shares of the Common Stock at on the time of exercise; date the stock appreciation right is exercised over (bB) a specified price which shall not be less than 100% of the Fair Market Value of the Common Stock at on the time date the Stock Appreciation Right is granted, or, if stock appreciation right was granted in tandem with an Option, the exercise price with respect to shares under the tandem Option. 7.2. Subject to the provisions of the Plan, the Committee shall designate the Employees to whom Stock Appreciation Rights are to be granted under the Plan, shall determine the exercise price or a method by which the price shall be established with respect to each such Stock Appreciation Right, and shall determine (ii) the number of shares of Common Stock on with respect to which each Stock Appreciation Right the stock appreciation right is based. A Stock Appreciation Right exercised, subject to any limitations the Plan Administrator may be granted in connection with all or any portion of a previously or contemporaneously granted Option or not in connection with an Option. If a Stock Appreciation Right is granted in connection with an Option then, in the discretion of the Committee, the Stock Appreciation Right may, but need not, be granted in tandem with the Option. 7.3impose. The exercise or base price per share of Stock Appreciation Rights a stock appreciation right shall be fixed by the Plan Administrator but shall not be less than one hundred percent (100%) of the Fair Market Value per share of Common Stock on the date the stock appreciation right was granted. C. Subject to Section I.B above, payment of the amounts determined under Sections I.B. above shall be in cash, in Common Stock (based on its Fair Market Value as of the date the stock appreciation right is exercised) or a combination of both, as determined by the Plan Administrator. To the extent any payment is effected in Stock, it shall be made subject to the following:satisfaction of all provisions of Article Two above pertaining to options. ​ (a) If a Stock Appreciation Right is not in tandem with an Option, then the Stock Appreciation Right D. Each stock appreciation right shall be exercisable in accordance with the terms established at such time or times, during such period and for such number of shares as shall be determined by the Committee Plan Administrator and set forth in connection with such rights butthe documents evidencing the stock appreciation right. However, subject to Sections 15 and 20, no stock appreciation right shall not be exercisable for six months have a term in excess of ten (10) years measured from the date of grant and the term of any Stock Appreciation Right shall not extend more than ten years from the date of grant; and may include, without limitation, conditions relating to completion of a specified period of service, achievement of performance standards prior to exercise of the Stock Appreciation Rights, or achievement of objectives relating to Stock ownership by the Participant; and (b) If a Stock Appreciation Right is in tandem with an Option, then the Stock Appreciation Right shall be exercisable only at the time the tandem Option is exercisable and the exercise of the Stock Appreciation Right will result in the surrender of the corresponding rights under the tandem Option. 7.4stock appreciation right was granted. Upon the exercise of a Stock Appreciation Right, the value to be distributed to the Participant, in accordance with Subsection 7.1, shall be distributed in shares of Stock (valued at their Fair Market Value at the time of exercise), in cash, or in a combination of Stock or cash, in the discretion of the Committee.​

Stock Appreciation Rights. 7.1. Subject to The Committee may provide, at the time of the grant of a stock option and upon such terms of this Section 7and conditions as it deems appropriate, a Stock Appreciation Right granted under that an Optionee shall have the Plan entitles the Participant to receive, in cash or Stock (as determined in accordance A-7 15 right with Subsection 7.4), value equal respect to all or a portion of the excess of: (a) options granted to him or her to elect to surrender such options in exchange for the Fair Market Value consideration set forth in this Section 9 in lieu of a specified number of shares of Stock exercising such options. Alternatively, the Committee may provide, at the time of exercise; over (b) the grant of a specified price which stock option and upon such terms and conditions as it deems appropriate, that an Optionee shall not be less than 100% of have the Fair Market Value of the Stock at the time the Stock Appreciation Right is granted, or, if granted in tandem with an Option, the exercise price right with respect to shares under the tandem Option. 7.2. Subject to the provisions all or a portion of the Planoptions granted to him or her to receive the consideration set forth in this Section 9 upon exercising such options in addition to any Common Shares purchased upon exercise thereof. Stock appreciation rights must be specifically granted by the Committee; provided, however, the Committee shall designate have no authority to grant stock appreciation rights except in connection with the Employees grant of a stock option pursuant to whom Stock Appreciation Rights are to be granted under the Plan, shall determine the exercise price or a method by which the price and no Optionee shall be established entitled to such rights solely as a result of the grant of an option to him or her. Stock appreciation rights, if granted, may be exercised either with respect to each such Stock Appreciation Right, and shall determine the number of shares of Stock on which each Stock Appreciation Right is based. A Stock Appreciation Right may be granted in connection with all or any a portion of a previously or contemporaneously the option to which they relate. Stock appreciation rights shall not be transferable separate from the option with respect to which they were granted Option or not in connection with an Option. If a Stock Appreciation Right is granted in connection with an Option then, in the discretion of the Committee, the Stock Appreciation Right may, but need not, be granted in tandem with the Option. 7.3. The exercise of Stock Appreciation Rights and shall be subject to the following: (a) If a Stock Appreciation Right is not in tandem with an Option, then the Stock Appreciation Right shall be exercisable in accordance with the terms established by the Committee in connection with such rights but, subject to Sections 15 and 20, shall not be exercisable for six months from the date of grant and the term of any Stock Appreciation Right shall not extend more than ten years from the date of grant; and may include, without limitation, conditions relating to completion of a specified period of service, achievement of performance standards prior to exercise all of the restrictions on transfer applicable to the said options. Stock Appreciation Rights, or achievement of objectives relating to Stock ownership by the Participant; and (b) If a Stock Appreciation Right is in tandem with an Option, then the Stock Appreciation Right appreciation rights shall be exercisable only at such times and by such persons as are specified in the time option agreement governing the tandem Option stock option with respect to which the stock appreciation rights were granted. A stock appreciation right shall provide that an Optionee shall have the right to receive a percentage, not greater than One Hundred Percent (100%), of the excess over the option price, if any, of the fair market value of the Common Shares covered by the option, as determined by the Committee as of the date of exercise of the stock appreciation right, in the manner provided for herein. Such amount shall be payable in one or more of the following manners, as shall be determined by the Committee: (a) in cash; (b) in Common Shares having a fair market value equal to such amount; or (c) in a combination of cash and Common Shares. Any payment made pursuant to this Section 9, whether in cash or in Common Shares, shall thereby reduce the number of shares available for the grant of options under this Plan. In no event may any Optionee exercise any stock appreciation rights granted hereunder unless such Optionee is exercisable then permitted to exercise the option or the portion thereof with respect to which such stock appreciation rights relate. If the option agreement with the Optionee provides that exercise of the stock appreciation right shall be in lieu of exercise of the option, then (i) upon the exercise of any stock appreciation rights, the option or that portion thereof to which the stock appreciation rights relate shall be cancelled, and (ii) upon the exercise of the Stock Appreciation Right will result in option or that portion thereof to which the surrender stock appreciation rights relate, the stock appreciation rights shall be cancelled, and the option agreement governing such option shall be deemed amended as appropriate without any further action by the Committee or the Optionee. If the option agreement with the Optionee provides that exercise of the corresponding rights under stock appreciation right shall be in addition to exercise of the tandem Option. 7.4. Upon option, then (i) upon the exercise of a Stock Appreciation Rightany stock appreciation rights, the value option or that portion thereof to which the stock appreciation rights relate shall be distributed deemed exercised, and (ii) upon the exercise of the option, the stock appreciation rights corresponding thereto shall be deemed exercised to the Participant, in accordance with Subsection 7.1, extent the option is exercised. The terms of any stock appreciation rights granted hereunder shall be distributed incorporated into the option agreement which governs the option with respect to which the stock appreciation rights are granted, and shall be on such terms as the Committee shall prescribe which are not inconsistent with this Plan. The granting of an option or stock appreciation right shall impose A-8 16 no obligation upon the Optionee to exercise such option or right. The Company's obligation to satisfy stock appreciation rights shall not be funded or secured in shares of Stock (valued at their Fair Market Value at the time of exercise), in cash, or in a combination of Stock or cash, in the discretion of the Committeeany manner.

Stock Appreciation Rights. 7.1. Subject to the terms of this Section 7, a Stock Appreciation Right granted under the Plan entitles the Participant to receive, in cash or Stock (as determined in accordance with Subsection 7.4), value equal to all or a portion of the excess of: (a) the Fair Market Value of The Option may have a specified number of shares of Stock stock appreciation right attached to it, either at the time of exercisegrant, as set forth in Exhibit A hereto or by amendment to Exhibit A, adding the stock appreciation right after the time of the grant; over subject, however, to the grant of such stock appreciation right being in compliance with applicable regulations and policies of any stock exchange or exchanges or national quotation system upon which any securities of the Corporation may from time to time be listed or admitted to quotation. The provisions of the Plan and this Agreement respecting the exercise of stock options and the adjustments to options arising from certain corporate actions shall apply mutatis mutandis to any stock appreciation right attached hereto. Any stock appreciation right attached hereto is exercisable to the extent, and only to the extent, that the Option is exercisable. To the extent a stock appreciation right attached to the Option is exercised, the Option shall be deemed to have been exercised to a similar extent. (b) a specified price which A stock appreciation right attached hereto shall not be less than 100% entitle the Optionee to elect to surrender to the Corporation, unexercised, the Option, or any portion thereof, and to receive from the Corporation in exchange therefor that number of Shares, disregarding any fractional Shares, having an aggregate value equal to the excess of the Fair Market Value of one Share (on the Stock at trading day immediately preceding the time day the Stock Appreciation Right notice provided for in this Section 11 is grantedreceived by the Corporation) over the Exercise Price per Share specified in Exhibit A hereto, or, if granted in tandem with an times the number of Shares called for by the Option, the exercise price with respect to shares under the tandem Optionor portion thereof, which is so surrendered. 7.2. (c) Subject to the provisions of the Plan, a stock appreciation right attached hereto may be exercised from time to time by delivering to the Committee Corporation at its head office a written notice of exercise, which notice shall designate specify (i) the Employees to whom Stock Appreciation Rights are to be granted under the Plan, shall determine the exercise price or a method by which the price shall be established number of Shares with respect to each such Stock Appreciation Right, which the stock appreciation right is exercised and shall determine the Option is to be forfeited and (ii) the number of shares Shares the Optionee elects to receive by such exercise. Such notice shall contain the Optionee's undertaking to comply, to the satisfaction of Stock on which each Stock Appreciation Right is based. A Stock Appreciation Right may be granted in connection the Corporation and its counsel, with all applicable requirements of any stock exchange or exchanges or quotation system upon which any portion of a previously or contemporaneously granted Option or not in connection with an Option. If a Stock Appreciation Right is granted in connection with an Option then, in the discretion securities of the Committee, the Stock Appreciation Right may, but need not, be granted in tandem with the OptionCorporation are listed for trading (or admitted to quotation) and any other applicable regulatory authority. 7.3. The exercise of Stock Appreciation Rights shall be subject to the following: (a) If a Stock Appreciation Right is not in tandem with an Option, then the Stock Appreciation Right shall be exercisable in accordance with the terms established by the Committee in connection with such rights but, subject to Sections 15 and 20, shall not be exercisable for six months from the date of grant and the term of any Stock Appreciation Right shall not extend more than ten years from the date of grant; and may include, without limitation, conditions relating to completion of a specified period of service, achievement of performance standards prior to exercise of the Stock Appreciation Rights, or achievement of objectives relating to Stock ownership by the Participant; and (b) If a Stock Appreciation Right is in tandem with an Option, then the Stock Appreciation Right shall be exercisable only at the time the tandem Option is exercisable and the exercise of the Stock Appreciation Right will result in the surrender of the corresponding rights under the tandem Option. 7.4. Upon the exercise of a Stock Appreciation Right, the value to be distributed to the Participant, in accordance with Subsection 7.1, shall be distributed in shares of Stock (valued at their Fair Market Value at the time of exercise), in cash, or in a combination of Stock or cash, in the discretion of the Committee.

Stock Appreciation Rights. 7.1. Subject The Committee may, in its discretion, grant Stock Appreciation Rights to the holders of any Stock Options granted hereunder. In addition, Stock Appreciation Rights may be granted independently of and without relation to Stock Options. Each Stock Appreciation Right shall be subject to such terms and conditions consistent with the Plan as the Committee shall impose from time to time, including the following: (a) A Stock Appreciation Right relating to a Nonqualified Stock Option may be made part of this Section 7such option at the time of its grant or at any time thereafter up to six months prior to its expiration, and a Stock Appreciation Right granted under relating to an Incentive Stock Option may be made part of such option only at the Plan entitles time of its grant. (b) Each Stock Appreciation Right will entitle the Participant holder to receive, elect in cash or lieu of exercising the Stock (as determined Option to receive the appreciation in accordance with Subsection 7.4), value equal to all or a portion of the excess of: (a) the Fair Market Value of the shares subject thereto up to the date the right is exercised. In the case of a specified number of shares of right issued in relation to a Stock at the time of exercise; over (b) a specified price which Option, such appreciation shall be measured from not be less than 100the option price and in the case of a right issued independently of any Stock Option, such appreciation shall be measured from not less than 85% of the Fair Market Value of the Stock at Common Shares on the time date the right is granted. Payment of such appreciation shall be made in cash or in Common Shares, or a combination thereof, as set forth in the Award, but no Stock Appreciation Right is grantedshall entitle the holder to receive, orupon exercise thereof, if granted in tandem with an Option, more than the exercise price number of Common Shares (or cash of equal value) with respect to shares under which the tandem Optionright is granted. 7.2. Subject to the provisions of the Plan, the Committee shall designate the Employees to whom Stock Appreciation Rights are to be granted under the Plan, shall determine the exercise price or a method by which the price shall be established with respect to each such Stock Appreciation Right, and shall determine the number of shares of Stock on which each (c) Each Stock Appreciation Right is based. A will be exercisable at the times and to the extent set forth therein, but no Stock Appreciation Right may be exercisable earlier than six months after the date it was granted in connection with all or any portion later than the earlier of a previously or contemporaneously granted Option or not in connection with an (i) the term of the related Stock Option, if any, and (ii) fifteen years after it was granted. If Exercise of a Stock Appreciation Right is granted in connection with an Option then, in shall reduce the discretion number of shares issuable under the Committee, Plan (and the related Stock Appreciation Right may, but need not, be granted in tandem with the Option. 7.3. The exercise of Stock Appreciation Rights shall be subject to the following: (a) If a Stock Appreciation Right is not in tandem with an Option, then the Stock Appreciation Right shall be exercisable in accordance with the terms established if any) by the Committee in connection number of shares with such rights but, subject respect to Sections 15 and 20, shall not be exercisable for six months from which the date of grant and the term of any Stock Appreciation Right shall not extend more than ten years from the date of grant; and may include, without limitation, conditions relating to completion of a specified period of service, achievement of performance standards prior to exercise of the Stock Appreciation Rights, or achievement of objectives relating to Stock ownership by the Participant; and (b) If a Stock Appreciation Right right is in tandem with an Option, then the Stock Appreciation Right shall be exercisable only at the time the tandem Option is exercisable and the exercise of the Stock Appreciation Right will result in the surrender of the corresponding rights under the tandem Optionexercised. 7.4. Upon the exercise of a Stock Appreciation Right, the value to be distributed to the Participant, in accordance with Subsection 7.1, shall be distributed in shares of Stock (valued at their Fair Market Value at the time of exercise), in cash, or in a combination of Stock or cash, in the discretion of the Committee.

Stock Appreciation Rights. 7.1The Committee may grant Stock Appreciation Rights. Subject Each Award of Stock Appreciation Rights granted under this Plan shall be evidenced by an agreement in such form as the Committee shall prescribe, from time to time, in accordance with this Plan and shall comply with the applicable terms and conditions of this Section 7section and this Plan and with such other terms and conditions, a including, but not limited to, restrictions upon the Award of Stock Appreciation Rights or any Common Shares issuable upon exercise thereof, as the Committee, in its sole discretion, shall establish. (a) The Committee shall determine the number of Common Shares to be subject to each Award of Stock Appreciation Rights. (b) Any Stock Appreciation Right granted under may be exercised during its term only at such time or times and in such installments as the Plan entitles Committee may establish and shall not be exercisable after the Participant expiration of ten (10) years from the date it is granted. (c) An Award of Stock Appreciation Rights shall entitle the holder to receiveexercise such Award and to receive from Black Box in exchange thereof, in cash without payment to Black Box, that number of Common Shares (or Stock (cash, Other Black Box Securities or property, or other forms of payment, or any combination thereof, as determined by the Committee and as set forth in accordance with Subsection 7.4), the agreement evidencing such Award of Stock Appreciation Rights) having an aggregate value equal to all or a portion of the excess of: (a) of the Fair Market Value of a specified number of shares of Stock one (1) Common Share, at the time of such exercise; , over (b) a specified the exercise price which times the number of Common Shares subject to the Award that are so exercised. Stock Appreciation Rights shall not be have an exercise price no less than the Fair Market Value of the Common Shares covered by the right on the date of grant. Unless otherwise determined by the Committee in the documentation evidencing its approval action, the exercise price of a Stock Appreciation Right shall be equal to 100% of the Fair Market Value of the Common Shares subject to such Stock at Appreciation Right on the time date of grant of the Stock Appreciation Right is granted, or, if granted in tandem with an Option, the exercise price with respect to shares under the tandem OptionRight. 7.2. Subject to the provisions of the Plan, the Committee shall designate the Employees to whom Stock Appreciation Rights are to be granted under the Plan, shall determine the exercise price or a method by which the price shall be established with respect to each such Stock Appreciation Right, and shall determine the number of shares of Stock on which each Stock Appreciation Right is based. (d) A Stock Appreciation Right may be granted in connection with all or any portion of a previously or contemporaneously granted Option or not in connection with an Option. If a Stock Appreciation Right is granted in connection with an Option then, in the discretion of the Committee, the Stock Appreciation Right may, but need not, be granted in tandem with the Option. 7.3. The exercise of Stock Appreciation Rights provide that it shall be subject deemed to the following: (a) If a Stock Appreciation Right is not in tandem with an Option, then the Stock Appreciation Right shall be exercisable in accordance with the terms established by the Committee in connection with such rights but, subject to Sections 15 and 20, shall not be exercisable for six months from the date of grant and the term of any Stock Appreciation Right shall not extend more than ten years from the date of grant; and may include, without limitation, conditions relating to completion of a specified period of service, achievement of performance standards prior to exercise of the Stock Appreciation Rights, or achievement of objectives relating to Stock ownership by the Participant; and (b) If a Stock Appreciation Right is in tandem with an Option, then the Stock Appreciation Right shall be exercisable only have been exercised at the time close of business on the tandem Option is exercisable and business day preceding the exercise expiration date of the Stock Appreciation Right will result in the surrender or of the corresponding rights under related Stock Option (or other Award), or such other date as specified by the tandem Option. 7.4. Upon the exercise of a Committee, if at such time such Stock Appreciation Right, the value to Right has a positive value. Such deemed exercise shall be distributed to the Participant, settled or paid in Common Shares in accordance with Subsection 7.1, shall be distributed in shares of Stock (valued at their Fair Market Value at the time of exercise), in cash, or in a combination of Stock or cash, in the discretion of the Committeesubsection 7(c) hereof.

Stock Appreciation Rights. 7.1The Committee may also authorize grants to Participants of Stock Appreciation Rights. Subject A Stock Appreciation Right provides a Participant the right to receive from the Company an amount, which shall be determined by the Committee and shall be expressed as a percentage (not exceeding 100 percent), of the Spread at the time of the exercise of such right. Any grant of Stock Appreciation Rights under this Plan shall be upon such terms and conditions as the Committee may determine in accordance with the following provisions: (a) Any grant may specify that the amount payable upon the exercise of this Section 7, a Stock Appreciation Right granted under may be paid by the Plan entitles Company in cash, Shares or any combination thereof and may (i) either grant to the Participant or reserve to the Committee the right to elect among those alternatives or (ii) preclude the right of the Participant to receivereceive and the Company to issue Shares or other equity securities in lieu of cash; (b) Any grant may specify that the amount payable upon the exercise of a Stock Appreciation Right shall not exceed a maximum specified by the Committee on the Grant Date; (c) Any grant may specify (i) a waiting period or periods before Stock Appreciation Rights shall become exercisable and (ii) permissible dates or periods on or during which Stock Appreciation Rights shall be exercisable; (d) Any grant may specify that a Stock Appreciation Right may be exercised only in the event of a Change in Control of the Company or other similar transaction or event, (e) On or after the Grant Date of any Stock Appreciation Rights, the Committee may provide for the payment to the Participant of Dividend Equivalents thereon in cash or Shares on a current, deferred or contingent basis, (f) Each grant shall be evidenced by an agreement executed on behalf of the Company by any officer thereof and delivered to the Optionee, which shall describe the subject Stock Appreciation Rights, identify any related Options, state that the Stock Appreciation Rights are subject to all of the terms and conditions of this Plan and contain such other terms and provisions as the Committee may determine consistent with this Plan, (as determined g) Each grant of a Tandem Stock Appreciation Right shall provide that such Tandem Stock Appreciation Right may be exercised only (i) at a time when the related Option (or any similar right granted under this or any other Plan of the Company) is also exercisable and the Spread is positive; and (ii) by surrender of the related Option (or such other right) for cancellation; (h) Each grant of a Stock Appreciation Right shall specify in accordance with Subsection 7.4)respect of each Stock Appreciation Right a Base Price per Share, value which shall be equal to all or a portion of the excess of: (a) the Fair Market Value of a specified number of shares of Stock at the time of exercise; over (b) a specified price which shall not be less greater than 100% of the Fair Market Value of the Stock at Shares on the time the Stock Appreciation Right is granted, or, if granted in tandem with an Option, the exercise price with respect to shares under the tandem Option. 7.2Grant Date. Subject to the provisions of the Plan, the Committee shall designate the Employees to whom Stock Appreciation Rights are to be granted under the Plan, shall determine the exercise price or a method by which the price shall be established with respect to each such Stock Appreciation Right, and shall determine the number of shares of Stock on which each Stock Appreciation Right is based. A Stock Appreciation Right may be granted in connection with all or any portion of a previously or contemporaneously granted Option or not in connection with an Option. If a Stock Appreciation Right is granted in connection with an Option then, in the discretion of the Committee, the Stock Appreciation Right may, but need not, be granted in tandem with the Option. 7.3. The exercise Successive grants of Stock Appreciation Rights shall may be subject made to the following: (a) If same Participant regardless of whether any Stock Appreciation Rights previously granted to such Participant remain unexercised. Each grant shall specify the period or periods of continuous employment of the Participant by the Company or any Subsidiary that are necessary before the Stock Appreciation Rights or installments thereof shall become exercisable, and any grant may provide for the earlier exercise of such rights in the event of a Change in Control of the Company or other similar transaction or event. No Stock Appreciation Right is not in tandem with an Option, then the Stock Appreciation Right shall granted under this Plan may be exercisable in accordance with the terms established by the Committee in connection with such rights but, subject to Sections 15 and 20, shall not be exercisable for six months from the date of grant and the term of any Stock Appreciation Right shall not extend exercised more than ten 10 years from the date of grant; and may include, without limitation, conditions relating to completion of a specified period of service, achievement of performance standards prior to exercise of the Stock Appreciation Rights, or achievement of objectives relating to Stock ownership by the Participant; and (b) If a Stock Appreciation Right is in tandem with an Option, then the Stock Appreciation Right shall be exercisable only at the time the tandem Option is exercisable and the exercise of the Stock Appreciation Right will result in the surrender of the corresponding rights under the tandem OptionGrant Date. 7.4. Upon the exercise of a Stock Appreciation Right, the value to be distributed to the Participant, in accordance with Subsection 7.1, shall be distributed in shares of Stock (valued at their Fair Market Value at the time of exercise), in cash, or in a combination of Stock or cash, in the discretion of the Committee.

Stock Appreciation Rights. 7.1A. A stock appreciation right may be granted to any eligible person selected by the Plan Administrator. Subject A stock appreciation right shall be subject to such terms and conditions not inconsistent with the Plan as the Plan Administrator shall impose and shall be evidenced by a stock appreciation right agreement. B. A stock appreciation right shall entitle the Participant (or other person entitled to exercise the stock appreciation right pursuant to the terms of this Section 7, a Stock Appreciation Right granted under the Plan entitles the Participant Plan) to receive, in cash or Stock (as determined in accordance with Subsection 7.4), value equal to exercise all or a specified portion of the stock appreciation right (to the extent then exercisable pursuant to its terms) and to receive from the Corporation an amount equal to the product of (i) the excess of: of (aA) the Fair Market Value of a specified number of shares of the Common Stock at on the time of exercise; date the stock appreciation right is exercised over (bB) a specified price which shall not be less than 100% of the Fair Market Value of the Common Stock at on the time date the Stock Appreciation Right is granted, or, if stock appreciation right was granted in tandem with an Option, the exercise price with respect to shares under the tandem Option. 7.2. Subject to the provisions of the Plan, the Committee shall designate the Employees to whom Stock Appreciation Rights are to be granted under the Plan, shall determine the exercise price or a method by which the price shall be established with respect to each such Stock Appreciation Right, and shall determine (ii) the number of shares of Common Stock on with respect to which each Stock Appreciation Right the stock appreciation right is based. A Stock Appreciation Right exercised, subject to any limitations the Plan Administrator may be granted in connection with all or any portion of a previously or contemporaneously granted Option or not in connection with an Option. If a Stock Appreciation Right is granted in connection with an Option then, in the discretion of the Committee, the Stock Appreciation Right may, but need not, be granted in tandem with the Option. 7.3impose. The exercise or base price per share of Stock Appreciation Rights a stock appreciation right shall be fixed by the Plan Administrator but shall not be less than one hundred percent (100%) of the Fair Market Value per share of Common Stock on the date the stock appreciation right was granted. C. Subject to Section I.B above, payment of the amounts determined under Sections I.B. above shall be in cash, in Common Stock (based on its Fair Market Value as of the date the stock appreciation right is exercised) or a combination of both, as determined by the Plan Administrator. To the extent any payment is effected in Stock, it shall be made subject to the following:satisfaction of all provisions of Article Two above pertaining to options. (a) If a Stock Appreciation Right is not in tandem with an Option, then the Stock Appreciation Right D. Each stock appreciation right shall be exercisable in accordance with the terms established at such time or times, during such period and for such number of shares as shall be determined by the Committee Plan Administrator and set forth in connection with such rights butthe documents evidencing the stock appreciation right. However, subject to Sections 15 and 20, no stock appreciation right shall not be exercisable for six months have a term in excess of ten (10) years measured from the date of grant and the term of any Stock Appreciation Right shall not extend more than ten years from the date of grant; and may include, without limitation, conditions relating to completion of a specified period of service, achievement of performance standards prior to exercise of the Stock Appreciation Rights, or achievement of objectives relating to Stock ownership by the Participant; and (b) If a Stock Appreciation Right is in tandem with an Option, then the Stock Appreciation Right shall be exercisable only at the time the tandem Option is exercisable and the exercise of the Stock Appreciation Right will result in the surrender of the corresponding rights under the tandem Optionstock appreciation right was granted. 7.4. Upon the exercise of a Stock Appreciation Right, the value to be distributed to the Participant, in accordance with Subsection 7.1, shall be distributed in shares of Stock (valued at their Fair Market Value at the time of exercise), in cash, or in a combination of Stock or cash, in the discretion of the Committee.