Common use of Tandem Stock Appreciation Rights Clause in Contracts

Tandem Stock Appreciation Rights. If the Committee grants a Stock Appreciation Right which is intended to be a Tandem Stock Appreciation Right, the Tandem Stock Appreciation Right shall be granted at the same time as the related Option, and the following special rules shall apply: (a) The Base Value shall be equal to or greater than the per share exercise price under the related Option; (b) The Tandem Stock Appreciation Right may be exercised for all or part of the shares of Common Stock which are subject to the related Option, but solely upon the surrender by the Holder of the Holder’s right to exercise the equivalent portion of the related Option (and when a share of Common Stock is purchased under the related Option, an equivalent portion of the related Tandem Stock Appreciation Right shall be cancelled); (c) The Tandem Stock Appreciation Right shall expire no later than the date of the expiration of the related Option; (d) The value of the payment with respect to the Tandem Stock Appreciation Right may be no more than one hundred percent (100%) of the difference between the per share exercise price under the related Option and the Fair Market Value of the shares of Common Stock subject to the related Option at the time the Tandem Stock Appreciation Right is exercised, multiplied by the number of shares of Common Stock with respect to which the Tandem Stock Appreciation Right is exercised; and (e) The Tandem Stock Appreciation Right may be exercised solely when the Fair Market Value of a share of Common Stock subject to the related Option exceeds the per share exercise price under the related Option.

Tandem Stock Appreciation Rights. If the Committee grants a Stock Appreciation Right which is intended to be a Tandem Stock Appreciation Right, the Any Tandem Stock Appreciation Right shall may be granted at the same time as the related Option is granted or, for Options that are not Incentive Stock Options, at any time thereafter before exercise or expiration of such Option, and the following special rules shall apply: (a) The Base Value shall be equal to or greater than the per share exercise price under the related Option; (b) The . Any Tandem Stock Appreciation Right related to an Option may be exercised for all or part of the shares of Common Stock which are subject to the related Option, but solely upon the surrender by the Holder of the Holder’s right to exercise the equivalent portion of only when the related Option (and when a share of Common Stock is purchased under the related Option, an equivalent portion of the related Tandem Stock Appreciation Right shall would be cancelled); (c) The Tandem Stock Appreciation Right shall expire no later than the date of the expiration of the related Option; (d) The value of the payment with respect to the Tandem Stock Appreciation Right may be no more than one hundred percent (100%) of the difference between the per share exercise price under the related Option exercisable and the Fair Market Value of the shares of Common Stock Shares subject to the related Option exceeds the exercise price at which Shares can be acquired pursuant to the time the Option. In addition, if a Tandem Stock Appreciation Right is exercisedexists with respect to less than the full number of Shares covered by a related Option, multiplied by then an exercise or termination of such Option shall not reduce the number of shares of Common Stock with respect Shares to which the Tandem Stock Appreciation Right is exercised; and (e) The applies until the number of Shares then exercisable under such Option equals the number of Shares to which the Tandem Stock Appreciation Right may applies. Any Option related to a Tandem Stock Appreciation Right shall no longer be exercised solely when exercisable to the Fair Market Value of a share of Common extent the Tandem Stock subject Appreciation Right has been exercised, and any Tandem Stock Appreciation Right shall no longer be exercisable to the extent the related Option exceeds the per share exercise price under the related Optionhas been exercised.

Tandem Stock Appreciation Rights. If the Committee grants a Stock Appreciation Right which is intended to be a Tandem Stock Appreciation Right, the Tandem Stock Appreciation Right shall be granted at the same time as the related Option, and the following special rules shall apply: (a) The Base Value shall be equal to or greater than the per share Share exercise price under the related Option; (b) The Tandem Stock Appreciation Right may be exercised for all or part of the shares of Common Stock Shares which are subject to the related Option, but solely upon the surrender by the Holder of the Holder’s right to exercise the equivalent portion of the related Option (and when a share of Common Stock Share is purchased under the related Option, an equivalent portion of the related Tandem Stock Appreciation Right shall be cancelledcanceled); (c) The Tandem Stock Appreciation Right shall expire no later than the date of the expiration of the related Option; (d) The value of the payment with respect to the Tandem Stock Appreciation Right may be no more than one hundred percent (100%) of the difference between the per share Share exercise price under the related Option and the Fair Market Value of the shares of Common Stock Shares subject to the related Option at the time the Tandem Stock Appreciation Right is exercised, multiplied by the number of shares of Common Stock the Shares with respect to which the Tandem Stock Appreciation Right is exercised; and (e) The Tandem Stock Appreciation Right may be exercised solely when the Fair Market Value of a share of Common Stock the Shares subject to the related Option exceeds the per share Share exercise price under the related Option.

Tandem Stock Appreciation Rights. If the Committee grants a Stock Appreciation Right which is intended to be a Tandem Stock Appreciation Right, the Tandem Stock Appreciation Right shall must be granted at the same time as the related Option, and the following special rules shall apply: (a) The Base Value shall be equal to or greater than the per share exercise price under the related Option; (b) The Tandem Stock Appreciation Right may be exercised for all or part of the shares of Common Stock which are subject to the related Option, but solely upon the surrender by the Holder of the Holder’s right to exercise the equivalent portion of the related Option (and when a share of Common Stock is purchased under the related Option, an equivalent portion of the related Tandem Stock Appreciation Right shall be cancelled); (c) The Tandem Stock Appreciation Right shall expire no later than the date of the expiration of the related Option; (d) The value of the payment with respect to the Tandem Stock Appreciation Right may be no more than one hundred percent (100%) of the difference between the per share exercise price under the related Option and the Fair Market Value of the shares of Common Stock subject to the related Option at the time the Tandem Stock Appreciation Right is exercised, multiplied by the number of shares of Common Stock with respect to which the Tandem Stock Appreciation Right is exercised; and (e) The Tandem Stock Appreciation Right may be exercised solely when the Fair Market Value of a share the shares of Common Stock subject to the related Option exceeds the per share exercise price under the related Option.