THE CODE AND
THE REGULATIONS AND OTHER GUIDANCE THEREUNDER (INCLUDING, WITHOUT
13
LIMITATION, SECTION 409A OF THE CODE, AND THE REGULATIONS AND OTHER GUIDANCE
ISSUED BY THE SECRETARY OF THE TREASURY THEREUNDER).
15.
Stock Appreciation Rights.
A Stock Appreciation Right may be granted to any Service Provider selected by
the Administrator.
A Stock Appreciation Right may be granted (a) in connection
and simultaneously with the grant of an Option, (b) with respect to a previously
granted Option, or (c) independent of an Option.
The exercise price per share
of Common Stock subject to each Stock Appreciation Right shall be set by the
Administrator, but shall not be less than 100% of the per Share Fair Market
Value on the date the Stock Appreciation Right is granted.
The term of each
Stock Appreciation Right shall be no more than ten (10) years from the date of
grant thereof.
A Stock Appreciation Right otherwise shall be subject to such
terms and conditions not inconsistent with the Plan as the Administrator shall
impose and shall be evidenced by an Award Agreement.
(A)
COUPLED STOCK APPRECIATION RIGHTS.
A COUPLED STOCK APPRECIATION
RIGHT ("CSAR") SHALL BE RELATED TO A PARTICULAR OPTION AND SHALL BE EXERCISABLE
ONLY WHEN AND TO THE EXTENT THE RELATED OPTION IS EXERCISABLE.
(I)
A CSAR MAY BE GRANTED TO A HOLDER FOR NO MORE THAN THE NUMBER OF
SHARES SUBJECT TO THE SIMULTANEOUSLY OR PREVIOUSLY GRANTED OPTION TO WHICH IT IS
COUPLED.
(II)
A CSAR SHALL ENTITLE THE HOLDER (OR OTHER PERSON ENTITLED TO
EXERCISE THE OPTION PURSUANT TO THE PLAN) TO SURRENDER TO THE COMPANY
UNEXERCISED A PORTION OF THE OPTION TO WHICH THE CSAR RELATES (TO THE EXTENT
THEN EXERCISABLE PURSUANT TO ITS TERMS) AND TO RECEIVE FROM THE COMPANY IN
EXCHANGE THEREFOR AN AMOUNT DETERMINED BY MULTIPLYING THE DIFFERENCE OBTAINED BY
SUBTRACTING THE OPTION EXERCISE PRICE FROM THE FAIR MARKET VALUE OF A SHARE OF
COMMON STOCK ON THE DATE OF EXERCISE OF THE CSAR BY THE NUMBER OF SHARES OF
COMMON STOCK WITH RESPECT TO WHICH THE CSAR SHALL HAVE BEEN EXERCISED, SUBJECT
TO ANY LIMITATIONS THE ADMINISTRATOR MAY IMPOSE.
(B)
INDEPENDENT STOCK APPRECIATION RIGHTS.
AN INDEPENDENT STOCK
APPRECIATION RIGHT ("ISAR") SHALL BE UNRELATED TO ANY OPTION AND SHALL HAVE A
TERM SET BY THE ADMINISTRATOR.
AN ISAR SHALL BE EXERCISABLE IN SUCH
INSTALLMENTS AS THE ADMINISTRATOR MAY DETERMINE.
AN ISAR SHALL COVER SUCH
NUMBER OF SHARES OF COMMON STOCK AS THE ADMINISTRATOR MAY DETERMINE.
THE
EXERCISE PRICE PER SHARE OF COMMON STOCK SUBJECT TO EACH ISAR SHALL BE SET BY
THE ADMINISTRATOR; PROVIDED, HOWEVER, THAT, THE ADMINISTRATOR IN ITS SOLE AND
ABSOLUTE DISCRETION MAY PROVIDE THAT THE ISAR MAY BE EXERCISED SUBSEQUENT TO A
TERMINATION OF EMPLOYMENT OR SERVICE, AS APPLICABLE, OR FOLLOWING AN ACQUISITION
OF THE COMPANY, OR BECAUSE OF THE HOLDER'S RETIREMENT, DEATH OR DISABILITY, OR
OTHERWISE.
AN ISAR SHALL ENTITLE THE HOLDER (OR OTHER PERSON ENTITLED TO
EXERCISE THE ISAR PURSUANT TO THE PLAN) TO EXERCISE ALL OR A SPECIFIED PORTION
OF