(iii) expire on the earlier of 10 years from the date of
grant or one year following cessation of service on the Board and (iv) contain
such other terms and conditions as the Board shall determine.
(C)
BOARD DISCRETION.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE
BOARD RETAINS THE SPECIFIC AUTHORITY TO FROM TIME TO TIME (I) INCREASE OR
DECREASE THE NUMBER OF SHARES SUBJECT TO OPTIONS GRANTED UNDER SECTION 6(A),
(II) TO MAKE ADDITIONAL GRANTS OF NONSTATUTORY STOCK OPTIONS TO MEMBERS OF THE
BOARD WHO ARE NOT EMPLOYEES OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND
(III) PROVIDE CONDITIONS OR LIMITATIONS (SUCH AS VESTING LIMITATIONS) APPLICABLE
TO THE EXERCISE OF OPTIONS GRANTED UNDER THIS SECTION 6.
7.
STOCK APPRECIATION RIGHTS
(A)
GENERAL. A STOCK APPRECIATION RIGHT, OR SAR, IS AN AWARD ENTITLING THE
HOLDER, UPON EXERCISE, TO RECEIVE AN AMOUNT IN CASH OR COMMON STOCK OR A
COMBINATION THEREOF (SUCH FORM TO BE DETERMINED BY THE BOARD) DETERMINED IN
WHOLE OR IN PART BY REFERENCE TO APPRECIATION, FROM AND AFTER THE DATE OF GRANT,
IN THE FAIR MARKET VALUE OF A SHARE OF COMMON STOCK.
SARS MAY BE BASED SOLELY
ON APPRECIATION IN THE FAIR MARKET VALUE OF COMMON STOCK OR ON A COMPARISON OF
SUCH APPRECIATION WITH SOME OTHER MEASURE OF MARKET GROWTH SUCH AS (BUT NOT
LIMITED TO) APPRECIATION IN A RECOGNIZED MARKET INDEX.
THE DATE AS OF WHICH
SUCH APPRECIATION OR OTHER MEASURE IS DETERMINED SHALL BE THE EXERCISE DATE
UNLESS ANOTHER DATE IS SPECIFIED BY THE BOARD IN THE SAR AWARD.
(B)
GRANTS.
STOCK APPRECIATION RIGHTS MAY BE GRANTED IN TANDEM WITH, OR
INDEPENDENTLY OF, OPTIONS GRANTED UNDER THE PLAN.
(1)
TANDEM AWARD.
WHEN STOCK APPRECIATION RIGHTS ARE EXPRESSLY
GRANTED IN TANDEM WITH OPTIONS, (I) THE STOCK APPRECIATION RIGHT WILL BE
EXERCISABLE ONLY AT SUCH TIME OR TIMES, AND TO THE EXTENT, THAT THE RELATED
OPTION IS EXERCISABLE (EXCEPT TO THE EXTENT DESIGNATED BY THE BOARD IN
CONNECTION WITH A REORGANIZATION EVENT) AND WILL BE EXERCISABLE IN ACCORDANCE
WITH THE PROCEDURE REQUIRED FOR EXERCISE OF THE RELATED OPTION; (II) THE STOCK
APPRECIATION RIGHT WILL TERMINATE AND NO LONGER BE EXERCISABLE UPON THE
TERMINATION OR EXERCISE OF THE RELATED OPTION,
EXCEPT TO THE EXTENT DESIGNATED
BY THE BOARD IN CONNECTION WITH A REORGANIZATION EVENT AND EXCEPT THAT A STOCK
APPRECIATION RIGHT GRANTED WITH RESPECT TO LESS THAN THE FULL NUMBER OF SHARES
COVERED BY AN OPTION WILL NOT BE REDUCED UNTIL THE NUMBER OF SHARES AS TO WHICH
THE RELATED OPTION HAS BEEN EXERCISED OR HAS TERMINATED EXCEEDS THE NUMBER OF
SHARES NOT COVERED BY THE STOCK APPRECIATION RIGHT; (III) THE OPTION WILL
TERMINATE AND NO LONGER BE EXERCISABLE UPON THE EXERCISE OF THE RELATED STOCK
APPRECIATION RIGHT; AND (IV) THE STOCK APPRECIATION RIGHT WILL BE TRANSFERABLE
ONLY WITH THE RELATED OPTION.
5
(2)
INDEPENDENT SARS.
A STOCK APPRECIATION RIGHT NOT EXPRESSLY
GRANTED IN TANDEM WITH AN OPTION WILL BECOME EXERCISABLE AT SUCH TIME OR TIMES,
AND ON SUCH CONDITIONS, AS THE BOARD