WITHIN ONE YEAR AFTER THE TRANSFER OF SUCH SHARES TO THE
PARTICIPANT, SHALL NOTIFY THE COMPANY OF SUCH DISPOSITION AND OF THE AMOUNT
REALIZED UPON SUCH DISPOSITION.
ALL OPTIONS GRANTED UNDER THE PLAN ARE INTENDED
TO BE NON-QUALIFIED STOCK OPTIONS, UNLESS THE APPLICABLE AWARD AGREEMENT
EXPRESSLY STATES THAT THE OPTION IS INTENDED TO BE AN ISO.
IF AN OPTION IS
INTENDED TO BE AN ISO, AND IF FOR ANY REASON SUCH OPTION (OR PORTION THEREOF)
SHALL NOT QUALIFY AS AN ISO, THEN, TO THE EXTENT OF SUCH NONQUALIFICATION, SUCH
OPTION (OR PORTION THEREOF) SHALL BE REGARDED AS A NON-QUALIFIED STOCK OPTION
GRANTED UNDER THE PLAN; PROVIDED THAT SUCH OPTION (OR PORTION THEREOF) OTHERWISE
COMPLIES WITH THE PLAN'S REQUIREMENTS RELATING TO NON-QUALIFIED STOCK OPTIONS.
IN NO EVENT SHALL ANY MEMBER OF THE COMMITTEE, THE COMPANY OR ANY OF ITS
AFFILIATES (OR THEIR RESPECTIVE EMPLOYEES, OFFICERS OR DIRECTORS) HAVE ANY
LIABILITY TO ANY PARTICIPANT (OR ANY OTHER PERSON) DUE TO THE FAILURE OF AN
OPTION TO QUALIFY FOR ANY REASON AS AN ISO.
(E) ATTESTATION.
WHEREVER IN THIS PLAN OR ANY AWARD AGREEMENT A PARTICIPANT IS
PERMITTED TO PAY THE OPTION PRICE OR TAXES RELATING TO THE EXERCISE OF AN OPTION
BY DELIVERING SHARES, THE PARTICIPANT MAY, SUBJECT TO PROCEDURES SATISFACTORY TO
THE COMMITTEE, SATISFY SUCH DELIVERY REQUIREMENT BY PRESENTING PROOF OF
BENEFICIAL OWNERSHIP OF SUCH SHARES, IN WHICH CASE THE COMPANY SHALL TREAT THE
OPTION AS EXERCISED WITHOUT FURTHER PAYMENT AND SHALL WITHHOLD SUCH NUMBER OF
SHARES FROM THE SHARES ACQUIRED BY THE EXERCISE OF THE OPTION.
7.
Stock Appreciation Rights
(A) GRANTS.
THE COMMITTEE MAY GRANT (I) A STOCK APPRECIATION RIGHT INDEPENDENT
OF AN OPTION OR (II) A STOCK APPRECIATION RIGHT IN CONNECTION WITH AN OPTION, OR
A PORTION THEREOF.
A STOCK APPRECIATION RIGHT GRANTED PURSUANT TO CLAUSE (II)
OF THE PRECEDING SENTENCE (A) MAY BE GRANTED AT THE TIME THE RELATED OPTION IS
GRANTED OR AT ANY TIME PRIOR TO THE EXERCISE OR CANCELLATION OF THE RELATED
OPTION, (B) SHALL COVER THE SAME NUMBER OF SHARES COVERED BY AN OPTION (OR SUCH
LESSER NUMBER OF SHARES AS THE COMMITTEE MAY DETERMINE) AND (C) SHALL BE SUBJECT
TO THE SAME TERMS AND CONDITIONS AS SUCH OPTION EXCEPT FOR SUCH ADDITIONAL
LIMITATIONS AS ARE CONTEMPLATED BY THIS SECTION 7 (OR SUCH ADDITIONAL
LIMITATIONS AS MAY BE INCLUDED IN AN AWARD AGREEMENT).
(B) TERMS.
THE EXERCISE PRICE PER SHARE OF A STOCK APPRECIATION RIGHT SHALL BE
AN AMOUNT DETERMINED BY THE COMMITTEE BUT IN NO EVENT SHALL SUCH AMOUNT BE LESS
THAN THE FAIR MARKET VALUE OF A SHARE ON THE DATE THE STOCK APPRECIATION RIGHT
IS GRANTED; PROVIDED, HOWEVER, THAT NOTWITHSTANDING THE FOREGOING IN THE CASE OF
A STOCK APPRECIATION RIGHT GRANTED IN CONJUNCTION WITH AN OPTION, OR A PORTION
THEREOF, THE EXERCISE PRICE MAY NOT BE LESS THAN THE OPTION PRICE OF THE RELATED
OPTION.
EACH STOCK APPRECIATION RIGHT GRANTED INDEPENDENT OF AN OPTION SHALL
ENTITLE A PARTICIPANT UPON EXERCISE TO AN AMOUNT EQUAL TO (I) THE EXCESS OF
(A)