evidencing SARs may incorporate all or any of the terms of the Plan
by reference and shall comply with and be subject to the following terms and
conditions:
7.1
TYPES OF SARS AUTHORIZED.
SARS MAY BE
GRANTED IN TANDEM WITH ALL OR ANY PORTION OF A RELATED OPTION (A "TANDEM SAR")
OR MAY BE GRANTED INDEPENDENTLY OF ANY OPTION (A "FREESTANDING SAR").
A TANDEM
SAR MAY BE GRANTED EITHER CONCURRENTLY WITH THE GRANT OF THE RELATED OPTION OR
AT ANY TIME THEREAFTER PRIOR TO THE COMPLETE EXERCISE, TERMINATION, EXPIRATION
OR CANCELLATION OF SUCH RELATED OPTION.
7.2
EXERCISE PRICE.
THE EXERCISE PRICE FOR EACH
SAR SHALL BE ESTABLISHED IN THE DISCRETION OF THE COMMITTEE; PROVIDED, HOWEVER,
THAT (A) THE EXERCISE PRICE PER SHARE SUBJECT TO A TANDEM SAR SHALL BE THE
EXERCISE PRICE PER SHARE UNDER THE RELATED OPTION AND (B) THE EXERCISE PRICE PER
SHARE SUBJECT TO A FREESTANDING SAR SHALL BE NOT LESS THAN THE FAIR MARKET VALUE
OF A SHARE OF STOCK ON THE EFFECTIVE DATE OF GRANT OF THE SAR.
7.3
EXERCISABILITY AND TERM OF SARS.
(A)
TANDEM SARS.
TANDEM SARS SHALL BE
EXERCISABLE ONLY AT THE TIME AND TO THE EXTENT, AND ONLY TO THE EXTENT, THAT THE
RELATED OPTION IS EXERCISABLE, SUBJECT TO SUCH PROVISIONS AS THE COMMITTEE MAY
SPECIFY WHERE THE TANDEM SAR IS GRANTED WITH RESPECT TO LESS THAN THE FULL
NUMBER OF SHARES OF STOCK SUBJECT TO THE RELATED OPTION.
THE COMMITTEE MAY, IN
ITS DISCRETION, PROVIDE IN ANY AWARD AGREEMENT EVIDENCING A TANDEM SAR THAT SUCH
SAR MAY NOT BE EXERCISED WITHOUT THE ADVANCE APPROVAL OF THE COMPANY AND, IF
SUCH APPROVAL IS NOT GIVEN, THEN THE OPTION SHALL NEVERTHELESS REMAIN
EXERCISABLE IN ACCORDANCE WITH ITS TERMS.
A TANDEM SAR SHALL TERMINATE AND
CEASE TO BE EXERCISABLE NO LATER THAN THE DATE ON WHICH THE RELATED OPTION
EXPIRES OR IS TERMINATED OR CANCELED.
UPON THE EXERCISE OF A TANDEM SAR WITH
RESPECT TO SOME OR ALL OF THE SHARES SUBJECT TO SUCH SAR, THE RELATED OPTION
SHALL BE CANCELED AUTOMATICALLY AS TO THE NUMBER OF SHARES WITH RESPECT TO WHICH
THE TANDEM SAR WAS EXERCISED.
UPON THE EXERCISE OF AN OPTION RELATED TO A
TANDEM SAR AS TO SOME OR ALL OF THE SHARES SUBJECT TO SUCH OPTION, THE RELATED
TANDEM SAR SHALL BE CANCELED AUTOMATICALLY AS TO THE NUMBER OF SHARES WITH
RESPECT TO WHICH THE RELATED OPTION WAS EXERCISED.
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(B)
FREESTANDING SARS.
FREESTANDING SARS SHALL
BE EXERCISABLE AT SUCH TIME OR TIMES, OR UPON SUCH EVENT OR EVENTS, AND SUBJECT
TO SUCH TERMS, CONDITIONS, PERFORMANCE CRITERIA AND RESTRICTIONS AS SHALL BE
DETERMINED BY THE COMMITTEE AND SET FORTH IN THE AWARD AGREEMENT EVIDENCING SUCH
SAR; PROVIDED, HOWEVER, THAT NO FREESTANDING SAR SHALL BE EXERCISABLE AFTER THE
EXPIRATION OF EIGHT (8) YEARS AFTER THE EFFECTIVE DATE OF GRANT OF SUCH SAR.
7.4
EXERCISE OF SARS.
UPON THE EXERCISE (OR
DEEMED EXERCISE PURSUANT TO SECTION 7.5) OF AN SAR, THE PARTICIPANT (OR THE
PARTICIPANT'S LEGAL REPRESENTATIVE OR OTHER PERSON