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.
(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
TEN (10) 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 WHO ACQUIRED THE RIGHT TO EXERCISE THE SAR BY
REASON OF THE PARTICIPANT'S DEATH) SHALL BE ENTITLED TO RECEIVE PAYMENT OF AN
AMOUNT FOR EACH SHARE WITH RESPECT TO WHICH THE SAR IS EXERCISED EQUAL TO THE
EXCESS, IF ANY, OF THE FAIR MARKET VALUE OF A SHARE OF STOCK ON THE DATE OF
EXERCISE OF THE SAR OVER THE EXERCISE PRICE.
PAYMENT OF SUCH AMOUNT SHALL BE
MADE (A) IN THE CASE OF A TANDEM SAR, SOLELY IN SHARES OF STOCK IN A LUMP SUM AS
SOON AS PRACTICABLE FOLLOWING THE DATE OF EXERCISE OF THE SAR AND (B) IN THE
CASE OF A FREESTANDING SAR, IN