STOCK IS THEN TRADED ON THE TRADING DATE IMMEDIATELY PRIOR TO THE DATE OF
GRANT (AND IF THE COMMON STOCK IS NOT THEN TRADED ON THE NASDAQ STOCK MARKET OR
A NATIONAL SECURITIES EXCHANGE, THE FAIR MARKET VALUE OF THE COMMON STOCK ON
SUCH DATE AS DETERMINED BY THE BOARD), (II) BE EXERCISABLE AT SUCH TIMES AS THE
BOARD MAY SPECIFY IN THE APPLICABLE OPTION AGREEMENT; PROVIDED, HOWEVER, THAT NO
OPTION WILL BE GRANTED TO A NON-EMPLOYEE DIRECTOR FOR A TERM IN EXCESS OF 10
YEARS AND (III) CONTAIN SUCH OTHER TERMS AND CONDITIONS AS THE BOARD SHALL
DETERMINE.
7.
STOCK APPRECIATION RIGHTS.
(A)
NATURE OF STOCK APPRECIATION RIGHTS. A STOCK APPRECIATION RIGHT, OR SAR,
IS AN AWARD ENTITLING THE HOLDER ON 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)
RULES APPLICABLE TO TANDEM AWARDS.
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 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 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.
(2)
EXERCISE OF INDEPENDENT STOCK APPRECIATION RIGHTS.
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 MAY
SPECIFY IN THE SAR AWARD.
(C)
EXERCISE.
ANY EXERCISE OF A STOCK APPRECIATION RIGHT MUST BE IN WRITING,
SIGNED BY THE PROPER PERSON AND DELIVERED OR MAILED TO THE COMPANY, ACCOMPANIED
BY ANY OTHER DOCUMENTS REQUIRED BY THE