Agreement that restrictions or forfeiture conditions relating to Restricted Stock will be waived in
whole or in part in the event of terminations resulting from specified causes, and (b) in other
cases waive in whole or in part restrictions or forfeiture conditions relating to Restricted Stock.
6.4 Certificates for Restricted Stock. Restricted Stock granted pursuant to the Plan
may be evidenced in such manner as the Committee shall determine. If certificates representing
shares of Restricted Stock are registered in the name of the Participant, certificates must bear an
appropriate legend referring to the terms, conditions, and restrictions applicable to such
Restricted Stock, and the Company may, at its discretion, retain physical possession of the
certificate until such time as all applicable restrictions lapse.
STOCK APPRECIATION RIGHTS
7.1 Grant of Stock Appreciation Rights. A Stock Appreciation Right may be granted to
any Participant selected by the Committee. A Stock Appreciation Right shall be subject to such
terms and conditions not inconsistent with the Plan as the Committee shall impose and shall be
evidenced by an Award Agreement.
7.2 Stock Appreciation Rights.
(a) A Stock Appreciation Right (SAR) shall have a term set by the Committee. An SAR
shall be exercisable in such installments as the Committee may determine. An SAR shall cover such
number of shares of Stock as the Committee may determine. The exercise price per share of Stock
subject to each SAR shall be set by the Committee; provided, however, that the Committee in its
sole and absolute discretion may provide that the SAR may be exercised subsequent to a termination
of employment or service, as applicable, or following a Change in Control of the Company, or
because of the Participants retirement, death or disability, or otherwise.
(b) An SAR shall entitle the Participant (or other person entitled to exercise the SAR
pursuant to the Plan) to exercise all or a specified portion of the SAR (to the extent then
exercisable pursuant to its terms) and to receive from the Company an amount equal to the product
of (i) the excess of (A) the Fair Market Value of a share of Stock on the date the SAR is exercised
over (B) the Fair Market Value of a share of Stock on the date the SAR was granted and (ii) the
number of shares of Stock with respect to which the SAR shall have been exercised, subject to any
limitations the Committee may impose.
7.3 Payment and Limitations on Exercise.
(a) Subject to Section 7.3(b), payment of the amounts determined under Section 7.2(b) above
shall be in cash, in Stock (based on its Fair Market Value as of the date the SAR is exercised) or
a combination of both, as determined by the Committee.
(b) To the extent any payment under Section 7.2(b) is effected in Stock it shall be made
subject to satisfaction of all provisions of Article 5 above pertaining to Options.