Common use of Exercise and Settlement Clause in Contracts

Exercise and Settlement. You may exercise your Stock Appreciation Rights in part or in full to the extent vested at any time prior to their expiration or other termination by using the Stock Appreciation Rights Exercise Form that the Company will provide. However, any partial exercise must be for one hundred (100) Stock Appreciation Rights or multiples thereof. The exercise of your Stock Appreciation Rights will become effective at the time the Company (or its designated agent) receives the completed Stock Appreciation Rights Exercise Form. Notwithstanding the foregoing, you may not exercise your Stock Appreciation Rights at a time that the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy as then in effect would prohibit you from purchasing or selling shares of Common Stock of the Company. Within three weeks following your exercise of Stock Appreciation Rights, the Company will pay you the value of the Stock Appreciation Rights exercised. The value of the Stock Appreciation Rights exercised will be equal to the product obtained by multiplying (1) the number of Stock Appreciation Rights that are exercised, and (2) the amount by which the Fair Market Value of a Share on the date of exercise exceeds the ▇▇▇▇▇ ▇▇▇▇▇ per Right identified above. The Stock Appreciation Rights value will be paid in cash in your local currency using the spot rate on the date of exercise, less applicable withholding. Unless you provide written instructions to the contrary, the Stock Appreciation Rights, to the extent vested, will also be automatically settled on the date the Stock Appreciation Rights would terminate (other than upon a termination for Cause) (the “Automatic Settlement Date”) as follows: Within three weeks after the Automatic Settlement Date, the compensation (if any) payable with respect to the Stock Appreciation Rights that are vested will be paid in cash in your local currency using the spot rate on the Automatic Settlement Date, less applicable withholding. For this purpose, the value of the Stock Appreciation Rights that are vested will be equal to the product obtained by multiplying (1) the number of Stock Appreciation Rights that are vested, by (2) the amount by which the Fair Market Value of a Share on the Automatic Settlement Date exceeds the ▇▇▇▇▇ ▇▇▇▇▇ per Right identified above. If the Fair Market Value of a Share on the date of exercise or the Automatic Settlement Date is less than or equal to the ▇▇▇▇▇ ▇▇▇▇▇ per Right identified above, then no amount is payable with respect to the Stock Appreciation Rights exercised or subject to automatic settlement. Subject to any payment obligation, upon the date of exercise or the Automatic Settlement Date, the Stock Appreciation Rights exercised or subject to automatic settlement (whether or not resulting in a payment) will terminate.

Exercise and Settlement. You may exercise your Stock Appreciation Rights in part or in full to the extent vested at any time prior to their expiration or other termination by using the Stock Appreciation Rights Exercise Form that delivery to the Company will provide. However, any partial (or its agent) of irrevocable exercise must be for one hundred (100) Stock Appreciation Rights or multiples thereofinstructions. The exercise of your Stock Appreciation Rights will become effective at the time the Company (or its designated agent) receives the completed Stock Appreciation Rights Exercise Formsuch instructions. Notwithstanding the foregoing, you may not exercise your Stock Appreciation Rights at a time that the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy as then in effect would prohibit you from purchasing or selling shares of Common Stock of the CompanyStock. Within three weeks following your exercise of Stock Appreciation Rights, the Company will pay you the value of the Stock Appreciation Rights exercised. The value of the Stock Appreciation Rights exercised will be equal to the product obtained by multiplying (1) the number of Stock Appreciation Rights that are exercised, and (2) the amount by which the Fair Market Value of a Share on the date of exercise exceeds the ▇▇▇▇▇ ▇▇▇▇▇ per Right identified above. The Stock Appreciation Rights value will be paid in cash in your local currency using the spot rate on the date of exercise, less applicable withholding. Unless you provide written instructions to the contrary, the Stock Appreciation Rights, to the extent vested, will also be automatically settled on the date the Stock Appreciation Rights would terminate (other than upon a termination for Cause) (the “Automatic Settlement Date”) as follows: Within three weeks after the Automatic Settlement Date, the compensation (if any) payable with respect to the Stock Appreciation Rights that are vested will be paid in cash in your local currency using the spot rate on the Automatic Settlement Date, less applicable withholding. For this purpose, the value of the Stock Appreciation Rights that are vested will be equal to the product obtained by multiplying (1) the number of Stock Appreciation Rights that are vested, by (2) the amount by which the Fair Market Value of a Share on the Automatic Settlement Date exceeds the ▇▇▇▇▇ ▇▇▇▇▇ per Right identified above. If the Fair Market Value of a Share on the date of exercise or the Automatic Settlement Date is less than or equal to the ▇▇▇▇▇ ▇▇▇▇▇ per Right identified above, then no amount is payable with respect to the Stock Appreciation Rights exercised or subject to automatic settlement. Subject to any payment obligation, upon the date of exercise or the Automatic Settlement Date, the Stock Appreciation Rights exercised or subject to automatic settlement (whether or not resulting in a payment) will terminate.