Common use of Exercise of SAR Clause in Contracts

Exercise of SAR. Subject to the terms and conditions of this Agreement and the Plan, the SAR may be exercised upon written notice to the Company, at its principal office, which is located at 5▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Such notice shall (i) state the election to exercise the SAR and the number of SAR Shares with respect to which the SAR is being exercised; (ii) be signed by the person so exercising the SAR; and (iii) be accompanied by the investment certificate referred to in Paragraph 11 hereof, if the Company so requests. In the event the SAR is exercised by any person or persons after the legal disability or death of the Grantee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the SAR. As soon as practicable following receipt of such notice of exercise of the SAR, the Grantee shall be entitled to receive an amount equal to (i) the excess of the Fair Market Value of a share of Common Stock on the exercise date over the Base Price, times (ii) the number of SAR Shares for which the SAR is being exercised. The SARs covered by this Agreement shall be settled in cash, shares of Common Stock or a combination thereof. Any fractional share of Common Stock shall be paid in cash. All shares that are issued upon the exercise of the SAR as provided herein shall be deemed to be fully paid and non-assessable by the Company. [Upon the sale of Common Stock attributable to the appreciation of SAR Shares, the Company shall be entitled to any proceeds representing that portion of the sales price which exceeds [[five] times the Base Price] [$[ ] per share] (the “Excess”). The Grantee shall pay to the Company the amount of any Excess realized by the Grantee upon the sale of the Common Stock issued upon exercise of the SAR within 20 business days after realization thereof. Any Excess not timely paid shall bear interest at the rate of 10% per annum until paid.]

Exercise of SAR. Subject to the terms and conditions of this Agreement and the Plan, the SAR may be exercised upon written notice to the Company, at its principal office, which is located at 5▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Such notice shall (i) state the election to exercise the SAR and the number of SAR Shares with respect to which the SAR is being exercised; (ii) be signed by the person so exercising the SAR; and (iii) be accompanied by the investment certificate referred to in Paragraph 11 hereof, if the Company so requests. In the event the SAR is exercised by any person or persons after the legal disability or death of the Grantee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the SAR. As soon as practicable following receipt of such notice of exercise of the SAR, the Grantee shall be entitled to receive an amount equal to (i) the excess of the Fair Market Value of a share of Common Stock on the exercise date over the Base Price, times (ii) the number of SAR Shares for which the SAR is being exercised. The SARs covered by this Agreement shall be settled in cash, shares of Common Stock or a combination thereof. Any fractional share of Common Stock shall be paid in cash. All shares that are issued upon the exercise of the SAR as provided herein shall be deemed to be fully paid and non-assessable by the Company. [Upon the sale of Common Stock attributable to the appreciation of SAR Shares, the Company shall be entitled to any proceeds representing that portion of the sales price which exceeds [[five] times the Base Price] [$[ ] per share] (the “Excess”). The Grantee shall pay to the Company the amount of any Excess realized by the Grantee upon the sale of the Common Stock issued upon exercise of the SAR within 20 business days after realization thereof. Any Excess not timely paid shall bear interest at the rate of 10% per annum until paid.]

Exercise of SAR. Subject to the terms and conditions of this Agreement and the Plan, the SAR may be exercised upon written notice to the Company, at its principal office, which is located at 5▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Such notice shall (i) state the election to exercise the SAR and the number of SAR Shares with respect to which the SAR is being exercised; (ii) shall be signed by the person so exercising the SAR; and (iii) shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 11 hereof, if the Company so requests11. In the event the SAR is exercised by any person or persons after the legal disability or death of the Grantee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the SAR. As soon as practicable following receipt of such notice of exercise of the SAR, the Grantee shall be entitled to receive an amount a number of shares of Common Stock equal to (i) the excess of the Fair Market Value of a share of Common Stock on the exercise date over the Base Price, times (ii) the number of SAR Shares for which the SAR is being exercised. The SARs covered by this Agreement shall be settled in cash, shares of Common Stock or a combination thereof. Any fractional share of Common Stock shall be paid in cash. All shares that are issued upon the exercise of the SAR as provided herein shall be deemed to be fully paid and non-assessable by the Company. [Upon the sale of Common Stock attributable to the appreciation of SAR Shares, the Company shall be entitled to any proceeds representing that portion of the sales price which exceeds [[five] times 500% of the Base Price] [$[ ] per share] Fair Market Value at the Grant Date (the “Excess”). For example, if the Fair Market Value of a share of Common Stock on the Grant Date is $30.00, any proceeds above $150.00 shall accrue to the Company and not to the Grantee. The Grantee shall pay to the Company the amount of any Excess realized by the Grantee upon the sale of the Common Stock issued upon exercise of the SAR within 20 business days after realization thereof. Any Excess not timely paid shall bear interest at the rate of 10% per annum until paid.]

Exercise of SAR. Subject To the extent that the SAR shall have become and remain exercisable as provided in Section 2 and subject to such reasonable administrative regulations as the terms and conditions of this Agreement and Board or the PlanCommittee may have adopted, the SAR may be exercised upon written exercised, in whole or in part, by notice to the Company, at its principal office, Secretary of the Company in writing given 5 business days prior to the date on which is located at 5▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Such notice shall (i) state the election Grantee expects to exercise the SAR and (the “Exercise Date”), specifying the number of SAR Shares with respect to which the SAR is being exercised; exercised (iithe “Exercise Shares”) be signed by and the person so exercising the SAR; and (iii) be accompanied by the investment certificate referred to in Paragraph 11 hereof, if the Company so requestsexpected Exercise Date. In the event the SAR is exercised by any person or persons after the legal disability or death of the Grantee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the SAR. As soon as practicable following receipt of such notice of Upon exercise of the SAR, the Grantee shall be entitled to receive an amount a number of shares of Common Stock (the “Net SAR Shares”) equal to the quotient obtained by dividing x by y where: x = the number of Exercise Shares multiplied by the excess, if any, of (iA) the excess of the Fair Market Value of a share of Common Stock on the exercise date Exercise Date over the Base Price, times (iiB) the number Exercise Price and y = the Fair Market Value of SAR Shares for which the SAR is being exercised. The SARs covered by this Agreement shall be settled in cash, shares a share of Common Stock or a combination thereofon the Exercise Date. Any No fractional share of Common Stock shall be paid issued to make any payment in cash. All shares that are issued upon respect of SAR; if any fractional share would be issuable, the exercise number of Net SAR Shares payable to the SAR as provided herein Grantee shall be deemed to be fully paid and non-assessable by the Company. [Upon the sale of Common Stock attributable rounded down to the appreciation next whole share (no payment of SAR Sharescash, shares, or other consideration shall be made with respect to such fractional share). The Company may require the Grantee to furnish or execute such other documents as the Company shall be entitled reasonably deem necessary (i) to any proceeds representing that portion evidence such exercise, (ii) to determine whether registration is then required under the U.S. Securities Act of the sales price which exceeds [[five] times the Base Price] [$[ ] per share] 1933, as amended (the “ExcessSecurities Act”). The Grantee shall pay , and (iii) to comply with or satisfy the Company the amount of any Excess realized by the Grantee upon the sale requirements of the Common Stock issued upon exercise of the SAR within 20 business days after realization thereof. Any Excess not timely paid shall bear interest at the rate of 10% per annum until paidSecurities Act, applicable state or non-U.S. securities laws or any other law.]

Exercise of SAR. Subject to This SAR shall be exercisable in the terms manner described below for one-third of the aggregate number of SARs on and conditions after the first anniversary of this Agreement the Grant Date and an additional one-third on and after each of the Plansecond and third anniversaries of the Grant Date; provided, the however, a SAR may be exercised only prior to its expiration date and, except as otherwise provided below, only while the Participant remains an Employee of the Company. This SAR shall not be exercisable in any event after the expiration of ten years from the Grant Date hereof. The SAR will terminate and cease to be exerciseable upon written notice to the Participant’s termination of employment with the Company, except that: (a) If the Participant’s employment with the Company terminates by reason of Retirement, the Participant may exercise this SAR at its principal officeany time during the period of five years following the date of such termination, which is located at 5▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Such notice shall (i) state the election but only as to exercise the SAR and the number of SAR Shares with respect SARs that the Participant was entitled to which purchase hereunder as of the SAR is being exercised; date his employment so terminates, plus such additional number of SARs, if any, that the Committee, in its sole discretion, determines to be exercisable as of such Retirement. (iib) be signed If the Participant dies within the five-year period following the date of the Participant’s termination of employment by reason of Retirement, the Participant’s estate, or the person so exercising who acquires this SAR by bequest or inheritance or otherwise by reason of the SAR; and (iii) be accompanied by the investment certificate referred to in Paragraph 11 hereof, if the Company so requests. In the event the SAR is exercised by any person or persons after the legal disability or death of the GranteeParticipant, such notice shall be accompanied by appropriate proof may exercise this SAR at any time during the period of two years following the date of the right of such person or persons Participant’s death, but only as to exercise the SAR. As soon as practicable following receipt of such notice of exercise of the SAR, the Grantee shall be entitled to receive an amount equal to (i) the excess of the Fair Market Value of a share of Common Stock on the exercise date over the Base Price, times (ii) the number of SARs the Participant was entitled to purchase hereunder as of the date the Participant’s employment terminated by reason of Retirement. (c) If the Participant’s employment with the Company terminates by reason of disability, the Participant may exercise this SAR Shares for which in full at any time during the period of five years following the date of such termination, but only as to the number of SARs that the Participant was entitled to purchase hereunder as of the date his employment so terminates, plus such additional number of SARs, if any, that the Committee, in its sole discretion, determines to be exercisable as of such disability. (d) If the Participant dies while in the employ of the Company or within the five-year period following the date of the Participant’s termination of employment by reason of disability, the Participant’s estate, or the person who acquires this SAR is being exercised. The SARs covered by bequest or inheritance or by reason of the death of the Participant, may exercise this Agreement SAR in full at any time during the period of two years following the date of the Participant’s death. (e) If the Participant’s employment with the Company terminates other than by reason of Retirement, disability, or death, this SAR (to the extent vested as of the date of termination and not exercised prior thereto) shall be settled in cash, shares of Common Stock or a combination thereof. Any fractional share of Common Stock shall be paid in cash. All shares that are issued terminate upon the exercise expiration of 90 days following the SAR as provided herein shall be deemed to be fully paid and non-assessable by date the Company. [Upon the sale of Common Stock attributable to the appreciation of SAR Shares, the Company shall be entitled to any proceeds representing that portion of the sales price which exceeds [[five] times the Base Price] [$[ ] per share] (the “Excess”). The Grantee shall pay to the Company the amount of any Excess realized by the Grantee upon the sale of the Common Stock issued upon exercise of the SAR within 20 business days after realization thereof. Any Excess not timely paid shall bear interest at the rate of 10% per annum until paidParticipant’s employment so terminates.]

Exercise of SAR. Subject to the terms and conditions a. Each exercise of this Agreement and the Plan, the SAR may shall be exercised upon by means of a written notice of exercise delivered to the Company, specifying the number of Shares to which the exercise relates. The Participant agrees to pay to the Company the statutory withholding requirement arising in connection with the exercise of the SAR; and the Company shall have the right, without the Participant’s prior approval or direction, to satisfy such withholding tax by withholding all or any part of the Shares that would otherwise be transferred and delivered to the Participant, with any Shares so withheld to be valued at its principal officethe Fair Market Value on the date of such withholding. Any Shares withheld to satisfy this obligation will not exceed the statutory withholding requirement. The Participant, which is located with the consent of the Company, may satisfy such withholding tax (i) in cash or certified or cashier’s check payable to the order of the Company, or (ii) by having the Company withhold Shares that would otherwise become vested Shares, with any Shares so withheld to be valued at 5▇▇▇ ▇the Fair Market Value of the Share on the date of such withholding, or any combination thereof. b. Upon exercise of the SAR, the Participant will be entitled to the number of Shares equal to (i) the product of (x) and (y) where (x) equals the excess of the Fair Market Value of a Share on the date of exercise over the G▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Such notice shall and (iy) state the election to exercise the SAR and equals the number of SAR Shares with respect to which specified in the SAR is being exercised; notice of exercise, divided by (ii) be signed by the person so exercising the SAR; and (iii) be accompanied by the investment certificate referred to in Paragraph 11 hereof, if the Company so requests. In the event the SAR is exercised by any person or persons after the legal disability or death of the Grantee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the SAR. As soon as practicable following receipt of such notice of exercise of the SAR, the Grantee shall be entitled to receive an amount equal to (i) the excess of the Fair Market Value of a share of Common Stock Share on the exercise date over the Base Priceof exercise; provided, times (ii) the number of SAR that any fractional Shares for which the SAR is being exercised. The SARs covered by this Agreement shall be settled in cash. c. The SAR may be exercised during the lifetime of the Participant only by the Participant, shares of Common Stock or a combination thereof. Any fractional share of Common Stock shall be paid in cash. All shares that are issued upon or, within the exercise period set forth in Section 5(c) of this Agreement after Participant’s death, by his transferees by will or the laws of descent or distribution, and not otherwise, regardless of any community property interest therein of the spouse of the Participant, or such spouse’s successors in interest. If the spouse of the Participant shall have acquired a community property interest in the SAR, the Participant, or the Participant’s permitted successors in interest, may exercise the SAR as provided herein shall be deemed to be fully paid and non-assessable by on behalf of the Company. [Upon spouse of the sale of Common Stock attributable Participant or such spouse’s successors in interest, subject to the appreciation of SAR Shares, the Company shall be entitled to any proceeds representing that portion of the sales price which exceeds [[five] times the Base Price] [$[ ] per share] (the “Excess”). The Grantee shall pay to the Company the amount of any Excess realized by the Grantee upon the sale of the Common Stock issued upon exercise of the SAR within 20 business days after realization thereof. Any Excess not timely paid shall bear interest at the rate of 10% per annum until paidrestrictions stated above.]

Exercise of SAR. Subject to the terms and conditions of this Agreement and the Plan, the SAR may be exercised upon written notice to the Company, at its principal office, which is located at 5▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Such notice shall (i) state the election to exercise the SAR and the number of SAR Shares with respect to which the SAR is being exercised; (ii) shall be signed by the person so exercising the SAR; and (iii) shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 11 hereof, if the Company so requests11. In the event the SAR is exercised by any person or persons after the legal disability or death of the Grantee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the SAR. As soon as practicable following receipt of such notice of exercise of the SAR, the Grantee shall be entitled to receive an amount a number of shares of Common Stock with a Fair Market Value on the exercise date equal to (i) the excess of the Fair Market Value of a share of Common Stock on the exercise date over the Base Price, times (ii) the number of SAR Shares for which the SAR is being exercised. The SARs covered by this Agreement shall be settled in cash, shares of Common Stock or a combination thereof. Any fractional share of Common Stock shall be paid in cash. All shares that are issued upon the exercise of the SAR as provided herein shall be deemed to be fully paid and non-assessable by the Company. [Upon the sale of Common Stock attributable to the appreciation of SAR Shares, the Company shall be entitled to any proceeds representing that portion of the sales price which exceeds [[five] times the Base Price] [$[ ] $ per share] (the “Excess”). The Grantee shall pay to the Company the amount of any Excess realized by the Grantee upon the sale of the Common Stock issued upon exercise of the SAR within 20 business days after realization thereof. Any Excess not timely paid shall bear interest at the rate of 10% per annum until paid.]