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with respect to the SARs (including the right to vote the shares of Common Stock underlying the SARs and the right to receive
dividends).
1. Effect of Corporate Capitalization or Change in Control
(a) Except as set forth in Section 5(b), in the event of any change in corporate capitalization (including,
but not limited to, a change in the number of shares of Common Stock outstanding), such as a stock split or a corporate
transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property
of the Company (including any extraordinary cash or stock dividend), any reorganization (whether or not such
reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete liquidation
of the Company, the number of SARs and the shares underlying such SARs shall be equitably adjusted by the Committee
(including, in its discretion, providing for other property to be held as restricted property) as it may deem appropriate in
its sole discretion. The determination of the Committee regarding any such adjustment will be final and conclusive.
(b) In the event of any change which results in the Company becoming part of an affiliated group of entities
the ultimate parent of which (the “Surviving Parent”) is not the Company or a successor entity of the Company but is a
company that (i) has common stock listed and traded on a national securities exchange, and (ii) takes all appropriate
action to provide for the issuance of stock appreciation rights relating to its publicly listed and traded common stock
(“Continuing SARs”) by converting the SARs into a number of Continuing SARs having a value equal to the value of
the SARs as of the date of the change based on the closing market price of the relevant reference shares as of the date of
the change, the SARs shall be so converted into Continuing SARs as of the date of such change. If Continuing SARs
are granted in accordance with the foregoing, reference in this Agreement to SARs will be deemed to include the Continuing
SARs, references to Company will be deemed to include the Surviving Parent and other relevant references will be
deemed to be amended to give fair and full effect to this Agreement.
(c) In the event of any change which results in the Company becoming part of an affiliated group of entities
the ultimate parent of which either (i) does not have common stock listed or traded on a national securities exchange or
(ii) fails to take appropriate action to provide for the issuance of Continuing SARs, each SAR shall be converted into the
right to receive an amount of cash (each, a “Cash Right”) equal to the difference (if the closing stock price is greater than
the strike price) between the strike price and the closing stock price on the last trading date of the Company’s Common
Stock on a national securities exchange preceding the change (or, if required by Section 409A of the Code, the price at
the closest practicable time before such change). Subject to Section 5(d) below, each Cash Right shall vest on the same
terms and same date that the corresponding SAR was scheduled to vest and shall become immediately payable and shall
be paid and settled in cash as of the date that such Cash Right becomes vested. If the strike price is greater than or equal
to the closing stock price on the last trading date of the Company’s stock on a national securities exchange as of the date
of such change all SARs which are not converted to Continuing SARs shall be forfeited as of the date of such change.
(d) With respect to the awards evidenced by this Agreement, subject to paragraph (e) of Section 10 of the
Plan, notwithstanding any provision of the Plan to the contrary, upon Grantee’s Termination of Employment, during the
one-year period following a Change in Control, by the Company (for other than Cause or Disability) or by the Grantee
for Good Reason:
(a) any SARs or Continuing SARs outstanding as of such date of Termination of Employment which were
outstanding as of the date of such Change in Control shall be fully exercisable and vested and shall remain exercisable
until the later of (i) the last date on which such SAR would be exercisable in the absence of this Section 5(d) and (ii) and
the earlier of (A) the first anniversary of such Change in Control and (B) the expiration date of the SARs;
(i) the Cash Right, as applicable, shall be fully vested and become immediately payable and shall be paid
and settled; and
(iii) all SARs, Continuing SARs or the Cash Right, as applicable, shall be considered to be earned and any
restrictions shall lapse and shall be settled as promptly as is practicable in the relevant Continuing SARs or cash, as
applicable.
(e) Notwithstanding the foregoing, in no event shall a Change in Control for purposes of any distribution
be deemed to occur unless the event satisfies the requirements of Treasury Regulation Section 1.409A3-(i)(5) to the extent
(but only to the extent) that any such distribution under this Section would otherwise violate Section 409A of the Code.
6. Payment of Transfer Taxes, Fees and Other Expenses