deliver the certificates for the purchased shares directly to such brokerage firm on such settlement date in order to complete the sale.

                    Section 8. SARs.

                              (a) Grant of SARs. When granted, SARs may, but need not, be identified with a specific Option of the Participant (including any Option granted on or before the Grant Date of the SARs) in a number equal to or different from the number of SARs so granted; provided, however, that in the case of an ISO, SARs may be granted only at the time of the grant of the ISO. If SARs are identified with Shares subject to an Option, then, unless otherwise provided in the applicable Award Agreement, the Participant’s associated SARs shall terminate upon (A) the expiration, termination, forfeiture or cancellation of such Option or (B) the exercise of such Option.

                              (b) The Committee shall establish the Base Amount of the SAR at the time the SAR is granted. Unless the Committee determines otherwise, the Base Amount of each SAR shall be equal to the per share Exercise Price of the related Option or, if there is no related Option, an amount equal to or greater than the Fair Market Value of a Share on the Grant Date of the SAR.

                              (c) The term of a SAR granted without identification to an Option of the Participant, shall be no longer than ten (10) years.

                              (d) Exercise of SARs.

                                        i. Each SAR shall be exercisable upon such terms and conditions as the Committee may establish.

                                        ii. SARs shall be exercised by delivery to the Company of written notice of intent to exercise a specific number of SARs. Unless otherwise provided in the applicable Award Agreement, the exercise of SARs which are identified with Shares subject to an Option shall result in the cancellation or forfeiture of such Option to the extent of such exercise.

                                        iii. The exercise of a SAR related to an Option will entitle the holder to receive payment of an amount determined by multiplying:

                                                  (1) the excess of the Fair Market Value of a Share on the Exercise Date of such SAR over the Base Amount specified for such related Option, by

                                                  (2) the number of Shares as to which such SAR is exercised.

                                        iv. A SAR granted without relationship to an Option will entitle the holder to receive payment of an amount determined by multiplying:

                                                  (1) the excess of (x) the Fair Market Value of a Share of Common Stock on the exercise date of such SAR over (y) the greater of the Fair Market Value of a Share on the SAR’s Grant Date or such greater amount as may be set forth in the applicable Award Agreement, by