The SARs granted in accordance with the Plan will vest after each executive officer completes two (2) continuous years of employment following the date of grant and will expire on the date which is the earliest of ten (10) years after the date of grant, the date established by the Committee at the time of grant, or the date on which the executive officer's employment with Stepan is terminated for any reason other than by disability, death or retirement under the provisions of any qualified retirement plan that may be maintained by Stepan. If an executive officer's employment is terminated for gross misconduct, as determined by Stepan, all rights under the Plan, including the right to exercise any SARs, will expire upon the date of such termination. The SARs granted on February 14, 2012 will vest on February 14, 2014 and will expire on February 13, 2022, or as otherwise provided in the Plan. The option price of each share of stock for these grants is the Fair Market Value, which the Plan defines as the average of the opening price and the closing price of Stepan Common Stock on the date of grant. In this instance, the option price on February 14, 2012 is $85.53. Other terms and conditions of these grants are as set forth in the Stock Appreciation Rights Agreement between each executive officer and Stepan in the form attached as Exhibit 10.1 hereto.