Stock Appreciation Rights Contract Clauses (1,483)
Grouped Into 19 Collections of Similar Clauses From Business Contracts
This page contains Stock Appreciation Rights clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to a Service Provider at any time and from time to time as will be determined by the Administrator, in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise price for the Shares that will ...determine the amount of the payment to be received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. In the event a Stock Appreciation Right is granted in tandem with an Option, the exercise of the Stock Appreciation Right shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan. 7- (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) relating to the maximum term also will apply to Stock Appreciation Rights. (f) Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive a payment from the Company in an amount determined by multiplying: (i) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times (ii) The number of Shares with respect to which the Stock Appreciation Right is exercised. At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.View More
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right SAR may be granted to a Service Provider Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion. The Administrator may grant Affiliated SARs, Freestanding SARs, Tandem SARs, or any combination thereof. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares SARs granted to any Se...rvice Provider, subject to any Award the limits set forth in Section 3 of Stock Appreciation Rights. the Plan. (c) Exercise Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the payment to be received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. In the event a Stock Appreciation Right is granted in tandem with an Option, the exercise of the Stock Appreciation Right shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights SARs granted under the Plan. 7- Plan; provided, that, the exercise price of a SAR is at least 100% of the Fair Market Value of the Shares subject to the SAR; provided, further, the exercise price of Tandem or Affiliated SARs will equal the exercise price of the related Option. (d) Exercise of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. A Tandem SAR may be exercised only with respect to the Shares for which its related Option is then exercisable. With respect to a Tandem SAR granted in connection with an Incentive Stock Appreciation Right Option: (i) the Tandem SAR will expire no later than the expiration of the underlying Incentive Stock Option; (ii) the value of the payout with respect to the Tandem SAR will be for no more than one hundred percent (100%) of the difference between the exercise price of the underlying Incentive Stock Option and the Fair Market Value of the Shares subject to the underlying Incentive Stock Option at the time the Tandem SAR is exercised; and (iii) the Tandem SAR will be exercisable only when the Fair Market Value of the Shares subject to the Incentive Stock Option exceeds the Exercise Price of the Incentive Stock Option. (e) Exercise of Affiliated SARs. An Affiliated SAR will be deemed to be exercised upon the exercise of the related Option. The deemed exercise of an Affiliated SAR will not necessitate a reduction in the number of Shares subject to the related Option. (f) Exercise of Freestanding SARs. Freestanding SARs will be exercisable on such terms and conditions as the Administrator, in its sole discretion, will determine. (g) SAR Agreement. Each Stock Appreciation Right SAR grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, SAR, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. (e) (h) Expiration of Stock Appreciation Rights. A Stock Appreciation Right SARs. An SAR granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) relating to the maximum term 8(c) also will apply to Stock Appreciation Rights. (f) SARs. (i) Payment of Stock Appreciation Right SAR Amount. Upon exercise of a Stock Appreciation Right, SAR, a Participant will be entitled to receive a payment from the Company in an amount determined by multiplying: (i) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times (ii) The number of Shares with respect to which the Stock Appreciation Right SAR is exercised. At the discretion of the Administrator, the payment upon Stock Appreciation Right SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof. View More
Stock Appreciation Rights. (a) Grant of 7.1 Grant. Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right appreciation rights may be granted to a Service Provider at any time and from time to time as will be determined under the Plan by the Administrator, Board of Directors, subject to such rules, terms, and conditions as the Board of Directors prescribes. The Board of Directors may provide that stock appreciation rights may be granted in its sole discretion. (b) Number of S...hares. The Administrator will have complete discretion substitution for stock options granted under the Plan. With respect to each grant, the Board shall determine the number of Shares shares subject to any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share the stock appreciation right, the exercise price for the Shares that will determine the amount of the payment to stock appreciation right, the period of the stock appreciation right, and the time or times at which the stock appreciation right may be received upon exercised. The exercise price of a stock appreciation right shall not be less than 100 percent of the fair market value of the Common Stock Appreciation Right as set forth in Section 7(f) will be determined covered by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share stock appreciation right on the date the stock appreciation right is granted. The fair market value shall be the closing price of grant. In the event a Common Stock last reported on the date the stock appreciation right is granted, if the stock is publicly traded, or another value of the Common Stock as specified by the Board of Directors. Stock appreciation rights shall continue in effect for the period fixed by the Board of Directors., not to exceed ten years. 7.2 Stock Appreciation Right Rights Granted in Connection with Options. If a stock appreciation right is granted in tandem connection with an Option, option, the exercise of the Stock Appreciation Right stock appreciation right shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject be exercisable only to the provisions of extent and on the Plan, will have complete discretion to determine same conditions that the terms and conditions of Stock Appreciation Rights granted under the Plan. 7- (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will related option could be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) relating to the maximum term also will apply to Stock Appreciation Rights. (f) Payment of Stock Appreciation Right Amount. exercised. Upon exercise of a Stock Appreciation Right, stock appreciation right, any option or portion thereof to which the stock appreciation right relates terminates. If a Participant will be entitled stock appreciation right is granted in connection with an option, upon exercise of the option, the stock appreciation right or portion thereof to which the grant relates terminates. 7.3 Exercise. Each stock appreciation right shall entitle the holder, upon exercise, to receive a payment from the Company in exchange therefor an amount determined by multiplying: (i) The difference between equal in value to the Fair Market Value excess of a Share the fair market value on the date of exercise of one share of Common Stock of the Company over the exercise price; times (ii) The number price as determined by the Board of Shares Directors (or, in the case of a stock appreciation right granted in connection with respect an option, the option price per share under the option to which the stock appreciation right relates), multiplied by the number of shares covered by the stock appreciation right, or portion thereof, that is surrendered. Payment by the Company upon exercise of a stock appreciation right may be made in Common Stock Appreciation Right is exercised. At valued at fair market value, in cash, or partly in Common Stock and partly in cash, all as determined by the discretion Board of Directors. For this purpose, the fair market value of the Administrator, Common Stock shall be the payment closing price of the Common Stock last reported before the time of exercise, or such other value of the Common Stock as specified by the Board of Directors. 7.4 Fractional Shares. No fractional shares shall be issued upon Stock Appreciation Right exercise of a stock appreciation right. In lieu thereof, cash may be paid in cash, an amount equal to the value of the fraction or, if the Board of Directors shall determine, the number of shares may be rounded downward to the next whole share. 7.5 Nontransferability. Each stock appreciation right granted in Shares connection with an Incentive Stock Option and, unless otherwise determined by the Board of equivalent value, Directors, each other stock appreciation right granted under the Plan, by its terms shall be nonassignable and nontransferable by the holder, either voluntarily or by operation of law, except by will or by the laws of descent and distribution of the state or country of the holder's domicile at the time of death, and each stock appreciation right by its terms shall be exercisable during the holder's lifetime only by the holder. No stock appreciation right may be transferred by the holder in some combination thereof. exchange for cash or property. View More
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. Subject General. Each SAR granted under the Plan shall be evidenced by an Award Agreement. Each SAR so granted shall be subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to a Service Provider at any time and from time to time as will be determined by the Administrator, in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award ...of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the payment to be received upon exercise of a Stock Appreciation Right as set forth in this Section 7(f) will 8, and to such other conditions not inconsistent with the Plan as may be determined by reflected in the Administrator and will applicable Award Agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible Persons independent of any Option. (b) Strike Price. The strike price ("Strike Price") per share of Common Stock for each SAR shall not be no less than one hundred percent (100%) 100% of the Fair Market Value per Share on of such share (determined as of the date Date of grant. In Grant). Notwithstanding the event foregoing, a Stock Appreciation Right is SAR granted in tandem with (or in substitution for) an Option, Option previously granted shall have a Strike Price equal to the Exercise Price of the corresponding Option. (c) Vesting and Expiration. A SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting schedule and expiration provisions as the corresponding Option. Solely in the case of a SAR that may be settled in Common Stock, a SAR granted independent of an Option: (i) shall vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by the Committee; and (ii) shall expire in such manner and on such date or dates or upon such event or events as determined by the Committee and shall expire after such period, as may be determined by the Committee, not to exceed ten (10) years from the Date of Grant (the "SAR Period"); provided that if the SAR Period would expire at a time when trading in the shares of Common Stock is prohibited by the Company's insider trading policy (or Company-imposed "blackout period"), then the SAR Period shall be automatically extended until the 30th day following the expiration of such prohibition. Solely in the case of a SAR that may be settled in Common Stock, except as set forth in Sections 11 or 13(g) hereto, the Committee shall not accelerate vesting of any such SAR. (d) Method of Exercise. SARs which have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were awarded. (e) Payment. Upon the exercise of a SAR, the Stock Appreciation Right Company shall automatically result in pay to the cancellation Participant an amount equal to the number of the Option. Otherwise, the Administrator, shares subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan. 7- (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement SAR that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined is being exercised multiplied by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules excess, if any, of Section 6(d) relating to the maximum term also will apply to Stock Appreciation Rights. (f) Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive a payment from the Company in an amount determined by multiplying: (i) The difference between the Fair Market Value of a Share one (1) share of Common Stock on the 10 exercise date of exercise over the exercise price; times (ii) Strike Price, less an amount equal to any Federal, state, local and non-U.S. income and any other applicable taxes required to be withheld. The number Company shall pay such amount in cash, in shares of Shares with respect Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee in its sole discretion. Any fractional shares of Common Stock shall be settled in cash. (f) Substitution of SARs for Options. The Committee shall have the power in its sole discretion to which substitute, without the consent of the affected Participant or any holder or beneficiary of SARs, SARs settled in shares of Common Stock Appreciation Right is exercised. At (or settled in shares or cash in the sole discretion of the Administrator, Committee) for outstanding Options, provided that (i) the payment upon substitution shall not otherwise result in a modification of the terms of any such Option, (ii) the number of shares of Common Stock Appreciation Right exercise may underlying the substituted SARs shall be the same as the number of shares of Common Stock underlying such Options and (iii) the Strike Price of the substituted SARs shall be equal to the Exercise Price of such Options; provided, however, that if, in cash, in Shares the opinion of equivalent value, or in some combination thereof. the Company's independent public auditors, the foregoing provision creates adverse accounting consequences for the Company, such provision shall be considered null and void. View More
Stock Appreciation Rights. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each SAR, including but not limited to: (a) whether the SAR is granted independently of an Option or relates to an Option; (b) the grant date, which may not be any day prior to the date that the Administrator approves the grant; (c) the number of Shares to which the SAR relates; (d) the grant price, provided that the grant price shall not be less than the Fair Market Value of the Shares subject to the... SAR as determined on the date of grant; (e) the terms and conditions of exercise or maturity, including vesting; (f) the term, provided that an SAR must terminate no later than ten (10) years after the date of grant; and (g) whether the SAR will be settled in cash, Shares or a combination thereof. If an SAR is granted in relation to an Option, then unless otherwise determined by the Administrator, the SAR shall be exercisable or shall mature at the same time or times, on the same conditions and to the extent and in the proportion, that the related Option is exercisable and may be exercised or mature for all or part of the Shares subject to the related Option. Upon exercise of any number of SARs, the number of Shares subject to the related Option shall be reduced accordingly and such Option may not be exercised with respect to that number of Shares. The exercise of any number of Options that relate to an SAR shall likewise result in an equivalent reduction in the number of Shares covered by the related SAR.View More
Stock Appreciation Rights. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each SAR, including but not limited to: (a) whether the SAR is granted independently of an Option or relates to an Option; (b) the grant date, which may not be any day prior to the date that the Administrator approves the grant; (c) the number of Shares to which the SAR relates; (d) the grant price, provided that the grant price shall not which may never be less than the Fair Market Value of the Share...s subject to the SAR as determined on the date of grant; (e) the terms and conditions of exercise or maturity, including vesting; (f) the term, provided that an SAR must terminate no later than ten (10) years after the date of grant; and (g) whether the SAR will be settled in cash, Shares or a combination thereof. If an SAR is granted in relation to an Option, then unless otherwise determined by the Administrator, the SAR shall be exercisable or shall mature at the same time or times, on the same conditions and to the extent and in the proportion, that the related Option is exercisable and may be exercised or mature for all or part of the Shares subject to the related Option. Upon exercise of any number of SARs, the number of Shares subject to the related Option shall be reduced accordingly and such Option may not be exercised with respect to that number of Shares. The exercise of any number of Options that relate to an SAR shall likewise result in an equivalent reduction in the number of Shares covered by the related SAR.View More
Stock Appreciation Rights. (a)Terms. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each SAR, including but not limited to: (a) (i) whether the SAR is granted independently of an Option or relates to in tandem with an Option; (b) (ii) the grant date, which may not be any day prior to the date that the Administrator approves the grant; (c) (iii) the number of Shares to which the SAR relates; (d) (iv) the grant price, provided that the grant price shall not which may never be... less than the Fair Market Value of the Shares subject to the SAR as determined on the date of grant; (e) (v) the terms and conditions of exercise or maturity, including vesting; (f) (vi) the term, provided that an SAR must terminate no later than ten (10) years after the date of grant; and (g) (vii) whether the SAR will be settled in cash, Shares or a combination thereof. (b)Tandem SARs. If an SAR is granted in relation to an Option, then unless otherwise determined by the Administrator, the SAR shall be exercisable or shall mature at the same time or times, on the same conditions and to the extent and in the proportion, that the related Option is exercisable and may be exercised or mature for all or part of the Shares subject to the related Option. Upon exercise of any number of SARs, the number of Shares subject to the related Option shall be reduced accordingly and such Option may not be exercised with respect to that number of Shares. The exercise of any number of Options that relate to an SAR shall likewise result in an equivalent reduction in the number of Shares covered by the related SAR. View More
Stock Appreciation Rights. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each SAR, including but not limited to: (a) whether the SAR is granted independently of an Option or relates to an Option; (b) the grant date, which may not be any day prior to the date that the Administrator approves the grant; (c) (b) the number of Shares to which the SAR relates; (d) (c) the grant price, provided that the grant price shall not which may never be less than the Fair Market Value of t...he Shares subject to the SAR as determined on the date of grant; (e) (d) the terms and conditions of exercise or maturity, including vesting; (f) (e) the term, provided that an SAR must terminate no later than ten (10) years after the date of grant; and (g) (f) whether the SAR will be settled in cash, Shares or a combination thereof. If an SAR is granted in relation to an Option, then unless otherwise determined by the Administrator, the SAR shall be exercisable or shall mature at the same time or times, on the same conditions A-7 9. Performance and Stock Awards. Subject to the extent terms of this Plan, the Administrator will determine all terms and in the proportion, that the related Option is exercisable and may be exercised conditions of each award of Shares, Restricted Stock, Restricted Stock Units or mature for all or part of the Shares subject to the related Option. Upon exercise of any number of SARs, Performance Units, including but not limited to: (a) the number of Shares subject and/or units to which such Award relates; (b) whether, as a condition for the related Option shall Participant to realize all or a portion of the benefit provided under the Award, one or more Performance Goals must be reduced accordingly and achieved during such Option may not period as the Administrator specifies; (c) the length of the vesting and/or performance period and, if different, the date on which payment of the benefit provided under the Award will be exercised made; (d) with respect to that number Performance Units, whether to measure the value of each unit in relation to a designated dollar value or the Fair Market Value of one or more Shares; and (e) with respect to Restricted Stock Units and Performance Units, whether to settle such Awards in cash, in Shares (including Restricted Stock), or in a combination of cash and Shares. The exercise of any number of Options that relate to an SAR shall likewise result in an equivalent reduction in the number of Shares covered by the related SAR.View More
Stock Appreciation Rights. A Stock Appreciation Right ("SAR") is an award to an eligible Employee, Consultant, or Director that may be settled in cash, or Shares (which may consist of Restricted Stock), having a value equal to (a) the difference between the Fair Market Value on the date of exercise over the Exercise Price multiplied by (b) the number of Shares with respect to which the SAR is being settled (subject to any maximum number of Shares that may be issuable as specified in an Award Agreement). All SARs shall be ...made pursuant to an Award Agreement. 8.1. Terms of SARs. The Committee will determine the terms of each SAR including, without limitation: (a) the number of Shares subject to the SAR; (b) the Exercise Price and the time or times during which the SAR may be settled; (c) the consideration to be distributed on settlement of the SAR; and (d) the effect of the Participant's termination of Service on each SAR. The Exercise Price of the SAR will be determined by the Committee when the SAR is granted, and may not be less than Fair Market Value. A SAR may be awarded upon satisfaction of Performance Factors, if any, during any Performance Period as are set out in advance in the Participant's individual Award Agreement. If the SAR is being earned upon the satisfaction of Performance Factors, then the Committee will: (x) determine the nature, length and starting date of any Performance Period for each SAR; and (y) select from among the Performance Factors to be used to measure the performance, if any. Performance Periods may overlap and Participants may participate simultaneously with respect to SARs that are subject to different Performance Factors and other criteria. 8.2. Exercise Period and Expiration Date. A SAR will be exercisable within the times or upon the occurrence of events determined by the Committee and set forth in the Award Agreement governing such SAR. The SAR Agreement shall set forth the expiration date; provided that no SAR will be exercisable after the expiration of ten (10) years from the date the SAR is granted. The Committee may also provide for SARs to become exercisable at one time or from time to time, periodically or otherwise (including, without limitation, upon the attainment during a Performance Period of performance goals based on Performance Factors), in such number of Shares or percentage of the Shares subject to the SAR as the Committee determines. Except as may be set forth in the Participant's Award Agreement, vesting ceases on the date Participant's Service terminates (unless determined otherwise by the Committee). Notwithstanding the foregoing, the rules of Section 5.6 also will apply to SARs. 8.3. Form of Settlement. Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying (a) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price; times (b) the number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment from the Company for the SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof. The portion of a SAR being settled may be paid currently or on a deferred basis with such interest or dividend equivalent, if any, as the Committee determines, provided that the terms of the SAR and any deferral satisfy the requirements of Section 409A of the Code. 8.4. Termination of Service. Except as may be set forth in the Participant's Award Agreement, vesting ceases on such date Participant's Service terminates (unless determined otherwise by the Committee).View More
Stock Appreciation Rights. A Stock Appreciation Right ("SAR") is (a) Grant of SARs. Subject to the terms and conditions of the Plan, the Administrator, at any time and from time to time, may grant SARs to Service Providers in such amounts as the Administrator will determine in its sole discretion. (b) Award Agreement. Each SAR grant will be evidenced by an award to Award Agreement that will specify the exercise price, the number of Shares underlying the SAR grant, the term of the SAR, the conditions of exercise, and such ...other terms and conditions (which need not be identical among Participants) as the Administrator will determine in its sole discretion. (c) Exercise Price and Other Terms. The per Share exercise price for the exercise of an eligible Employee, Consultant, or Director that may SAR will be settled in cash, or Shares (which may consist of Restricted Stock), having a value equal to (a) the difference between no less than the Fair Market Value per Share on the date of exercise over the Exercise Price multiplied by (b) the number of Shares with respect to which the SAR is being settled (subject to any maximum number of Shares that may be issuable as specified in an Award Agreement). All SARs shall be made pursuant to an Award Agreement. 8.1. Terms of SARs. The Committee will determine the terms of each SAR including, without limitation: (a) the number of Shares subject to the SAR; (b) the Exercise Price Grant Date. (d) Time and the time or times during which the SAR may be settled; (c) the consideration to be distributed on settlement of the SAR; and (d) the effect of the Participant's termination of Service on each SAR. The Exercise Price of the SAR will be determined by the Committee when the SAR is granted, and may not be less than Fair Market Value. A SAR may be awarded upon satisfaction of Performance Factors, if any, during any Performance Period as are set out in advance in the Participant's individual Award Agreement. If the SAR is being earned upon the satisfaction of Performance Factors, then the Committee will: (x) determine the nature, length and starting date of any Performance Period for each SAR; and (y) select from among the Performance Factors to be used to measure the performance, if any. Performance Periods may overlap and Participants may participate simultaneously with respect to SARs that are subject to different Performance Factors and other criteria. 8.2. Exercise Period and Expiration Date. A SAR will be exercisable within the times or upon the occurrence of events determined by the Committee and set forth in the Award Agreement governing such SAR. The SAR Agreement shall set forth the expiration date; provided that no SAR will be exercisable after the expiration of ten (10) years from the date the SAR is granted. The Committee may also provide for SARs to become exercisable at one time or from time to time, periodically or otherwise (including, without limitation, upon the attainment during a Performance Period of performance goals based on Performance Factors), in such number of Shares or percentage of the Shares subject to the SAR as the Committee determines. Except as may be set forth in the Participant's Award Agreement, vesting ceases on the date Participant's Service terminates (unless determined otherwise by the Committee). Notwithstanding the foregoing, the rules of Section 5.6 also will apply to SARs. 8.3. Form of Settlement. Payment of SAR Amount. Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying (a) no greater than: (i) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price; exercise price; times (b) (ii) the number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment from the Company An Award Agreement may provide for the a SAR exercise may to be paid in cash, in Shares of equivalent value, or in some a combination thereof. The portion (e) Forfeiture of a SAR being settled may SARs. All unexercised SARs shall be paid currently or on a deferred basis forfeited to the Company in accordance with such interest or dividend equivalent, if any, as the Committee determines, provided that the terms of the SAR and any deferral satisfy the requirements of Section 409A of the Code. 8.4. Termination of Service. Except as may be conditions set forth in the Participant's Award Agreement and again will become available for grant under the Plan. 7 10. Performance Units and Performance Shares. (a) Grant of Performance Units and Performance Shares. Performance Units or Performance Shares may be granted to Service Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. The Administrator will have complete discretion in determining the number of Performance Units and Performance Shares granted to each Participant. (b) Award Agreement. Each Award of Performance Units and Shares will be evidenced by an Award Agreement that will specify the initial value, the Performance Period, the number of Performance Units or Performance Shares granted, and such other terms and conditions (which need not be identical among Participants) as the Administrator will determine in its sole discretion. (c) Value of Performance Units and Performance Shares. Each Performance Unit will have an initial value that is established by the Administrator on or before the Grant Date. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the Grant Date. (d) Vesting Conditions and Performance Period. The Administrator will set performance objectives or other vesting provisions (including, without limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units or Performance Shares that will be paid out to the Service Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the "Performance Period." The Administrator may set performance objectives based upon the achievement of Company-wide, divisional, or individual goals or any other basis determined by the Administrator in its discretion. (e) Time and Form of Payment. After the applicable Performance Period has ended, the holder of Performance Units or Performance Shares will be entitled to receive a payout of the number of vested Performance Units or Performance Shares by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance objectives or other vesting provisions have been achieved. Vested Performance Units or Performance Shares will be paid as soon as practicable after the expiration of the applicable Performance Period, but in no event later than the 15th day of the third month following the end of the year the applicable Performance Period expired. An Award Agreement may provide for the satisfaction of Performance Unit or Performance Share Awards in cash or Shares (which have an aggregate Fair Market Value equal to the value of the vested Performance Units or Performance Shares at the close of the applicable Performance Period) or in a combination thereof. (f) Forfeiture of Performance Units and Performance Shares. All unvested Performance Units or Performance Shares will be forfeited to the Company on the date set forth in the Award Agreement, vesting ceases on such date Participant's Service terminates (unless determined otherwise by and again will become available for grant under the Committee). Plan. View More
Stock Appreciation Rights. A Stock Appreciation Right ("SAR") is a. Grant of SARs. Subject to the terms and conditions of the Plan, the Administrator, at any time and from time to time, may grant SARs to Service Providers in such amounts as the Administrator will determine in its sole discretion. b. Award Agreement. Each SAR grant will be evidenced by an award to Award Agreement that will specify the exercise price, the number of Shares underlying the SAR grant, the term of the SAR, the conditions of exercise, and such ot...her terms and conditions (which need not be identical among Participants) as the Administrator will determine in its sole discretion. c. Exercise Price and Other Terms. The per Share exercise price for the exercise of an eligible Employee, Consultant, or Director that may SAR will be settled in cash, or Shares (which may consist of Restricted Stock), having a value equal to (a) the difference between no less than the Fair Market Value per Share on the date of exercise over the Exercise Price multiplied by (b) the number of Shares with respect to which the SAR is being settled (subject to any maximum number of Shares that may be issuable as specified in an Award Agreement). All SARs shall be made pursuant to an Award Agreement. 8.1. Terms of SARs. The Committee will determine the terms of each SAR including, without limitation: (a) the number of Shares subject to the SAR; (b) the Exercise Price Grant Date. d. Time and the time or times during which the SAR may be settled; (c) the consideration to be distributed on settlement of the SAR; and (d) the effect of the Participant's termination of Service on each SAR. The Exercise Price of the SAR will be determined by the Committee when the SAR is granted, and may not be less than Fair Market Value. A SAR may be awarded upon satisfaction of Performance Factors, if any, during any Performance Period as are set out in advance in the Participant's individual Award Agreement. If the SAR is being earned upon the satisfaction of Performance Factors, then the Committee will: (x) determine the nature, length and starting date of any Performance Period for each SAR; and (y) select from among the Performance Factors to be used to measure the performance, if any. Performance Periods may overlap and Participants may participate simultaneously with respect to SARs that are subject to different Performance Factors and other criteria. 8.2. Exercise Period and Expiration Date. A SAR will be exercisable within the times or upon the occurrence of events determined by the Committee and set forth in the Award Agreement governing such SAR. The SAR Agreement shall set forth the expiration date; provided that no SAR will be exercisable after the expiration of ten (10) years from the date the SAR is granted. The Committee may also provide for SARs to become exercisable at one time or from time to time, periodically or otherwise (including, without limitation, upon the attainment during a Performance Period of performance goals based on Performance Factors), in such number of Shares or percentage of the Shares subject to the SAR as the Committee determines. Except as may be set forth in the Participant's Award Agreement, vesting ceases on the date Participant's Service terminates (unless determined otherwise by the Committee). Notwithstanding the foregoing, the rules of Section 5.6 also will apply to SARs. 8.3. Form of Settlement. Payment of SAR Amount. Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying (a) no greater than: (i) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price; exercise price; times (b) (ii) the number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment from the Company An Award Agreement may provide for the a SAR exercise may to be paid in cash, in Shares of equivalent value, or in some a combination thereof. The portion e. Forfeiture of a SAR being settled may SARs. All unexercised SARs shall be paid currently or on a deferred basis forfeited to the Company in accordance with such interest or dividend equivalent, if any, as the Committee determines, provided that the terms of the SAR and any deferral satisfy the requirements of Section 409A of the Code. 8.4. Termination of Service. Except as may be conditions set forth in the Participant's Award Agreement and again will become available for grant under the Plan. 8 10. Performance Units and Performance Shares. a. Grant of Performance Units and Performance Shares. Performance Units or Performance Shares may be granted to Service Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. The Administrator will have complete discretion in determining the number of Performance Units and Performance Shares granted to each Participant. b. Award Agreement. Each Award of Performance Units and Shares will be evidenced by an Award Agreement that will specify the initial value, the Performance Period, the number of Performance Units or Performance Shares granted, and such other terms and conditions (which need not be identical among Participants) as the Administrator will determine in its sole discretion. c. Value of Performance Units and Performance Shares. Each Performance Unit will have an initial value that is established by the Administrator on or before the Grant Date. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the Grant Date. d. Vesting Conditions and Performance Period. The Administrator will set performance objectives or other vesting provisions (including, without limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units or Performance Shares that will be paid out to the Service Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the "Performance Period." The Administrator may set performance objectives based upon the achievement of Company-wide, divisional, or individual goals or any other basis determined by the Administrator in its discretion. e. Time and Form of Payment. After the applicable Performance Period has ended, the holder of Performance Units or Performance Shares will be entitled to receive a payout of the number of vested Performance Units or Performance Shares by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance objectives or other vesting provisions have been achieved. Vested Performance Units or Performance Shares will be paid as soon as practicable after the expiration of the applicable Performance Period, but in no event later than the 15th day of the third month following the end of the year the applicable Performance Period expired. An Award Agreement may provide for the satisfaction of Performance Unit or Performance Share Awards in cash or Shares (which have an aggregate Fair Market Value equal to the value of the vested Performance Units or Performance Shares at the close of the applicable Performance Period) or in a combination thereof. f. Forfeiture of Performance Units and Performance Shares. All unvested Performance Units or Performance Shares will be forfeited to the Company on the date set forth in the Award Agreement, vesting ceases on such date Participant's Service terminates (unless determined otherwise by and again will become available for grant under the Committee). Plan. View More
Stock Appreciation Rights. 8.1 Awards of SARs. A Stock Appreciation Right ("SAR") is an award to an eligible Employee, Consultant, or Director a Participant that may be settled in cash, cash or Shares (which may consist of Restricted Stock), Shares, having a value equal to (a) the difference between the Fair Market Value on the date of exercise over the Exercise Price multiplied by (b) the number of Shares with respect to which the SAR is being settled (subject to any maximum number of Shares that may be issuable as speci...fied in an Award Agreement). All SARs shall be made pursuant to an Award Agreement. 8.1. 8.2 Terms of SARs. The Committee will determine the terms of each SAR including, without limitation: (a) the number of Shares subject to the SAR; (b) the Exercise Price and the time or times during which the SAR may be settled; (c) the consideration to be distributed on settlement of the SAR; and (d) the effect of the Participant's termination of Service Termination on each SAR. The Exercise Price of the SAR will be determined by the Committee when the SAR is granted, and may not be less than Fair Market Value. A SAR may be awarded upon satisfaction of Performance Factors, if any, during any Performance Period as are set out in advance in the Participant's individual Award Agreement. If the SAR is being earned upon the satisfaction of Performance Factors, then the Committee will: (x) determine the nature, length and starting date of any Performance Period for each SAR; and SAR, provided that, subject to Section 27 below, the Performance Period shall be a minimum of one year; (y) select from among the Performance Factors to be used to measure the performance, if any. performance goals; and (z) determine the extent to which such SAR has been earned. Performance Periods may overlap and Participants may participate simultaneously with respect to SARs that are subject to different Performance Factors and other criteria. 8.2. If the SAR is not being earned upon the satisfaction of Performance Factors, then the Committee will determine the vesting period of such SAR which, subject to Section 27, shall have a minimum of a three year period. 8.3 Exercise Period and Expiration Date. A SAR will be exercisable within the times or upon the occurrence of events determined by the Committee and set forth in the Award Agreement governing such SAR. The SAR Agreement shall set forth the expiration date; provided that no SAR will be exercisable after the expiration of ten (10) seven years from the date the SAR is granted. The Committee may also provide for SARs to become exercisable at one time or from time to time, periodically or otherwise (including, without limitation, upon the attainment during a Performance Period of performance goals based on Performance Factors), in such number of Shares or percentage of the Shares subject to the SAR as the Committee determines. Except as may be set forth in the Participant's Award Agreement, vesting ceases on the date Participant's Service terminates (unless determined otherwise by the Committee). Notwithstanding the foregoing, the rules of Section 5.6 also will apply to SARs. 8.3. 8 8.4 Form of Settlement. Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying (a) (i) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price; times (b) (ii) the number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment from the Company for the SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof. The portion of a SAR being settled may be paid currently or on a deferred basis with such interest or dividend equivalent, if any, as the Committee determines, provided that the terms of the SAR and any deferral satisfy the requirements of Section 409A of the Code. 8.4. 8.5 Termination of Service. Participation. Except as may be set forth in the Participant's Award Agreement, vesting ceases on such date Participant's Service terminates Termination Date (unless determined otherwise by the Committee). View More
Stock Appreciation Rights. An SAR is a right to receive, without payment to the Company, a number of shares of Common Stock, cash or any combination thereof, the amount of which is determined pursuant to the formula set forth in Section 7.4. An SAR may be granted (a) with respect to any stock option granted under this Plan, either concurrently with the grant of such stock option or at such later time as determined by the Committee (as to all or any portion of the shares of Common Stock subject to the stock option), or (b)... alone, without reference to any related stock option. Each SAR granted by the Committee under this Plan shall be subject to the following terms and conditions: 7.1. Number; Exercise Price. Each SAR granted to any participant shall relate to such number of shares of Common Stock as shall be determined by the Committee, subject to adjustment as provided in Section 11.6. In the case of an SAR granted with respect to a stock option, the number of shares of Common Stock to which the SAR pertains shall be reduced in the same proportion that the holder of the option exercises the related stock option. The exercise price of an SAR will be determined by the Committee, in its discretion, at the date of grant but may not be less than 100% of the Fair Market Value of one share of Common Stock on the date of grant. 7.2. Duration. Subject to earlier termination as provided in Section 11.4, the term of each SAR shall be determined by the Committee but shall not exceed ten years and one day from the date of grant. Unless otherwise provided by the Committee, each SAR shall become exercisable at such time or times, to such extent and upon such conditions as the stock option, if any, to which it relates is exercisable. The Committee may in its discretion accelerate the exercisability of any SAR. 7.3. Exercise. An SAR may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of SARs which the holder wishes to exercise. Upon receipt of such written notice, the Company shall, within 90 days thereafter, deliver to the exercising holder certificates for the shares of Common Stock or cash or both, as determined by the Committee, to which the holder is entitled pursuant to Section 7.4. -4- 7.4. Payment. Subject to the right of the Committee to deliver cash in lieu of shares of Common Stock (which, as it pertains to officers and directors of the Company, shall comply with all requirements of the Exchange Act), the number of shares of Common Stock which shall be issuable upon the exercise of an SAR shall be determined by dividing: (a) the number of shares of Common Stock as to which the SAR is exercised multiplied by the amount of the appreciation in such shares (for this purpose, the "appreciation" shall be the amount by which the Fair Market Value of the shares of Common Stock subject to the SAR on the exercise date exceeds (1) in the case of an SAR related to a stock option, the exercise price of the shares of Common Stock under the stock option or (2) in the case of an SAR granted alone, without reference to a related stock option, an amount which shall be determined by the Committee at the time of grant, subject to adjustment under Section 11.6); by (b) the Fair Market Value of a share of Common Stock on the exercise date. In lieu of issuing shares of Common Stock upon the exercise of a SAR, the Committee may elect to pay the holder of the SAR cash equal to the Fair Market Value on the exercise date of any or all of the shares which would otherwise be issuable. No fractional shares of Common Stock shall be issued upon the exercise of an SAR; instead, the holder of the SAR shall be entitled to receive a cash adjustment equal to the same fraction of the Fair Market Value of a share of Common Stock on the exercise date or to purchase the portion necessary to make a whole share at its Fair Market Value on the date of exercise.View More
Stock Appreciation Rights. An SAR is a right to receive, without payment to the Company, a number of shares of Common Stock, cash or any combination thereof, the amount of which is determined pursuant to the formula set forth in Section 7.4. An SAR may be granted (a) with respect to any stock option Option granted under this Plan, either concurrently with the grant of such stock option Option or at such later time as determined by the Committee (as to all or any portion of the shares of Common Stock subject to the stock o...ption), Option), or (b) alone, without reference to any related stock option. Option. Each SAR granted by the Committee under this Plan shall be subject to the following terms and conditions: 7.1. Number; Exercise Price. conditions. Each SAR granted to any participant shall relate to such number of shares of Common Stock as shall be determined by the Committee, subject to adjustment as provided in Section 11.6. 13. In the case of an SAR granted with respect to a stock option, an Option, the number of shares of Common Stock to which the SAR pertains shall be reduced in the same proportion that the holder of the option Option exercises the related stock option. Option. The exercise price of an SAR will be determined by the Committee, in its discretion, at the date of grant but may not be less than 100% of the Fair Market Value of one share the shares of Common Stock subject thereto on the date of grant. 7.2. Duration. Subject to earlier termination as provided in Section 11.4, the term of each SAR shall be determined by the Committee but shall not exceed ten years and one day from the date of grant. Unless otherwise provided by the Committee, each SAR shall become exercisable at such time or times, to such extent and upon such conditions as the stock option, if any, to which it relates is exercisable. The Committee may in its discretion accelerate the exercisability of any SAR. 7.3. Exercise. An SAR may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of SARs which the holder wishes to exercise. Upon receipt of such written notice, the Company shall, within 90 days thereafter, deliver to the exercising holder certificates for the shares of Common Stock or cash or both, as determined by the Committee, to which the holder is entitled pursuant to Section 7.4. -4- 7.4. Payment. Subject to the right of the Committee to deliver cash in lieu of shares of Common Stock (which, as it pertains to officers and directors of the Company, shall comply with all requirements of the Exchange Act), the number of shares of Common Stock which shall be issuable upon the exercise of an SAR shall be determined by dividing: (a) the number of shares of Common Stock as to which the SAR is exercised multiplied by the amount of the appreciation in such shares (for this purpose, the "appreciation" shall be the amount by which the Fair Market Value of the shares of Common Stock subject to the SAR on the exercise date exceeds (1) in the case of an SAR related to a stock option, an Option, the exercise price of the shares of Common Stock under the stock option Option or (2) in the case of an SAR granted alone, without reference to a related stock option, Option, an amount which shall be determined by the Committee at the time of grant, subject to adjustment under Section 11.6); 13); by (b) the Fair Market Value of a share of Common Stock on the exercise date. In lieu of issuing shares of Common Stock upon the exercise of a SAR, the Committee may elect to pay the holder of the SAR cash equal to the Fair Market Value on the exercise date of any or all of the shares which would otherwise be issuable. No fractional shares of Common Stock shall be issued upon the exercise of an SAR; instead, the holder of the SAR shall be entitled to receive a cash adjustment equal to the same fraction of the Fair Market Value of a share of Common Stock on the exercise date or to purchase the portion necessary to make a whole share at its Fair Market Value on the date of exercise. The exercise of an SAR related to an Option shall be permitted only to the extent that the Option is exercisable under Section 8 on the date of surrender. Any ISO surrendered pursuant to the provisions of this Section 15 shall be deemed to have been converted into a NSO immediately prior to such surrender. View More
Stock Appreciation Rights. An SAR A Stock Appreciation Right, or SAR, is a right to receive, without payment to the Company, a number of shares of Common Stock, Shares, cash or any combination thereof, the number or amount of which is determined pursuant to the formula set forth in Section 7.4. An SAR may be granted (a) with respect to any stock option granted under this Plan, either concurrently with the grant of such stock option or at such later time as determined by the Committee (as to all or any portion of the share...s of Common Stock subject to the stock option), or (b) alone, without reference to any related stock option. 7.5. Each SAR granted by the Committee under this the Plan shall be subject to the following terms and conditions: 7.1. Number; Exercise Price. conditions provided herein. 7.1 Number. Each SAR granted to any participant Participant shall relate to such number of shares of Common Stock as shall be determined by the Committee, subject to adjustment as provided in Section 11.6. In the case of an SAR granted with respect to a stock option, the number of shares of Common Stock to which the SAR pertains shall be reduced in the same proportion that the holder of the option exercises the related stock option. 5.4. 7.2 Exercise Price. The exercise price per Share of an a SAR will shall be determined by the Committee, subject to adjustment under Section 5.4; provided that in its discretion, at no event shall the date of grant but may not exercise price be less than 100% the fair market value of the Fair Market Value of one share of Common Stock a Share on the date of grant. 7.2. Duration. Subject to earlier termination as provided grant, except in the case of a SAR granted in assumption of or substitution for an outstanding award of a company acquired by the Company or with which the Company combines in accordance with the requirements of Section 11.4, the 409A. 7.3 Duration and Time for Exercise. The term of each SAR shall be determined by the Committee Committee, but shall not exceed a maximum term of ten years and one day from the date of grant. Unless otherwise provided by the Committee, each years. Each SAR shall become exercisable at such time or times, times during its term as shall be determined by the Committee, subject to such extent and upon such conditions as Section 5.3(d). Notwithstanding the stock option, if any, to which it relates is exercisable. The foregoing, the Committee may at any time in its discretion accelerate the exercisability of any SAR. 7.3. Exercise. An 7.4 Exercise and Payment. A SAR may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of SARs which that the holder wishes to exercise. Upon receipt of The date that the Company receives such written notice, the Company shall, within 90 days thereafter, deliver to the exercising holder certificates for the shares of Common Stock or cash or both, as determined by the Committee, to which the holder is entitled pursuant to Section 7.4. -4- 7.4. Payment. Subject to the right of the Committee to deliver cash in lieu of shares of Common Stock (which, as it pertains to officers and directors of the Company, shall comply with all requirements of the Exchange Act), the number of shares of Common Stock which notice shall be issuable upon referred to herein as the exercise of an SAR shall be determined by dividing: (a) the number of shares of Common Stock as to which the SAR is exercised multiplied by the amount of the appreciation in such shares (for this purpose, the "appreciation" shall be the amount by which the Fair Market Value of the shares of Common Stock subject to the SAR on the exercise date exceeds (1) in the case of an SAR related to a stock option, the exercise price of the shares of Common Stock under the stock option or (2) in the case of an SAR granted alone, without reference to a related stock option, an amount which shall be determined by the Committee at the time of grant, subject to adjustment under Section 11.6); by (b) the Fair Market Value of a share of Common Stock on the exercise date. In lieu of issuing shares of Common Stock upon the "exercise date." Upon exercise of a SAR, the Committee may elect to pay the holder of the SAR cash equal to the Fair Market Value on the exercise date of any or all of the shares which would otherwise be issuable. No fractional shares of Common Stock shall be issued upon the exercise of an SAR; instead, the holder of the SAR shall be entitled to receive a cash adjustment from the Company an amount equal to the same fraction number of Shares subject to the Fair Market Value SAR that are being exercised multiplied by the excess of (a) the fair market value of a share of Common Stock Share on the exercise date date, over (b) the exercise price specified of the SAR. Payment shall be made in the form of Shares, cash or a combination thereof, as determined by the Committee. 7.5 No Dividend Equivalent Rights. Participants holding SARs shall not be entitled to purchase any dividend equivalent rights for any period of time prior to exercise of the portion necessary to make a whole share at its Fair Market Value on the date of exercise. SAR. View More
Stock Appreciation Rights. An SAR 9.1 Grant of Stock Appreciation Rights. A stock appreciation right, or SAR, is a right to receive, without payment to the Company, a number of shares of Common Stock, cash or any combination thereof, the number or amount of which is determined pursuant to the formula set forth in Section 7.4. An SAR may be granted (a) with respect to any stock option granted under this Plan, either concurrently with the grant of such stock option or at such later time as determined by the Committee (as to... all or any portion of the shares of Common Stock subject to the stock option), or (b) alone, without reference to any related stock option. 9.5. Each SAR granted by the Committee under this the Plan shall be subject to the following terms and conditions: 7.1. Number; Exercise Price. conditions provided herein. 9.2 Number. Each SAR granted to any participant shall relate to such number of shares of Common Stock as shall be determined by the Committee, subject to adjustment as provided in Section 11.6. In the case of an SAR granted with respect to a stock option, the number of shares of Common Stock to which the SAR pertains shall be reduced in the same proportion that the holder of the option exercises the related stock option. 12.5. 9.3 Duration and Time for Exercise. The exercise price of an SAR will be determined by the Committee, in its discretion, at the date of grant but may not be less than 100% of the Fair Market Value of one share of Common Stock on the date of grant. 7.2. Duration. Subject to earlier termination as provided in Section 11.4, the term of each SAR shall be determined by the Committee Committee, but shall not exceed a maximum term of ten years and one day from the date of grant. Unless otherwise provided by the Committee, each years. Each SAR shall become exercisable at such time or times, to such extent and upon such conditions times during its term as shall be determined by the stock option, if any, to which it relates is exercisable. The Committee. Notwithstanding the foregoing, the Committee may in its discretion accelerate the exercisability of any SAR. 7.3. SAR at any time in its discretion in addition to the automatic acceleration of SARs under Section 12.10. 7 9.4 Exercise. An A SAR may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of SARs which that the holder wishes to exercise. Upon receipt of The date that the Company receives such written notice, notice shall be referred to herein as the "Exercise Date." The Company shall, within 90 30 days thereafter, of an Exercise Date, deliver to the exercising holder certificates for the shares of Common Stock or cash or both, as determined by the Committee, to which the holder is entitled pursuant to Section 7.4. -4- 7.4. 9.5 or cash or both, as provided in the Incentive Agreement. 9.5 Payment. Subject to the right of the Committee to deliver cash in lieu of shares of Common Stock (which, as it pertains to officers and directors of the Company, shall comply with all requirements of the Exchange Act), the The number of shares of Common Stock which shall be issuable upon the exercise of an a SAR payable in Common Stock shall be determined by dividing: (a) the number of shares of Common Stock as to which the SAR is exercised exercised, multiplied by the amount of the appreciation in each such shares share (for this purpose, the "appreciation" shall be the amount by which the Fair Market Value of the shares a share of Common Stock subject to the SAR on the exercise date trading day prior to the Exercise Date exceeds (1) in the case "Base Price," which is an amount, not less than the Fair Market Value of an SAR related to a stock option, the exercise price of the shares share of Common Stock under on the stock option or (2) in the case date of an SAR granted alone, without reference to a related stock option, an amount grant, which shall be determined by the Committee at the time of grant, subject to adjustment under Section 11.6); 12.5); by (b) the Fair Market Value of a share of Common Stock on the exercise date. In lieu of issuing shares of Common Stock upon the exercise of a SAR, the Committee may elect to pay the holder of the SAR cash equal to the Fair Market Value on the exercise date of any or all of the shares which would otherwise be issuable. Exercise Date. No fractional shares of Common Stock shall be issued upon the exercise of an a SAR; instead, the holder of the a SAR shall be entitled to receive a cash adjustment equal to the same fraction of the Fair Market Value of a share of Common Stock on the exercise date or to purchase the portion necessary to make a whole share at its Fair Market Value on the date Exercise Date. If so provided in the Incentive Agreement, a SAR may be exercised for cash equal to the Fair Market Value of exercise. the shares of Common Stock that would be issuable under this Section 9.5, if the exercise had been for Common Stock. View More
Stock Appreciation Rights. The Committee shall have the authority to grant SARs under this Plan, either alone or to any optionee in tandem with options (either at the time of grant of the related option or thereafter by amendment to an outstanding option). SARs shall be subject to such terms and conditions as the Committee may specify; however, no SAR shall be exercisable in whole or in part more than ten (10) years after the Grant Date. No SAR may be exercised unless the Fair Market Value of a share of Common Stock of th...e Company on the date of exercise exceeds the exercise price of the SAR or, in the case of SARs granted in tandem with options, the exercise price of any options to which the SARs correspond. Prior to the exercise of the SAR and any delivery of the related Shares represented thereby, the participant shall have no rights as a stockholder with respect to Shares covered by such outstanding SAR (including any dividend or voting rights). SARs granted in tandem with options shall be exercisable only when, to the extent and on the conditions that any related option is exercisable. The exercise of an option shall result in an immediate forfeiture of any related SAR to the extent the option is exercised, and the exercise of an SAR shall cause an immediate forfeiture of any related option to the extent the SAR is exercised. Upon the exercise of an SAR, the participant shall be entitled to a distribution in an amount equal to the difference between the Fair Market Value of a share of Common Stock on the date of exercise and the exercise price of the SAR or, in the case of SARs granted in tandem with options, the exercise price of any option to which the SAR is related, multiplied by the number of Shares as to which the SAR is exercised. The Committee shall decide whether such distribution shall be in cash, in Shares having a Fair Market Value equal to such amount, or in a combination thereof. All SARs will be exercised automatically on the last day prior to the expiration date of the SAR or, in the case of SARs granted in tandem with options, any related option, so long as the Fair Market Value of a share of Common Stock on that date exceeds the exercise price of the SAR or any related option, as applicable. An SAR granted in tandem with options shall expire at the same time as any related option expires and shall be transferable only when, and under the same conditions as, any related option is transferable.View More
Stock Appreciation Rights. The Committee shall have the authority to grant SARs under this Plan, either alone or to any optionee in tandem with options Options (either at the time of grant of the related option Option or thereafter by amendment to an outstanding option). Option). SARs shall be subject to such terms and conditions as the Committee may specify; however, no specify. SARs A-8 shall be subject to a minimum vesting period of at least one (1) year commencing from the Grant Date; provided that up to an aggregate ...540,000 Shares underlying Options and SARs may be issued during the effectiveness of this Plan without being subject to a minimum vesting period. No SAR shall be exercisable in whole or in part more than ten (10) years after the Grant Date. For the purpose of clarity, this Section 7 will not prevent the Committee from accelerating the vesting of any SAR in accordance with any of the provisions set forth in this Plan. No SAR may be exercised unless the Fair Market Value of a share of Common Stock of the Company Share on the date of exercise exceeds the exercise price of the SAR or, in the case of SARs granted in tandem with options, Options, the exercise price of any options Options to which the SARs correspond. Prior to the exercise of the SAR and any delivery of the related Shares represented thereby, the participant shall have no rights as a stockholder with respect to Shares covered by such outstanding SAR (including any dividend or voting rights). SARs granted in tandem with options Options shall be exercisable only when, to the extent and on the conditions that any related option Option is exercisable. The exercise of an option Option shall result in an immediate forfeiture of any related SAR to the extent the option Option is exercised, and the exercise of an SAR shall cause an immediate forfeiture of any related option Option to the extent the SAR is exercised. Upon the exercise of an SAR, the participant shall be entitled to a distribution in an amount equal to the difference between the Fair Market Value of a share of Common Stock Share on the date of exercise and the exercise price of the SAR or, in the case of SARs granted in tandem with options, Options, the exercise price of any option Option to which the SAR is related, multiplied by the number of Shares as to which the SAR is exercised. The Committee shall decide whether such distribution shall be in cash, in Shares having a Fair Market Value equal to such amount, or in a combination thereof. All SARs will be exercised automatically on the last day prior to the expiration date of the SAR or, in the case of SARs granted in tandem with options, Options, any related option, Option, so long as the Fair Market Value of a share of Common Stock on that date exceeds the exercise price of the SAR or any related option, Option, as applicable. An SAR granted in tandem with options Options shall expire at the same time as any related option Option expires and shall be transferable only when, and under the same conditions as, any related option Option is transferable. View More
Stock Appreciation Rights. The Committee shall have the authority to grant SARs under this Plan, either alone or to any optionee in tandem with options (either at the time of grant of the related option or thereafter by amendment to an outstanding option). SARs shall be subject to such terms and conditions as the Committee may specify; however, no specify. In any one calendar year, the Committee shall not grant to any one Participant SARs with respect to a number of Shares of Common Stock in excess of 500,000 shares of Co...mmon Stock. The exercise price of an SAR shall be exercisable in whole must equal or in part more than ten (10) years after the Grant Date. No SAR may be exercised unless exceed the Fair Market Value of a share of Common Stock of the Company on the date of exercise exceeds grant of the SAR except for Substitute Awards, which shall have the exercise price of as determined by the SAR or, in the case of SARs granted in tandem with options, the Committee provided that such exercise price of does not cause the Substitute Award to become subject to Code Section 409A and the Committee takes into consideration any options to which the SARs correspond. third-party voting guidelines. Prior to the exercise of the SAR and any delivery of the related Shares represented thereby, the participant Participant shall have no rights as a stockholder shareholder with respect to Shares covered by such outstanding SAR (including any dividend or voting rights). SARs granted in tandem with options shall be exercisable only when, to the extent and on the conditions that any related option is exercisable. The exercise of an option shall result in an immediate forfeiture of any related SAR to the extent the option is exercised, and the exercise of an SAR shall cause an immediate forfeiture of any related option to the extent the SAR is exercised. Upon the exercise of an SAR, the participant Participant shall be entitled to a distribution from the Company in an amount equal to the difference between the Fair Market Value of a share of Common Stock on the date of exercise and the exercise price of the SAR or, in the case of SARs granted in tandem with options, the exercise price of any option to which the SAR is related, multiplied by the number of Shares as to which the SAR is exercised. The Committee shall decide whether such Such distribution shall be in cash, in cash and/or Shares having a Fair Market Value equal to such amount, or in a any combination thereof. thereof as chosen by the Committee. All SARs will be exercised automatically on the last day prior to the expiration date of the SAR or, in the case of SARs granted in tandem with options, any related option, so long as the Fair Market Value of a share of Common Stock on that date exceeds the exercise price of the SAR or any related option, as applicable. An SAR granted in tandem with options shall expire at the same time as any related option expires and shall be transferable only when, and under the same conditions as, any 12 related option is transferable. Unless otherwise determined by a Participant's Grant Agreement, each SAR shall be subject to the termination and forfeiture provisions as set forth in Section 6.e. View More
Stock Appreciation Rights. The Committee shall have the authority to grant SARs under this Plan, either alone or to any optionee in tandem with options (either at the time of grant of the related option or thereafter by amendment to an outstanding option). SARs shall be subject to such terms and conditions as the Committee may specify; however, no specify. The exercise price of an SAR shall be exercisable in whole must equal or in part more than ten (10) years after the Grant Date. No SAR may be exercised unless exceed th...e Fair Market Value of a share of Common Stock of the Company on the date of exercise exceeds grant of the SAR except for Substitute Awards, which shall have the exercise price of as determined by the SAR or, in the case of SARs granted in tandem with options, the Committee provided that such exercise price of does not cause the Substitute Award to become subject to Code Section 409A and the Committee takes into consideration any options to which the SARs correspond. third-party voting guidelines. Prior to the exercise of the SAR and any delivery of the related Shares represented thereby, the participant Participant shall have no rights as a stockholder shareholder with respect to Shares covered by such outstanding SAR (including any dividend or voting rights). SARs granted in tandem with options shall be exercisable only when, to the extent and on the conditions that any related option is exercisable. The exercise of an option shall result in an immediate forfeiture of any related SAR to the extent the option is exercised, and the exercise of an SAR shall cause an immediate forfeiture of any related option to the extent the SAR is exercised. Upon the exercise of an SAR, the participant Participant shall be entitled to a distribution from the Company in an amount equal to the difference between the Fair Market Value of a share of Common Stock on the date of exercise and the exercise price of the SAR or, in the case of SARs granted in tandem with options, the exercise price of any option to which the SAR is related, multiplied by the number of Shares as to which the SAR is exercised. The Committee shall decide whether such Such distribution shall be in cash, in cash and/or Shares having a Fair Market Value equal to such amount, or in a any combination thereof. thereof as chosen by the Committee. 9 All SARs will be exercised automatically on the last day prior to the expiration date of the SAR or, in the case of SARs granted in tandem with options, any related option, so long as the Fair Market Value of a share of Common Stock on that date exceeds the exercise price of the SAR or any related option, as applicable. An SAR granted in tandem with options shall expire at the same time as any related option expires and shall be transferable only when, and under the same conditions as, any related option is transferable. Unless otherwise determined by a Participant's Grant Agreement, each SAR shall be subject to the termination and forfeiture provisions as set forth in Section 6(e). View More
Stock Appreciation Rights. 7.1 Awards of SARs. 7.2 Exercise Period and Expiration Date. 7.3 Exercise Price. 7.4 Termination. 7.4.1 Other than Death or Disability or for Cause. 7.4.2 Death or Disability.
Stock Appreciation Rights. 7.1 Awards of SARs. 7.2 Exercise Period and Expiration Date. 7.3 Exercise Price. 7.4 Termination. 7.4.1 Other than Death or Disability or for Cause. 7.4.2 Death or Disability. 7.4.3 For Cause.
Stock Appreciation Rights. 7.1 Awards of SARs. 7.2 Exercise Period and Expiration Date. 7.3 Exercise Price. 7.4 Termination. 7.4.1 Other than Death or Disability or for Cause. 7.4.2 Death or Disability. 7.4.3 For Cause.
Stock Appreciation Rights. 7.1 Awards of SARs. 7.2 Exercise Period and Expiration Date. 7.3 Exercise Price. 7.4 Termination. 7.4.1 Other than Death or Disability or for Cause. 7.4.2 Death or Disability. 7.4.3 For Cause.
Stock Appreciation Rights. Any Option granted under the Plan may include a SAR, either at the time of grant or by amendment except that in the case of an Incentive Stock Option, such SAR shall be granted only at the time of grant of the related Option. The Committee may also award to Participants SARs independent of any Option. A SAR shall be subject to such terms and conditions not inconsistent with the Plan as the Committee shall impose, including, but not limited to, the following: (a) Vesting. A SAR granted in connect...ion with an Option shall become exercisable, be transferable and shall lapse according to the same vesting schedule, transferability and lapse rules that are established by the Committee for the Option. A SAR granted independent of an Option shall become exercisable, be transferable and shall lapse in accordance with a vesting schedule, transferability, and lapse rules established by the Committee. (b) Failure to Exercise. If on the last day of the Option Period (or in the case of a SAR independent of an Option, the SAR period established by the Committee), the Fair Market value of the Stock exceeds the Option Price, the Holder has not exercised the Option or SAR, and neither the Option nor the SAR has lapsed, such SAR shall be deemed to have been exercised by the Holder on such last day and Prime Meridian shall make the appropriate payment therefor. (c) Payment. The amount of additional compensation which may be received pursuant to the award of one SAR is the excess, if any, of the Fair Market Value of one share of Stock on the Appreciation Date over the Option Price, as defined in Section 7(a) herein, in the case of a SAR granted in connection with an Option, or the Fair Market Value of one (1) share of Stock on the Date of Grant, in the case of a SAR granted independent of an Option. The Company shall pay such excess in cash, in shares of Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Fractional shares shall be settled in cash. (d) Designation of Appreciation Date. A Participant may designate an Appreciation Date at such time or times as may be determined by the Committee at the time of grant by filing an irrevocable written notice with the Committee or its designee, specifying the number of SARs to which the Appreciation Date relates, and the date on which such SARs were awarded. Such time or times determined by the Committee may take into account any applicable "window periods" required by Rule 16b-3 under the Exchange Act. (e) Expiration. Except as otherwise provided in the case of SARs granted in connection with Options, the SARs shall expire on a date designated by the Committee which is not later than ten (10) years after the date on which the SAR was awarded.View More
Stock Appreciation Rights. Any 10.1. Grant of Stock Appreciation Rights. Subject to the terms of the Plan, any Option granted under the Plan may include a SAR, either at the time of grant or by amendment except that in the case of an Incentive Stock Option, such SAR shall be granted only at the time of grant of the related Option. The Committee may also award to Participants SARs independent of any Option. Option, and the per Share exercise price of any such SAR shall be no less than 100% of the Fair Market Value per Shar...e on the Grant Date. A SAR shall be subject to such terms and conditions not inconsistent with the Plan as the Committee shall impose, including, but not limited to, impose. Each grant of a SAR shall be evidenced by an Award Agreement in such form as the following: (a) Committee shall from time to time approve. 10.2. Vesting. A SAR granted in connection with an Option shall become exercisable, be transferable and shall lapse according to the same vesting schedule, transferability and lapse rules that are established by the Committee for the Option. A SAR granted independent of an Option shall become exercisable, be transferable and shall lapse in accordance with a vesting schedule, transferability, transferability and lapse rules established by the Committee. (b) 10.3. Failure to Exercise. If An Award Agreement may specify that, if on the last day of the Option Period period (or in the case of a SAR independent of an Option, the SAR period established by the Committee), the Fair Market value Value of the Stock stock exceeds the Option Price, exercise price, the Holder Participant has not exercised the Option or SAR, and neither the Option nor the SAR has lapsed, such SAR shall be deemed to have been exercised by the Holder Participant on such last day and Prime Meridian the Company shall make the appropriate payment therefor. (c) 11 10.4. Payment. The amount of additional compensation which may be received pursuant to the award of one SAR is the excess, if any, of the Fair Market Value of one share of Class A Common Stock on the Appreciation Date over the Option Price, as defined in Section 7(a) herein, exercise price, in the case of a SAR granted in connection with an Option, or the Fair Market Value of one (1) share of Class A Common Stock on the Date of Grant, date the SAR is granted, in the case of a SAR granted independent of an Option. The Company shall pay such excess in cash, in shares of Class A Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Fractional shares shall be settled in cash. (d) 10.5. Designation of Appreciation Date. A Participant may designate an Appreciation Date at such time or times as may be determined by the Committee at the time of grant by filing an irrevocable written notice with the Committee or its designee, specifying the number of SARs to which the Appreciation Date relates, and the date on which such SARs were awarded. Such time or times determined by the Committee may take into account any applicable "window periods" required by Rule 16b-3 under the Exchange Act. (e) 10.6. Expiration. Except as otherwise provided in the case of SARs granted in connection with Options, the SARs shall expire on a date designated by the Committee which is which, in either event, shall not be later than ten (10) years after the date on which the SAR was awarded. Notwithstanding the foregoing, other than as would otherwise result in the violation of Section 409A of the Code, an Award Agreement may specify that the term of Awards of SARs shall be extended automatically if the SARs would expire at a time when trading in Shares is prohibited by law or the Company's Insider Trading Policy to the 30th day after the expiration of the prohibition; provided that no extension will be made if the per Share exercise price of such SAR at the date the term would otherwise expire is above the Fair Market Value of such Share. View More
Stock Appreciation Rights. Any 10.1 Grant of Stock Appreciation Rights. Subject to the terms of the Plan, any Option granted under the Plan may include a SAR, either at the time of grant or by amendment except that in the case of an Incentive Stock Option, such SAR shall be granted only at the time of grant of the related Option. The Committee may also award to Participants SARs independent of any Option. A SAR shall be subject to such terms and conditions not inconsistent with the Plan as the Committee shall impose, incl...uding, but not limited to, impose. Each grant of a SAR shall be evidenced by an Award Agreement in such form as the following: (a) Committee shall from time to time approve. 10.2 Vesting. A SAR granted in connection with an Option shall become exercisable, be transferable and shall lapse according to the same vesting schedule, transferability and lapse rules that are established by the Committee for the Option. A SAR granted independent of an Option shall become exercisable, be transferable and shall lapse in accordance with a vesting schedule, transferability, transferability and lapse rules established by the Committee. (b) Notwithstanding the above, a SAR shall not be exercisable by a person subject to Section 16(b) of the Exchange Act for at least six (6) months following the date the SAR is granted. 10.3 Failure to Exercise. If on the last day of the Option Period period (or in the case of a SAR independent of an Option, the SAR period established by the Committee), the Fair Market value Value of the Stock stock exceeds the Option Price, exercise price, the Holder Participant has not exercised the Option or SAR, and neither the Option nor the SAR has lapsed, such SAR shall be deemed to have been exercised by the Holder Participant on such last day and Prime Meridian the Company shall make the appropriate payment therefor. (c) 10.4 Payment. The amount of additional compensation which may be received pursuant to the award of one SAR is the excess, if any, of the Fair Market Value of one share of Common Stock on the Appreciation Date over the Option Price, as defined in Section 7(a) herein, exercise price, in the case of a SAR granted in connection with an Option, or the Fair Market Value of one (1) share of Common Stock on the Date of Grant, date the SAR is granted, in the case of a SAR granted independent of an Option. The Company shall pay such excess in cash, in shares of Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Fractional shares shall be settled in cash. (d) 10.5 Designation of Appreciation Date. A Participant may designate an Appreciation Date at such time or times as may be determined by the Committee at the time of grant by filing an irrevocable written notice with the Committee or its designee, specifying the number of SARs to which the Appreciation Date relates, and the date on which such SARs were awarded. Such time or times determined by the Committee may take into account any applicable "window periods" required by Rule 16b-3 under the Exchange Act. (e) 10.6 Expiration. Except as otherwise provided in the case of SARs granted in connection with Options, the SARs shall expire on a date designated by the Committee which is not later than ten (10) years after the date on which the SAR was awarded. View More
Stock Appreciation Rights. A "Stock Appreciation Right" is a right that entitles the Awardee to receive, in cash or Shares (as determined by the Administrator), value equal to or otherwise based on the excess of (i) the Fair Market Value of a specified number of Shares at the time of exercise over (ii) the aggregate exercise price of the right, as established by the Administrator on the Grant Date. Stock Appreciation Rights may be granted to Awardees either alone ("freestanding") or in addition to or in tandem with other ...Awards granted under the Plan and may, but need not, relate to a specific Option granted under Section 8 of the Plan. Any Stock Appreciation Right granted in tandem with an Option may be granted at the same time such Option is granted or at any time thereafter before exercise or expiration of such Option, and shall be based on the Fair Market Value of one Share on the Grant Date or, if applicable, on the Grant Date of the Option with respect to a Stock Appreciation Right granted in exchange for or in tandem with, but subsequent to, the Option (subject to the requirements of Section 409A of the Code). All Stock Appreciation Rights under the Plan, other than Conversion Awards, shall be granted subject to the same terms and conditions applicable to Options as set forth in Section 8 of the Plan. Subject to the provisions of Section 8 of the Plan, the Administrator may impose such other conditions or restrictions on any Stock Appreciation Right as it shall deem appropriate.View More
Stock Appreciation Rights. A "Stock Stock Appreciation Right" is a right that Right entitles the Awardee to receive, in cash or Shares (as determined by the Administrator), value equal to or otherwise based on the excess of (i) the Fair Market Value of a specified number of Shares at the time of exercise over (ii) the aggregate exercise price of the right, as established by the Administrator on the Grant Date. All Stock Appreciation Rights under the Plan shall be granted subject to the same terms and conditions applicable... to Options as set forth in Section 8. Stock Appreciation Rights may be granted to Awardees either alone ("freestanding") or in addition to or in tandem with other Awards granted under the Plan and may, but need not, relate to a specific Option granted under Section 8. of the Plan. Any However, any Stock Appreciation Right granted in tandem with an Option may be granted at the same time such Option is granted or at any time thereafter before exercise or expiration of such Option, and shall be based on the Fair Market Value of one Share on the Grant Date or, if applicable, on the Grant Date of the Option with respect to a Stock Appreciation Right granted in exchange for or in tandem with, but subsequent to, the Option (subject to the requirements of Section 409A of the Code). All Stock Appreciation Rights under the Plan, other than Conversion Awards, shall be granted subject to the same terms and conditions applicable to Options as set forth in Section 8 of the Plan. Subject to the provisions of Section 8 of the Plan, 8, the Administrator may impose such other conditions or restrictions on any Stock Appreciation Right as it shall deem appropriate. View More
Stock Appreciation Rights. A "Stock Appreciation Right" is a right that entitles the Awardee to receive, in cash or Shares (as determined by the Administrator), value equal to or otherwise based on the excess of (i) the Fair Market Value of a specified number of Shares at the time of exercise over (ii) the aggregate exercise base price of the right, as established by the Administrator on the Grant Date. Stock Appreciation Rights may be granted to Awardees either alone ("freestanding") or in addition to or in tandem with o...ther Awards granted under the Plan and may, but need not, relate to a specific Option granted under Section Sections 8 and 9 of the Plan. Any Stock Appreciation Right granted in tandem with an Option may be granted at the same time such Option is granted or at any time thereafter before exercise or expiration of such Option, and shall be based on the Fair Market Value of one Share on the Grant Date or, if applicable, on the Grant Date of the Option with respect to a Stock Appreciation Right granted in exchange for or in tandem with, but subsequent to, the Option (subject to the requirements of Section 409A of the Code). Option. All Stock Appreciation Rights under the Plan, other than Conversion Awards, Plan shall be granted subject to the same terms and conditions applicable to Options as set forth in Section Sections 8 and 9 of the Plan. Plan, including without limitation the prohibition on repricing in Section 8(c); provided, however, that Stock Appreciation Rights granted in tandem with a previously granted Option shall have the terms and conditions of such Option. Subject to the provisions of Section Sections 8 and 9 of the Plan, the Administrator may impose such other conditions or restrictions on any Stock Appreciation Right as it shall deem appropriate. Stock Appreciation Rights may be settled in Shares or cash as determined by the Administrator. View More
Stock Appreciation Rights. Stock Appreciation Rights ("SARs") may be granted to participants at any time as determined by the Committee. Notwithstanding any other provision of the Plan, the Committee may, in its discretion, substitute SARs which can be settled only in stock for outstanding Stock Options. The grant price of a substitute SAR shall be equal to the Exercise Price of the related Stock Option and the substitute SAR shall have substantive terms (e.g., duration) that are equivalent to the related Stock Option. Th...e grant price of any other SAR shall be equal to the Fair Market Value of Motorola Solutions' common stock on the date of its grant. An SAR may not include the right to be credited with dividend equivalents. An SAR may be exercised upon such terms and conditions and for the term as the Committee in its sole discretion determines; provided, however, that the term shall not exceed the Stock Option term in the case of a substitute SAR or ten years in the case of any other SAR, and the terms and conditions applicable to a substitute SAR shall be substantially the same as those applicable to the Stock Option which it replaces. Upon exercise of an SAR, the participant shall be entitled to receive payment from Motorola Solutions in an amount determined by multiplying the excess of the Fair Market Value of a share of Motorola Solutions' common stock on the date of exercise over the grant price of the SAR by the number of shares with respect to which the SAR is exercised. The payment may be made in cash or stock, at the discretion of the Committee, except in the case of a substitute SAR payment which may be made only in stock. Except with respect to certain adjustments under Section 16 hereof, the terms of outstanding awards may not be amended to reduce the grant price of outstanding SARs or cancel outstanding SARs in exchange for cash, other awards or SARs with a grant price that is less than the grant price of the original SARs without stockholder approval.View More
Stock Appreciation Rights. Stock Appreciation Rights ("SARs") SARs may be granted to participants Participants at any time as determined by the Committee. Notwithstanding any other provision of the Plan, the Committee may, in its discretion, substitute SARs which can be settled only in stock Stock for outstanding Stock Options. Options ("Substitute SARs"). The grant price of a substitute Substitute SAR shall be equal to the Exercise Price exercise price of the related Stock Option and the substitute Substitute SAR shall h...ave substantive terms (e.g., duration) that are equivalent to the related Stock Option. The grant price of any other SAR shall not be equal to less than 100% of the Fair Market Value of Motorola Solutions' common stock the Stock on the date of its grant. An SAR may not include grant unless the right SARs are substitute, assumed or converted SARs granted pursuant to be credited with dividend equivalents. section 17 hereto. An SAR may be exercised upon such terms and conditions and for the term as the Committee in its sole discretion determines; provided, however, that the term shall not exceed the Stock Option term in the case of a substitute Substitute SAR or ten years from the date of grant in the case of any other SAR, and the terms and conditions applicable to a substitute Substitute SAR shall be substantially the same as those applicable to the Stock Option which it replaces. Upon exercise the expiration date of an SAR, the participant shall SAR will be entitled to receive payment from Motorola Solutions in an amount determined by multiplying the excess of automatically exercised if the Fair Market Value of a share of Motorola Solutions' common stock Stock on the expiration date exceeds the grant price of the SAR. Upon exercise of an SAR, the Participant shall be entitled to receive payment from the Company in an amount determined by multiplying (a) the difference between the Fair Market Value of a share of Stock on the date of exercise over and the grant price of the SAR by (b) the number of shares with respect to which the SAR is exercised. The payment may be made in cash or stock, Stock, at the discretion of the Committee, except in the case of a substitute Substitute SAR payment which may be made only in stock. Except with respect to certain adjustments under Section 16 hereof, the terms of outstanding awards may not be amended to reduce the grant price of outstanding SARs or cancel outstanding SARs in exchange for cash, other awards or SARs with a grant price that is less than the grant price of the original SARs without stockholder approval. Stock. View More
Stock Appreciation Rights. Stock Appreciation Rights ("SARs") may be granted to participants at any time as determined by the Committee. Notwithstanding any other provision of the Plan, the Committee may, in its discretion, substitute SARs which can be settled only in stock for outstanding Stock Options. The grant price of a substitute SAR shall be equal to the Exercise Price of the related Stock Option and the substitute SAR shall have substantive terms (e.g., duration) that are equivalent to the related Stock Option. Th...e Except with respect to awards under Section 16 of the Plan, the grant price of any other SAR shall be equal to the Fair Market Value of Motorola Solutions' common stock on the date of its grant. An SAR may not include the right to be credited with dividend equivalents. An SAR may be exercised upon such terms and conditions and for the term as the Committee in its sole discretion determines; provided, however, that the term shall not exceed the Stock Option term in the case of a substitute SAR or ten years in the case of any other SAR, and the terms and conditions applicable to a substitute SAR shall be substantially the same as those applicable to the Stock Option which it replaces. Upon exercise of an SAR, the participant shall be entitled to receive payment from Motorola Solutions in an amount determined by multiplying the excess of the Fair Market Value of a share of Motorola Solutions' common stock on the date of exercise over the grant price of the SAR by the number of shares with respect to which the SAR is exercised. The payment may be made in cash or stock, at the discretion of the Committee, except in the case of a substitute SAR payment which may be made only in stock. Except with respect to certain adjustments under Section 16 15 hereof, the terms of outstanding awards may not be amended to reduce the grant price of outstanding SARs or cancel outstanding SARs in exchange for cash, other awards or SARs with a grant price that is less than the grant price of the original SARs without stockholder approval. 3 8. Restricted Stock and Restricted Stock Units. Restricted Stock and Restricted Stock Units may be awarded or sold to participants under such terms and conditions as shall be established by the Committee. "Restricted Stock" provides participants the right to receive shares after vesting in accordance with the terms of such grant upon the attainment of certain conditions specified by the Committee. "Restricted Stock Units" provide participants the right to receive shares or, if provided in an award agreement, cash, at a future date after vesting in accordance with the terms of such grant upon the attainment of certain conditions specified by the Committee. Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee determines, including, without limitation, any of the following: (a) a prohibition against sale, assignment, transfer, pledge, hypothecation or other encumbrance for a specified period; (b) a requirement that the holder forfeit (or in the case of shares or units sold to the participant, resell to Motorola Solutions at cost) such shares or units in the event of termination of employment during the period of restriction; or (c) the attainment of performance goals including without limitation those described in Section 13 hereof. All restrictions shall expire at such times as the Committee shall specify. In the Committee's discretion, participants may be entitled to dividends or dividend equivalents on awards of Restricted Stock or Restricted Stock Units, which shall not be payable until such time as the award of Restricted Stock or Restricted Stock Unit vests in accordance with the terms of such grant. View More
Stock Appreciation Rights. 8.1 Awards of SARs. 8.2 Terms of SARs. 8.3 Exercise Period and Expiration Date. 8.4 Form of Settlement. 8.5 Termination of Participation.
Stock Appreciation Rights. 8.1 Awards 8.1Awards of SARs. 8.2 Terms of SARs. 8.3 Exercise 8.3Exercise Period and Expiration Date. 8.4 Form 8.4Form of Settlement. 8.5 Termination 8.5Termination of Participation.
Stock Appreciation Rights. 8.1 Awards of SARs. 8.2 Terms of SARs. 8.3 Exercise Period and Expiration Date. 8.4 Form of Settlement. 8.5 Termination of Participation.
