Stock Appreciation Rights Clause Example with 504 Variations from Business Contracts
This page contains Stock Appreciation Rights clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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
Variations of a "Stock Appreciation Rights" Clause from Business Contracts
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 reflected in the 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. Except as otherwise provided by the Administrator and will Committee in the case of Substitute Awards, 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. (i) 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. A SAR granted independent of an Option shall vest and become exercisable and shall expire in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (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 12 Company's insider trading policy (or Company-imposed "blackout period"), the SAR Period shall be automatically extended until the 30th day following the expiration of such prohibition. (ii) An Award agreement may provide that a Participant's any or all SARs outstanding as of such Participant's Termination may expire and/or terminate prior to the expiration of the SAR Period. (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 are 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 share of Common Stock on the 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 employment 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 Nonqualified Stock 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 Nonqualified Stock Options, provided that (i) the payment upon substitution shall not otherwise result in a modification of the terms of any such Nonqualified Stock Appreciation Right exercise may Option, (ii) the number of shares of Common Stock underlying the substituted SARs shall be the same as the number of shares of Common Stock underlying such Nonqualified Stock Options and (iii) the Strike Price of the substituted SARs shall be equal to the Exercise Price of such Nonqualified Stock 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. (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 reflected in the 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. Except as otherwise provided by the Administrator and will Committee in the case of Substitute Awards, 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 Exercise Price of the Stock Appreciation Right corresponding Option. 13 (c) Vesting and Expiration; Termination. (i) A SAR granted in connection with an Option shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject become exercisable and shall expire according to the same vesting schedule and expiration 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, corresponding Option. A SAR granted independent of an Option shall vest and become exercisable in such manner and on such date or dates or upon such events as determined by the Committee; provided, however, that notwithstanding any such vesting dates or events, the Committee may in its sole discretion, will determine. (e) Expiration discretion accelerate the vesting of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will any SAR at any time and for any reason. SARs shall expire upon the a date determined by the Administrator, in its sole discretion, and set forth 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. (ii) Unless otherwise provided by the Committee, whether in an Award Agreement. Notwithstanding agreement or otherwise, in the foregoing, event of: (A) a Participant's Termination by the rules Service Recipient for Cause, all outstanding SARs granted to such Participant shall immediately terminate and expire; (B) a Participant's Termination due to death or Disability, each outstanding unvested SAR granted to such Participant shall immediately terminate and expire, and each outstanding vested SAR shall remain exercisable for one (1) year thereafter (but in no event beyond the expiration of Section 6(d) relating the SAR Period); and (C) a Participant's Termination for any other reason, each outstanding unvested SAR granted to such Participant shall immediately terminate and expire, and each outstanding vested SAR shall remain exercisable for ninety (90) days thereafter (but in no event beyond the expiration of the SAR Period). (d) Method of Exercise. SARs which have become exercisable may be exercised by delivery of written or electronic notice of exercise to the maximum term also will apply Company in accordance with the terms of the Award, specifying the number of SARs to Stock Appreciation Rights. (f) Payment of Stock Appreciation Right Amount. be exercised and the date on which such SARs were awarded. (e) Payment. Upon the exercise of a Stock Appreciation Right, a Participant will be entitled to receive a payment from SAR, the Company in shall pay to the Participant an amount determined equal to the number of shares subject to the SAR that is being exercised multiplied by multiplying: (i) The difference between the excess of the Fair Market Value of a Share one (1) share of Common Stock on the 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, employment 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. Any fractional shares of Common Stock shall be settled in cash. 14 (f) Substitution of SARs for Nonqualified Stock Options. The Committee shall have the authority 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 Nonqualified Stock Options; provided that (i) the payment upon substitution shall not otherwise result in a modification of the terms of any such Nonqualified Stock Appreciation Right exercise may Option; (ii) the number of shares of Common Stock underlying the substituted SARs shall be in cash, in Shares the same as the number of equivalent value, or in some combination thereof. shares of Common Stock underlying such Nonqualified Stock Options; and (iii) the Strike Price of the substituted SARs shall be equal to the Exercise Price of such Nonqualified Stock Options. 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 reflected in the 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. Except as otherwise provided by the Administrator and will Committee in the case of Substitute Awards, 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 Exercise Price of the Stock Appreciation Right corresponding Option. (c) Vesting and Expiration; Termination. (i) A SAR granted in connection with an Option shall automatically result become exercisable and shall expire according to the same vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by the cancellation Committee including, without limitation, those set forth in Section 5(a) of the Option. Otherwise, Plan; provided, however, that notwithstanding any such vesting dates or events, 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, Committee may, in its sole discretion, will determine. (e) Expiration accelerate the vesting of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will any SAR at any time and for any reason. SARs shall expire upon the a date determined by the Administrator, in its sole discretion, and set forth Committee, not to exceed ten 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. (ii) Unless otherwise provided by the Committee, whether in an Award Agreement. Notwithstanding Agreement or otherwise, in the foregoing, event of: (A) a Participant's Termination by the rules Service Recipient for Cause, all outstanding SARs granted to such Participant shall immediately terminate and expire; (B) a Participant's Termination due to death or Disability, each outstanding unvested SAR granted to such Participant shall immediately terminate and 14 expire, and each outstanding vested SAR shall remain exercisable for one year thereafter (but in no event beyond the expiration of Section 6(d) relating the SAR Period); and (C) a Participant's Termination for any other reason, each outstanding unvested SAR granted to such Participant shall immediately terminate and expire, and each outstanding vested SAR shall remain exercisable for 90 days thereafter (but in no event beyond the expiration of the SAR Period). (d) Method of Exercise. SARs which have become exercisable may be exercised by delivery of written or electronic notice of exercise to the maximum term also will apply Company in accordance with the terms of the Award, specifying the number of SARs to Stock Appreciation Rights. (f) Payment of Stock Appreciation Right Amount. be exercised and the date on which such SARs were awarded. (e) Payment. Upon the exercise of a Stock Appreciation Right, a Participant will be entitled to receive a payment from SAR, the Company in shall pay to the Participant an amount determined equal to the number of shares subject to the SAR that is being exercised multiplied by multiplying: (i) The difference between the excess of the Fair Market Value of a Share one share of Common Stock on the exercise date of exercise over the exercise price; times (ii) The number of Shares Strike Price, less an amount equal to any Federal, state, local, and non-U.S. income, employment, and any other applicable taxes that are statutorily required to be withheld in accordance with respect to which the Stock Appreciation Right is exercised. At the discretion Section 14(d) of the Administrator, the payment upon Stock Appreciation Right exercise may be Plan. The Company shall pay such amount in cash, in Shares shares of equivalent value, Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Any fractional shares of Common Stock shall be settled in some combination thereof. cash. 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 reflected in the 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. Except as otherwise provided by the Administrator and will Committee in the case of Substitute Awards, 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 Exercise Price of the Stock Appreciation Right corresponding Option. (c) Vesting and Expiration; Termination. (i) A SAR granted in connection with an Option shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject become exercisable and shall expire according to the same vesting schedule and expiration 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, corresponding Option. A SAR granted independent of an Option shall vest and become exercisable in such manner and on such date or dates or upon such events as determined by the Committee; provided, however, that, notwithstanding any such vesting dates or events, the Committee may, in its sole discretion, will determine. (e) Expiration accelerate the vesting of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will any SAR at any time and for any reason. SARs shall expire upon the a date determined by the Administrator, in its sole discretion, and set forth Committee, not to exceed ten 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. (ii) Unless otherwise provided by the Committee, whether in an Award Agreement. Notwithstanding agreement or otherwise, in the foregoing, event of (A) a Participant's Termination by the rules Service Recipient for Cause, all outstanding SARs granted to such Participant shall immediately terminate and expire, (B) a Participant's Termination due to death or Disability, each outstanding unvested SAR granted to such Participant shall immediately terminate and expire, and each outstanding vested SAR shall remain exercisable for one (1) year thereafter (but in no event beyond the expiration of Section 6(d) relating the SAR Period) and (C) a 13 Participant's Termination for any other reason, each outstanding unvested SAR granted to such Participant shall immediately terminate and expire, and each outstanding vested SAR shall remain exercisable for ninety (90) days thereafter (but in no event beyond the expiration of the SAR Period). (d) Method of Exercise. SARs which have become exercisable may be exercised by delivery of written or electronic notice of exercise to the maximum term also will apply Company in accordance with the terms of the Award, specifying the number of SARs to Stock Appreciation Rights. (f) Payment of Stock Appreciation Right Amount. be exercised and the date on which such SARs were awarded. (e) Payment. Upon the exercise of a Stock Appreciation Right, a Participant will be entitled to receive a payment from SAR, the Company in shall pay to the Participant an amount determined equal to the number of shares subject to the SAR that are being exercised multiplied by multiplying: (i) The difference between the excess of the Fair Market Value of a Share one share of Common Stock on the 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, employment, 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. Any fractional shares of Common Stock shall be settled in cash. (f) Substitution of SARs for Nonqualified Stock Options. The Committee shall have the authority 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 Nonqualified Stock Options, provided that (i) the payment upon substitution shall not otherwise result in a modification of the terms of any such Nonqualified Stock Appreciation Right exercise may Option, (ii) the number of shares of Common Stock underlying the substituted SARs shall be in cash, in Shares the same as the number of equivalent value, or in some combination thereof. shares of Common Stock underlying such Nonqualified Stock Options and (iii) the Strike Price of the substituted SARs shall be equal to the Exercise Price of such Nonqualified Stock Options. 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, in written or electronic form, which agreement need not be the same for each Participant. 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 Administr...ator 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 reflected in the 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. 14 (b) Strike Price. Except as otherwise provided by the Administrator and will Committee in the case of Substitute Awards, 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. (i) 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. A SAR granted independent of an Option shall vest and become exercisable and shall expire in such manner and on such date or dates or upon such events determined by the Committee and shall expire after such period, not to exceed 10 years, as may be determined by the Committee (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"), the SAR Period shall be automatically extended until the 30th day following the expiration of such prohibition. (ii) The terms and conditions with respect to the treatment of SARs in the event of a Participant's Termination shall be determined by the Committee and reflected in the applicable Award agreement. 15 (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 are 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 share of Common Stock on the 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, employment 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. Any fractional shares of Common Stock shall be settled in cash. (f) Substitution of SARs for Nonqualified Stock Options. The Committee shall have the authority 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 Nonqualified Stock Options, provided that (i) the payment upon substitution shall not otherwise result in a modification of the terms of any such Nonqualified Stock Appreciation Right exercise may Option, (ii) the number of shares of Common Stock underlying the substituted SARs shall be the same as the number of shares of Common Stock underlying such Nonqualified Stock Options and (iii) the Strike Price of the substituted SARs shall be equal to the Exercise Price of such Nonqualified Stock 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. (a) Grant Generally. Each SAR granted under this Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each SAR so granted shall be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with this Plan as may be reflected in the applicable Award agreement. Any Option granted under this Plan may inc...lude tandem SARs. The Committee also may award SARs to Eligible Persons independent of Stock Appreciation Rights. Subject any Option. (b) Exercise Price. The Exercise Price per Common Share for each Option shall not be less than 100% of the Fair Market Value of such share determined as of the Date of Grant. (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. A SAR granted independent of an Option shall vest and become exercisable and shall expire in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the "SAR Period"); provided, however, that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any SAR, which acceleration shall not affect the terms and conditions of such SAR other than with respect to exercisability. Unless otherwise provided by the Plan, Committee in an Award agreement: (i) a Stock Appreciation Right SAR shall vest and become exercisable with respect to 100% of the Common Shares subject to such SAR on the third anniversary of the Date of Grant; (ii) the unvested portion of a SAR shall expire upon termination of employment or service of the Participant granted the SAR, and the vested portion of such SAR shall remain exercisable for: (A) one year following termination of employment or service by reason of such Participant's death or Disability (with the determination of Disability to be made by the Committee on a case by case basis), but not later than the expiration of the SARPeriod; 11 (B) for directors, officers and employees of the Company only, for the remainder of the SAR Period following termination of employment or service by reason of such Participant's Retirement; (C) 90 calendar days following termination of employment or service for any reason other than such Participant's death, Disability or Retirement, and other than such Participant's termination of employment or service for Cause, but not later than the expiration of the SAR Period; and (iii) both the unvested and the vested portion of a SAR shall expire immediately upon the termination of the Participant's employment or service by the Company for Cause. (d) Method of Exercise. SARs that have become exercisable may be granted 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. Notwithstanding the foregoing, if on the last day of the Option Period (or in the case of a Service Provider SAR independent of an option, the SAR Period), the Closing Price exceeds the Strike Price, the Participant has not exercised the SAR or the corresponding Option (if applicable), and neither the SAR nor the corresponding Option (if applicable) has expired, such SAR shall be deemed to have been exercised by the Participant on such last day and the Company shall make the appropriate payment therefor. (e) Payment. Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that are being exercised multiplied by the excess, if any, of the Closing Price of one Common Share on the exercise date over the Strike Price, less an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. The Company shall pay such amount in cash, in Common Shares valued at fair market value, or any time and from time to time combination thereof, as will be determined by the Administrator, Committee. Any fractional Common Share shall be settled 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. cash. 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. (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 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. 6 (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. (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. 7 (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 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. (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 reflected in the 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. Except as otherwise provided by the Administrator and will Committee in the case of Substitute Awards, 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 Exercise Price of the corresponding Option. (c) Vesting and Expiration; Termination. (i) 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. A SAR granted independent of an Option 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. Grants of SARs that are settled in shares of Common Stock Appreciation Right shall automatically result in comply with the cancellation of Minimum Vesting Condition; provided that the Option. Otherwise, the Administrator, Minimum Vesting Condition need not be applied to such grants that, when taken together with other Awards not subject to the provisions Minimum Vesting Condition, comprise Awards with respect to a number of shares of Common Stock that does not exceed, in the Plan, will have complete discretion to determine aggregate, 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 Minimum Vesting Condition Limit. SARs shall expire upon the a date determined by the Administrator, Committee, not to exceed ten (10) years from the Date of Grant (the "SAR Period"). (ii) Unless otherwise provided by the Committee, whether in its sole discretion, and set forth an Award Agreement or otherwise, in the Award Agreement. Notwithstanding event of (A) a Participant's Termination by the foregoing, Service Recipient other than for Cause; or (B) a Participant's Termination by the rules Service Recipient due to death or Disability, in each case within 12 months following a Change in Control, outstanding SARs granted to such Participant shall become fully vested and immediately exercisable as of Section 6(d) relating the date of such Termination; provided, that in the event 14 the vesting or exercisability of any SARs would otherwise be subject to the maximum term also will apply achievement of performance conditions, the portion of any such SAR that shall become fully vested and immediately exercisable shall be based on (x) actual performance through the date of termination as determined by the Committee, or (y) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee, in each case prorated based on the time elapsed from the date of grant to Stock Appreciation Rights. (f) Payment the date of Stock Appreciation Right Amount. Termination. (iii) Unless otherwise provided by the Committee, whether in an Award Agreement or otherwise, in the event of (A) a Participant's Termination by the Service Recipient for Cause, all outstanding SARs granted to such Participant shall immediately terminate and expire; (B) a Participant's Termination due to death or Disability, after taking into account any accelerated vesting under the above clause (ii), each outstanding unvested SAR granted to such Participant shall immediately terminate and expire, and each outstanding vested SAR shall remain exercisable for one (1) year thereafter (but in no event beyond the expiration of the SAR Period); and (C) a Participant's Termination for any other reason, each outstanding unvested SAR granted to such Participant shall immediately terminate and expire, and each outstanding vested SAR shall remain exercisable for ninety (90) days thereafter (but in no event beyond the expiration of the SAR Period). (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 Stock Appreciation Right, a Participant will be entitled to receive a payment from SAR, the Company in shall pay to the Participant an amount determined equal to the number of shares subject to the SAR that is being exercised multiplied by multiplying: (i) The difference between the excess of the Fair Market Value of a Share one (1) share of Common Stock on the 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, employment and any other applicable taxes required to be withheld. 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 Company shall pay such amount in cash, in Shares shares of equivalent value, Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Any fractional shares of Common Stock shall be settled in some combination thereof. cash. View More
