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 The Board may grant Awards consisting of stock appreciation rights ("SARs") entitling the holder, upon exercise, to receive an amount of Common Stock Appreciation Rights. Subject or cash or a combination thereof (such form 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 d...iscretion 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 Board) determined by the Administrator reference to appreciation, from and will be no less than one hundred percent (100%) of the Fair Market Value per Share on after the date of grant. In the event a Stock Appreciation Right is granted grant, 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 share of Common Stock over the measurement price established pursuant to Section 6(b). The date as of which such appreciation is determined shall be the exercise date. (b) Measurement Price. The Board shall establish the measurement price of each SAR and specify it in the applicable SAR agreement. The measurement price shall not be less than 100% of the Fair Market Value on the date the SAR is granted; provided that if the Board approves the grant of an SAR effective as of a future date, the measurement price shall be not less than 100% of the Fair Market Value on such future date. 5 (c) Duration of SARs. Each SAR shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable SAR agreement; provided, however, that no SAR will be granted with a term in excess of 10 years. (d) Exercise of SARs. SARs may be exercised by delivery to the Company of a notice of exercise over in a form (which may be electronic) approved by the exercise price; times (ii) The Company, together with any other documents required by the Board. (e) Repricing. Unless such action is approved by the Company's stockholders, the Board may not (except as permitted under Section 9) (1) amend any outstanding SAR granted under the Plan to provide a measurement price per share that is lower than the then-current measurement price per share of such outstanding SAR, (2) cancel any outstanding stock appreciation right (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan (other than Awards granted pursuant to Section 4(c)) covering the same or a different number of Shares with respect to which shares of Common Stock and having a measurement price per share lower than the Stock Appreciation Right is exercised. At the discretion then-current exercise price per share of the Administrator, cancelled stock appreciation right, (3) cancel in exchange for a cash payment any outstanding SAR with a measurement price per share above the payment upon then-current Fair Market Value or (4) take any other action under the Plan that constitutes a "repricing" within the meaning of the rules of the NASDAQ Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof. Market. View More
Stock Appreciation Rights. (a) Grant Nature of Award. An Award of Stock Appreciation Rights. Subject Rights shall be subject to the such 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 are determined by the Administrator, in its sole discretion. (b) Number Committee, and shall provide a Participant the right to receive upon exercise of Shares. The Administrator will have complete discretion to determine the SAR Award all or a po...rtion of the excess of (i) the Fair Market Value as of the date of exercise of the SAR Award of the number of Shares subject as to any which the SAR Award is being exercised, over (ii) the aggregate exercise price for such number of Stock Appreciation Rights. (c) Exercise Price and Other Terms. Shares. 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 any SAR Award shall 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, Committee 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 applicable Agreement, and shall not be entitled to receive a payment from the Company in an amount determined by multiplying: (i) The difference between less than the Fair Market Value of a Share on the date Grant Date, except in the case of Substitute Awards (to the extent consistent with Code Section 409A). (b) Exercise of SAR. Each SAR Award may be exercisable in whole or in part at the times, on the terms and in the manner provided in the Agreement. No SAR Award shall be exercisable at any time after its scheduled expiration. When a SAR Award is no longer exercisable, it shall be deemed to have terminated. Upon exercise over of a SAR Award, payment to the Participant shall be made at such time or times as shall be provided in the Agreement in the form of cash, Shares or a combination of cash and Shares as determined by the Committee. The Agreement may provide for a limitation upon the amount or percentage of the total appreciation on which payment (whether in cash and/or Shares) may be made in the event of 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. a SAR Award. 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. (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 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 taxes required to be withheld. The number Company shall pay such amount in cash, in shares of Shares with respect 9 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%) 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. (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 its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under such manner and on such date or dates or upon such event or events as determined by the Plan will Committee. (ii) 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 thirtieth (30th) day following the expiration of such prohibition. (iii) An Award Agreement. Notwithstanding the foregoing, the rules Agreement may provide that any or all SARs of Section 6(d) relating a Participant's SARs that are outstanding as of such Participant's Termination may expire and/or terminate prior to the maximum term also will apply 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 Stock Appreciation Rights. (f) Payment the Company in accordance with the terms of Stock Appreciation Right Amount. 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 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 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, 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 the Plan shall be evidenced by an Award agreement. Each SAR so granted shall be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be 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 Committee in... the case of Substitute Awards, the strike price ("Strike Price") per share of Common Stock Appreciation Rights. Subject for each SAR shall not be less than 100% of the Fair Market Value of such share (determined as of the Date of Grant). Notwithstanding the foregoing, a SAR granted in tandem with (or in substitution for) an Option previously granted shall have a Strike Price at least equal to the Exercise Price of the corresponding Option. 9 (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, and consistent with the Committee's power under Section 4(b) the Committee may, in its sole discretion, accelerate the exercisability of any SAR upon a Change in Control, death, Disability or retirement (or on any other termination of employment) of a Participant, which acceleration shall not affect the terms and conditions of the Plan, a Stock Appreciation Right such SAR other than with respect to exercisability. (d) Method of Exercise. SARs which have become exercisable may be granted exercised by delivery of written or electronic notice of exercise to a Service Provider at any time and from time to time as will be determined by the Administrator, Company in its sole discretion. (b) Number accordance with the terms of Shares. The Administrator will have complete discretion to determine the Award, specifying the number of Shares subject SARs to any Award of Stock Appreciation Rights. (c) Exercise Price be exercised and Other Terms. The per Share exercise price for the Shares that will determine date on which such SARs were awarded. Notwithstanding the amount foregoing, if on the last day of the Option Period (or in the case of a SAR independent of an option, the SAR Period), the Fair Market Value 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 to be received upon therefor. (e) Payment. Upon the exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined 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 Administrator and will be no less than one hundred percent (100%) excess, if any, of the Fair Market Value per Share of one share of Common Stock 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 shares of grant. In Common Stock valued at Fair Market Value, or any combination thereof, as determined by the event a Committee. Any fractional shares of Common Stock Appreciation Right is granted shall be settled in tandem with an Option, cash. (f) Substitution of SARs for Nonqualified Stock Options. The Committee shall have 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, authority in its sole discretion, will determine. (e) Expiration discretion to substitute, without the consent of the affected Participant or any holder or beneficiary of SARs, SARs settled in shares of Common Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, (or settled in its sole discretion, and set forth shares or cash 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 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 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 Generally. Each SAR granted under the Plan. 7- (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will Plan shall be evidenced by an Award Agreement that will specify (whether in paper or electronic medium (including email or the exercise price, posting on a web site maintained by the term 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 the Plan as may be 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. The Strike Price per Common Share for each SAR shall not be less than 100% of the Stock Appreciation Right, 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 (including, if applicable, the attainment of any performance goals, as shall be determined by the Committee in the applicable Award Agreement) 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 exercise, such SAR other than with respect to exercisability. In the event of any termination of employment or service with the Company and such other its Affiliates thereof of a Participant who has been granted one of more SARs, the SARs shall be exercisable at the time or times and subject to the 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 Agreement (or in the foregoing, underlying Option Award Agreement, as may be applicable). If the rules SAR would expire at a time when the exercise of Section 6(d) relating the SAR would violate applicable securities laws, the expiration date applicable to the maximum term also SAR will apply be automatically extended to Stock Appreciation Rights. (f) Payment a date that is 30 calendar days following the date such exercise would no longer violate applicable securities laws (so long as such extension shall not violate Section 409A of Stock Appreciation Right Amount. the Code); provided, that, in no event shall such expiration date be extended beyond the expiration of the SAR Period. (d) Method of Exercise. SARs that 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. 10 (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, if any, of the Fair Market Value of a one Common Share on the exercise date of exercise over the exercise price; times (ii) Strike Price, less an amount equal to any taxes required to be withheld or paid. 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 Common Stock having a Fair Market Value equal to such amount, or any combination thereof, as determined by the Committee. No fractional Common Stock shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of equivalent value, any fractional Common Stock, or in some combination thereof. whether such fractional Common Stock or any rights thereto shall be canceled, terminated or otherwise eliminated. View More
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 Generally. Each SAR granted under the Plan. 7- (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will this Plan shall be evidenced by an Award Agreement that will specify (whether in paper or electronic medium (including email or the exercise price, posting on a web site maintained by the term of Company or a third party under contract with the Stock Appreciation Right, Company)). Each SAR so granted shall be subject to 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 this Section 8, and to such other conditions not inconsistent with this Plan as may be reflected in the applicable Award Agreement. Notwithstanding the foregoing, the rules Any Option granted under this Plan may include tandem SARs (i.e., SARs granted in conjunction with an Award of Section 6(d) relating Options under this Plan). The Committee also may award SARs to the maximum term also will apply to Eligible Persons independent of any Option. (b) Exercise Price. The Exercise Price per Common Stock Appreciation Rights. (f) Payment for each Option granted in connection with an SAR shall not be less than 100% 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 such share determined as of the Date of Grant. 9 (c) Vesting and Expiration. An 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. An 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 date 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 exercise over any SAR, which acceleration shall not affect the exercise price; times (ii) The number terms and conditions of Shares such SAR other than with respect to which exercisability. Unless otherwise provided by the Stock Appreciation Right is exercised. At the discretion Committee in an Award Agreement: (i) an SAR shall vest and become exercisable with respect to 100% of the Administrator, shares of Common Stock subject to such SAR on the payment third anniversary of the Date of Grant; (ii) the unvested portion of an SAR shall expire upon Stock Appreciation Right exercise 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 SAR Period; (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 an 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 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 an SAR independent of an Option, the SAR Period), the Fair Market Value 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 an SAR, the Company shall pay to the Participant an amount equal to the number of shares of Common Stock subject to the SAR that are being exercised multiplied by the excess, if any, of the Fair Market Value of one Common Stock 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 Shares shares of equivalent value, Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Any fractional Common Stock shall be settled in some combination thereof. cash. View More
Stock Appreciation Rights. (a) Grant Generally. Each SAR granted under the 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)), which shall set forth the vesting and other applicable terms and conditions. Each SAR so granted shall be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be 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 Stock Appreciation Rights. Subject any Option. 11 (b) Strike Price. The Strike Price per Common Share for each SAR 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) the unvested portion of a Stock Appreciation Right may be SAR shall expire upon termination of employment or service of the Participant granted to a Service Provider at any time the SAR, and from time to time as will be 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 (as determined by the Administrator, Committee), but not later than the expiration of the SAR Period or (B) 90 days following termination of employment or service for any reason other than such Participant's death or disability, and other than termination of such Participant's employment or service for Cause, but not later than the expiration of the SAR Period; and (ii) both the unvested and the vested portion of a SAR shall expire upon the termination of the Participant's employment or service by the Company or any of its Subsidiaries for Cause. (d) Method of Exercise. SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in its sole discretion. (b) Number accordance with the terms of Shares. The Administrator will have complete discretion to determine the Award, specifying the number of Shares subject SARs to any Award of Stock Appreciation Rights. (c) Exercise Price be exercised and Other Terms. The per Share exercise price for the Shares that will determine date on which such SARs were awarded. Notwithstanding the amount foregoing, if on the last day of the Option Period (or in the case of a SAR independent of an option, the SAR Period), the Fair Market Value 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 to be received upon therefor. (e) Payment. Upon the exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined 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 Administrator and will be no less than one hundred percent (100%) excess, if any, of the Fair Market Value per of one Common Share on the exercise date of grant. In over the event a Stock Appreciation Right is granted 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 tandem with an Option, the exercise of the Stock Appreciation Right shall automatically result cash, 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 Common Shares valued at Fair Market Value, or any combination thereof, 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, Committee. Any fractional Common Share shall be settled 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 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 Generally. Each SAR granted under the Plan. 7- (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will Plan shall be evidenced by an Award Agreement that will specify (whether in paper or electronic medium (including email or the exercise price, posting on a web site 9 maintained by the term of Company or a third party under contract with the Stock Appreciation Right, Company)). Each SAR so granted shall be subject to the conditions of exercise, set forth in this Section 8, and to such other terms conditions not inconsistent with the Plan as may be 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) Vesting and conditions 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 Administrator, 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 set forth in an Award Agreement and shall expire after such period, not to exceed ten (10) 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, will determine. (e) Expiration accelerate the exercisability of Stock Appreciation Rights. A Stock Appreciation Right any SAR, which acceleration shall not affect the terms and conditions of such SAR other than with respect to exercisability. Unless otherwise provided in an Award Agreement, an Employment Agreement or otherwise by the Committee: (i) the unvested portion of a SAR shall expire upon termination of employment or service of the Participant granted under the Plan will SAR, and the vested portion of such SAR shall remain exercisable for (A) one (1) year following termination of employment or service by reason of such Participant's death or disability (as determined by the Committee), but not later than the expiration of the SAR Period or (B) ninety (90) days following termination of employment or service for any reason other than such Participant's death or disability, and other than such Participant's termination of employment or service for Cause, but not later than the expiration of the SAR Period; and (ii) both the unvested and the vested portion of a SAR shall expire upon the date determined termination of the Participant's employment or service by the Administrator, Company for Cause. (c) Method of Exercise. SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in its sole discretion, accordance with the terms of the Award, specifying the number of SARs to be exercised and set forth in the Award Agreement. date on which such SARs were awarded. Notwithstanding the foregoing, if on the rules last day of Section 6(d) relating the Option Period (or in the case of a SAR independent of an option, the SAR Period), the Fair Market Value 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 maximum term also will apply to Stock Appreciation Rights. (f) Payment of Stock Appreciation Right Amount. Participant on such last day and the Company shall make the appropriate payment therefor. (d) 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, if any, 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 and employment 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
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 Generally. Each SAR granted under the Plan. 7- (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will Plan shall be evidenced by an Award Agreement that will specify (whether in paper or electronic medium (including email or the exercise price, posting on a web site maintained by the term of Company or a third party under contract with the Stock Appreciation Right, Company)). Each SAR so granted shall be subject to the conditions of exercise, set forth in this Section 8, and to such other terms conditions not inconsistent with the Plan as may be 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. 11 (b) Vesting and conditions 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 Administrator, 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 set forth in an Award Agreement 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, will determine. (e) Expiration accelerate the exercisability of Stock Appreciation Rights. A Stock Appreciation Right 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 Committee in an Award Agreement: (i) the unvested portion of a SAR shall expire upon termination of employment or service of the Participant granted under the Plan will 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 (as determined by the Committee), but not later than the expiration of the SAR Period or (B) 90 days following termination of employment or service for any reason other than such Participant's death or disability, and other than such Participant's termination of employment or service for Cause, but not later than the expiration of the SAR Period; and (ii) both the unvested and the vested portion of a SAR shall expire upon the date determined termination of the Participant's employment or service by the Administrator, Company for Cause. (c) Method of Exercise. SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in its sole discretion, accordance with the terms of the Award, specifying the number of SARs to be exercised and set forth in the Award Agreement. date on which such SARs were awarded. Notwithstanding the foregoing, if on the rules last day of Section 6(d) relating the Option Period (or in the case of a SAR independent of an option, the SAR Period), the Fair Market Value 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 maximum term also will apply to Stock Appreciation Rights. (f) Payment of Stock Appreciation Right Amount. Participant on such last day and the Company shall make the appropriate payment therefor. (d) 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, if any, 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 and employment 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
