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 General. An SAR is an Award entitling the holder, upon exercise, to receive an amount in cash or Common Stock Appreciation Rights. Subject 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, Board) determined in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion whole or in part ...by reference to determine the number of Shares subject to any Award of Stock Appreciation Rights. (c) Exercise Price appreciation, from 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 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. SARs may be based solely on appreciation in the fair market value of Common Stock or on a comparison of such appreciation with some other measure of market growth such as (but not limited to) appreciation in a recognized market index. The date as of which such appreciation or other measure is determined shall be the exercise date unless another date is specified by the Board in the SAR Award. (b) Grants. SARs may be granted in tandem with, or independently of, Options granted under the Plan. (1) Tandem Awards. When SARs are expressly granted in tandem with Options, (i) the SAR will be exercisable only at such time or times, and to the extent, that the related Option is exercisable (except to the extent designated by the Board in connection with a Reorganization Event) and will be exercisable in accordance with the procedure required for exercise of the related Option; (ii) the SAR will terminate and no longer be exercisable upon the termination or exercise of the related Option, except to the extent designated by the Board in connection with a Reorganization Event and except that a SAR granted with respect to less than the full number of shares covered by an Option will not be reduced until the number of shares as to which the related Option has been exercised or has terminated exceeds the number of shares not covered by the SAR; (iii) the Option will terminate and no longer be exercisable upon the exercise of the related SAR; and (iv) the SAR will be transferable only with the related Option. (2) Independent SARs. A SAR not expressly granted in tandem with an Option will become exercisable at such time or times, and on such conditions, as the Board may specify in the SAR Award. (c) Exercise Price. The Board shall establish the exercise price of each SAR and specify it in the applicable SAR agreement. The exercise 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 a SAR with an exercise price to be determined on a future date, the exercise price shall be not less than 100% of the Fair Market Value on such future date. (d) 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. (e) Exercise of SARs. SARs may be exercised by delivery to the Company of a written notice of exercise over signed by the proper person or by any other form of notice (including electronic notice) approved by the Board, together with any other documents required by the Board. (f) Limitation on Repricing. Unless such action is approved by the Company's stockholders: (1) no outstanding SAR granted under the Plan may be amended to provide an exercise price; times (ii) The price per share that is lower than the then-current exercise price per share of such outstanding SAR (other than adjustments pursuant to Section 9) and (2) the Board may not cancel any outstanding SAR (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan covering the same or a different number of Shares with respect to which shares of Common Stock and having an exercise price per share lower than the Stock Appreciation Right is exercised. At the discretion then-current exercise price per share of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof. cancelled SAR. View More
Stock Appreciation Rights. (a) Grant SARs shall be evidenced by Award Agreements specifying the number of shares of Stock Appreciation Rights. Subject subject to the terms and conditions of Award, in such form as the Plan, a Stock Appreciation Right may be granted to a Service Provider at any time and Board shall from time to time establish. Award Agreements evidencing SARs may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions: 7.1 Types... of SARs Authorized. SARs may be granted in tandem with all or any portion of a related Option (a "Tandem SAR") or may be granted independently of any Option (a "Freestanding SAR"). A Tandem SAR may be granted either concurrently with the grant of the related Option or at any time thereafter prior to the complete exercise, termination, expiration or cancellation of such related Option. 7.2 Exercise Price. The exercise price for each SAR shall be established in the discretion of the Board; provided, however, that (a) the exercise price per share subject to a Tandem SAR shall be the exercise price per share under the related Option and (b) the exercise price per share subject to a Freestanding SAR shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the SAR. 7.3 Exercisability and Term of SARs. (a) Tandem SARs. Tandem SARs shall be exercisable only at the time and to the extent, and only to the extent, that the related Option is exercisable, subject to such provisions as will the Board may specify where the Tandem SAR is granted with respect to less than the full number of shares of Stock subject to the related Option. The Board may, in its discretion, 14 provide in any Award Agreement evidencing a Tandem SAR that such SAR may not be exercised without the advance approval of the Company and, if such approval is not given, then the Option shall nevertheless remain exercisable in accordance with its terms. A Tandem SAR shall terminate and cease to be exercisable no later than the date on which the related Option expires or is terminated or canceled. Upon the exercise of a Tandem SAR with respect to some or all of the shares subject to such SAR, the related Option shall be canceled automatically as to the number of shares with respect to which the Tandem SAR was exercised. Upon the exercise of an Option related to a Tandem SAR as to some or all of the shares subject to such Option, the related Tandem SAR shall be canceled automatically as to the number of shares with respect to which the related Option was exercised. (b) Freestanding SARs. Freestanding SARs shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall 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 Board 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 the Award Agreement evidencing such SAR; provided, however, that no Freestanding SAR shall be determined exercisable after the expiration of ten (10) years after the effective date of grant of such SAR. 7.4 Exercise of SARs. Upon the exercise of an SAR, the Participant (or the Participant's legal representative or other person who acquired the right to exercise the SAR by reason of the Administrator and will Participant's death) shall be no less than one hundred percent (100%) entitled to receive payment of an amount for each share with respect to which the SAR is exercised equal to the excess, if any, of the Fair Market Value per Share of a share of Stock 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 SAR over the exercise price, the term price. Payment of the Stock Appreciation Right, the conditions such amount shall be made in cash, shares of exercise, and such other terms and conditions Stock, 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, Board. Unless otherwise provided in the Award Agreement evidencing such SAR, payment shall be made in a lump sum as soon as practicable following the date of exercise of the SAR. When payment is to be made in shares of Stock, the number of shares to be issued shall be determined on the basis of the Fair Market Value of a share of Stock on the date of exercise of the SAR. For purposes of Section 7, a SAR shall be deemed exercised on the date on which the Company receives notice of exercise from the Participant. 7.5 Effect of Termination of Service. A SAR shall be exercisable after a Participant's termination of Service to such extent and during such period as determined by the Board, 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 Agreement evidencing such SAR or in another written (including electronic) agreement between the Company and the Participant. 7.6 Nontransferability of SARs. SARs may not be assigned or transferred in an amount determined any manner except by multiplying: (i) The difference between will or the Fair Market Value laws of a Share on descent and distribution, and, during 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 lifetime of the Administrator, Participant, shall be exercisable only by the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, Participant or in some combination thereof. the Participant's guardian or legal representative. View More
Stock Appreciation Rights. (a) Grant of Grant. Whenever the Committee deems it appropriate to grant Stock Appreciation Rights. Subject Rights, an Award Agreement shall be given to the Participant stating the number of shares for which SARs are granted, the Date of Grant, the exercise price and terms and conditions to which the award is subject.Subject to the minimum vesting provisions of the Plan, a Stock Appreciation Right Section 18, SARs may be granted alone ("Stand-Alone SARs") or in tandem with an Option granted unde...r the Plan ("Tandem SARs"). (b) Tandem SARs. Tandem SARs may be exercised with respect to all or part of the shares of Company Stock subject to the Option in connection with which it is granted (a "Related Option").The exercise of Tandem SARs will cause a Service Provider at any time and from time to time as will be determined by the Administrator, reduction in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares shares of Company Stock subject to any Award the Related Option equal to the number of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise price for shares with respect to which the Shares that will determine Tandem SAR is exercised.Conversely, the amount of the payment to be received upon exercise exercise, in whole or part, of a Stock Appreciation Right as set forth Related Option, will cause a reduction in Section 7(f) will the number of shares subject to the Tandem SAR equal to the number of shares with respect to which the Related Option is exercised.Shares with respect to which the Tandem SAR shall have been exercised may not be determined by subject again to an Award under the Administrator and will Plan. (c) Exercise. In no event shall the term of any SAR granted under the Plan exceed ten (10) years from the Date of Grant.A SAR may be no less than one hundred percent (100%) exercised only when the Fair Market Value of a share exceeds either (i) the Fair Market Value per Share share on the Date of Grant (typically denominated as the exercise price) in the case of a Stand-Alone SAR or (ii) the exercise price of the Related Option in the case of a Tandem SAR.Notwithstanding any other provision of the Plan to the contrary, a Tandem SAR will expire no later than the expiration of the Related Option, will be transferable only when and under the same conditions as the Related Option is transferable and will be exercisable only when the Related Option is eligible to be exercised.A SAR shall be exercised by delivery to the Committee of a notice of exercise in the form prescribed by the Committee.The exercise price of a SAR may not be less than the Fair Market Value on the Date of Grant. (d) Payment. Upon the exercise of a SAR, the Participant is entitled to receive, without any payment to the Company (other than Applicable Withholding Tax), an amount equal to the product of multiplying (i) the number of shares with respect to which the SAR is exercised by (ii) an amount equal to the excess of (A) 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 SAR over (B) the exercise price specified in the cancellation Award Agreement for the SAR or in the related Stock Option Award Agreement in the case of a Tandem SAR.The Award Agreement for the SAR may provide for a payment of the Option. Otherwise, SAR at the Administrator, subject to the provisions time of exercise or, on an elective or non-elective basis, for payment of the Plan, will have complete discretion to determine SAR at a later date, adjusted (if so provided in the terms and conditions Award Agreement) from the date of Stock Appreciation Rights granted under the Plan. 7- (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by exercise based on an Award Agreement that will specify the exercise price, the term interest or other basis (including deemed investment of the Stock Appreciation Right, the conditions SAR payment in shares 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 Company Stock) set forth in the Award Agreement. Notwithstanding (e) Transfer. No SAR granted under the foregoing, Plan, and no right to receive payment in connection therewith, may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the rules laws of Section 6(d) relating descent and distribution.Further, all SARs, and rights in connection therewith, granted to a Participant under the Plan shall be exercisable during his lifetime only by such Participant or his guardian or legal representative. 8 10. Applicable Withholding Taxes. Each Participant shall agree, as a condition of receiving an Award, to pay to the maximum term also will apply Company or the Affiliate, or make arrangements satisfactory to the Company or the Affiliate regarding the payment of, all Applicable Withholding Taxes with respect to the Award.Until the Applicable Withholding Taxes have been paid or arrangements satisfactory to the Company or the Affiliate have been made, no stock certificates or book-entry shares (or, in the case of Restricted Stock, Restricted Stock Appreciation Rights. (f) Payment of Units and Stock Appreciation Right Amount. Upon exercise Awards, no stock certificates or book-entry shares free of a restrictive legend) shall be issued to the Participant.As an alternative to making a cash payment to the Company or the Affiliate to satisfy Applicable Withholding Tax obligations, the Committee may establish procedures permitting the Participant to elect to (a) deliver shares of already owned Company Stock Appreciation Right, a Participant will be entitled to receive a payment or (b) have the Company retain that number of shares of Company Stock from the Company shares otherwise deliverable under the Award, 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 either case with respect to which the Stock Appreciation Right is exercised. At Company has a statutory obligation to withhold taxes, up to the discretion of maximum tax rate applicable to the Administrator, Participant, as determined by the payment upon Stock Appreciation Right exercise may Committee.Any such election shall be made only in cash, accordance with procedures established by the Committee to avoid a charge to earnings for financial accounting purposes and in Shares of equivalent value, or in some combination thereof. accordance with Rule 16b-3. 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 all or a portion ...of the excess of (i) the Fair Market Value as of the date of exercise of the SAR of the number of Shares subject as to any Award which the SAR 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 may be exercisable in whole or in part at the times, on the terms and in the manner provided in the Agreement. No SAR shall be exercisable at any time after its scheduled expiration. When a SAR is no longer exercisable, it shall be deemed to have terminated. Upon exercise over of a SAR, 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. 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 all or a portion ...of the excess of (i) the Fair Market Value as of the date of exercise of the SAR of the number of Shares subject as to any Award which the SAR 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 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 may be exercisable in whole or in part at the times, on the terms and in the manner provided in the Agreement. No SAR may be exercisable at any time after its scheduled expiration. When a SAR is no longer exercisable, it shall be deemed to have terminated. Upon exercise over of a SAR, 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. View More
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. SARs. Subject to the terms and conditions provisions of the Plan, a Stock Appreciation Right SARs may be granted to a Service Provider Participants in such amounts and upon such terms, and at any time and from time to time time, as will shall be determined by the Administrator, in its sole discretion. Committee. The Committee may grant Freestanding SARs, Tandem SARs, or any combination of these forms of SAR. (b) Number of Shares. The Administrator will hav...e complete discretion to determine Award Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall specify the number of Shares subject to any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise price for grant price, the Shares that will determine the amount term of the payment to be received upon exercise SAR, and such other provisions as the Committee shall determine. (c) Grant Price. The grant price of a Stock Appreciation Right as set forth in Section 7(f) will Freestanding SAR shall not be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per of a Share on the date of grant. In grant of the event SAR, and the grant price of a Stock Appreciation Right Tandem SAR shall equal the Exercise Price of the related Option; provided, however, that these limitations shall not apply to Awards that are adjusted pursuant to Section 18 herein. (d) Term of SARs. The term of an SAR granted under the Plan shall be determined by the Committee, in its sole discretion; provided, however, that such term shall not exceed ten (10) years. (e) Exercise of Tandem SARs. A Tandem SAR may be exercised only with respect to the Shares for which its related Option is granted in tandem with an Option, then exercisable. To the extent exercisable, Tandem SARs may be exercised for all or part of the Shares subject to the related Option. The exercise of the Stock Appreciation Right all or part of a Tandem SAR shall automatically result in the cancellation forfeiture of the Option. Otherwise, right to purchase a number of Shares under the Administrator, related Option equal to the number of Shares with respect to which the SAR is exercised. Conversely, upon exercise of all or part of an Option with respect to which a Tandem SAR has been granted, an equivalent portion of the Tandem SAR shall similarly be forfeited. Notwithstanding any other provision of the Plan to the contrary, with respect to a Tandem SAR granted in connection with an ISO: (i) the Tandem SAR will expire no later than the expiration of the underlying ISO; (ii) the value of the payout with respect to the Tandem SAR may be for no more than one hundred percent (100%) of the difference between the Exercise Price of the underlying ISO and the Fair Market Value of the Shares subject to the provisions underlying ISO at the time the Tandem SAR is exercised; and (iii) the Tandem SAR may be exercised only when the Fair Market Value of the Plan, will have complete discretion Shares subject to determine the ISO exceeds the Exercise Price of the ISO.  (f) Exercise of Freestanding SARs. Freestanding SARs may be exercised upon whatever 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, in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire imposes upon the date determined by the Administrator, in its sole discretion, them and set sets forth in the Award Agreement. Notwithstanding Agreement; provided, however, that except as otherwise provided in a Participant's Award Agreement upon a termination of employment or, if the foregoing, Participant is a Director or Consultant, service with the rules Company and its Subsidiaries, or pursuant to Section 19 in the event of Section 6(d) relating a Change in Control or Subsidiary Disposition, no Freestanding SARs may be exercisable prior to one (1) year from the maximum term also will apply to Stock Appreciation Rights. (f) date of grant. (g) Payment of Stock Appreciation Right SAR Amount. Upon exercise of a Stock Appreciation Right, an SAR, a Participant will shall be entitled to receive a payment from the Company in an amount determined by multiplying: (i) The i) the difference between the Fair Market Value of a Share on the date of exercise over the exercise grant price; times (ii) The ii) the number of Shares with respect to which the Stock Appreciation Right SAR is exercised. At the discretion of the Administrator, Committee, the payment upon Stock Appreciation Right SAR exercise may be in cash, in Shares of equivalent value, value or in some combination thereof. thereof as specified in the SAR Award Agreement. (h) Termination of Employment or Service. Each SAR Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the SAR following termination of the Participant's employment or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all SARs, and may reflect distinctions based on the reasons for termination of employment or service. 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 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 Agreement, which agreement need not be the exercise price, same for each Participant. Each SAR so granted shall be subject to the term conditions set forth in this Section 9, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. (b) SAR Base Price. Except as otherwise provided by the Committee in the case of Substitute Awards, the SAR Base Price for each SAR shall not be less than 100% of the Stock Appreciation Right, Grant Date Fair Market Value of such Share. (c) Vesting and Expiration. (i) SARs shall vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by 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 Committee. (ii) SARs shall expire upon the a date determined by the Administrator, in its sole discretion, Committee, not to exceed ten (10) years from the Date of Grant. (d) Time and set forth in Conditions of Exercise. A SAR shall entitle the Award Agreement. Notwithstanding Participant (or other person entitled to exercise the foregoing, the rules of Section 6(d) relating SAR pursuant to the maximum term also will apply Plan) to Stock Appreciation Rights. (f) Payment exercise all or a specified portion of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled the SAR (to the extent then exercisable pursuant to its terms) and to receive a payment from the Company in an amount equal to the excess of the aggregate Fair Market Value of the Shares on the date the SAR is exercised over the SAR Base Price, less applicable Tax-Related Items, subject to any limitations the Committee may impose. Payment of the amounts determined by multiplying: (i) The difference between under this Section 9(d) shall be in cash, in Shares (based on the Fair Market Value of the Shares as of the date the SAR is exercised) or a Share combination of both, as determined by the Committee in the Award Agreement. Any fractional Shares shall be settled in cash. SARs that have become exercisable may be exercised by delivery of a notice of exercise to the Company (in such form as the Committee may specify from time to time). Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no dividends or Dividend Equivalent Right shall be paid, and no right to vote or receive dividends or Dividend Equivalent Rights or any other rights as a shareholder shall exist with respect to the Shares subject to a SAR, notwithstanding the exercise of the SAR. 14 (e) Tandem SARs. A SAR may be granted in connection with an Option, either at the time of grant or at any time thereafter during the term of the Option. A SAR granted in connection with an Option will entitle the holder, upon exercise, to surrender the Option or any portion thereof to the extent unexercised, with respect to the number of Shares as to which such SAR is exercised, and to receive payment of an amount computed as described in Section 9(d). The Option shall, to the extent and when surrendered, cease to be exercisable. A SAR granted in connection with an Option hereunder will have a SAR Base Price equal to the Exercise Price of the Option, will be exercisable at such time or times, and only to the extent, that the related Option is exercisable, and will expire no later than the related Option expires. If a related Option is exercised in whole or in part, then the SAR related to the Shares purchased terminates as of 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. such exercise. 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 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 Agreement, which agreement need not be the exercise price, same for each Participant. Each SAR so granted shall be subject to the term conditions set forth in this Section 9, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. (b) SAR Base Price. Except as otherwise provided by the Committee in the case of Substitute Awards, the SAR Base Price for each SAR shall not be less than 100% of the Stock Appreciation Right, Grant Date Fair Market Value of such Share. (c) Vesting and Expiration. (i) SARs shall vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by 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 Committee. 10 (ii) SARs shall expire upon the a date determined by the Administrator, in its sole discretion, Committee, not to exceed ten (10) years from the Date of Grant. (d) Time and set forth in Conditions of Exercise. A SAR shall entitle the Award Agreement. Notwithstanding Participant (or other person entitled to exercise the foregoing, the rules of Section 6(d) relating SAR pursuant to the maximum term also will apply Plan) to Stock Appreciation Rights. (f) Payment exercise all or a specified portion of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled the SAR (to the extent then exercisable pursuant to its terms) and to receive a payment from the Company in an amount equal to the excess of the aggregate Fair Market Value of the Shares on the date the SAR is exercised over the SAR Base Price, less applicable Tax-Related Items, subject to any limitations the Committee may impose. Payment of the amounts determined by multiplying: (i) The difference between under this Section 9(d) shall be in cash, in Shares (based on the Fair Market Value of the Shares as of the date the SAR is exercised) or a Share combination of both, as determined by the Committee in the Award Agreement. Any fractional Shares shall be settled in cash. SARs that have become exercisable may be exercised by delivery of a notice of exercise to the Company (in such form as the Committee may specify from time to time). Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no dividends or Dividend Equivalent Right shall be paid, and no right to vote or receive dividends or Dividend Equivalent Rights or any other rights as a shareholder shall exist with respect to the Shares subject to a SAR, notwithstanding the exercise of the SAR. (e) Tandem SARs. A SAR may be granted in connection with an Option, either at the time of grant or at any time thereafter during the term of the Option. A SAR granted in connection with an Option will entitle the holder, upon exercise, to surrender the Option or any portion thereof to the extent unexercised, with respect to the number of Shares as to which such SAR is exercised, and to receive payment of an amount computed as described in Section 9(d). The Option shall, to the extent and when surrendered, cease to be exercisable. A SAR granted in connection with an Option hereunder will have a SAR Base Price equal to the Exercise Price of the Option, will be exercisable at such time or times, and only to the extent, that the related Option is exercisable, and will expire no later than the related Option expires. If a related Option is exercised in whole or in part, then the SAR related to the Shares purchased terminates as of 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. such exercise. View More
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. Subject The Committee may grant SARs to the terms and conditions an Employee, Non-Employee Director or Key Advisor separately or in tandem with any Option (for all or a portion of the Plan, a Stock Appreciation Right applicable Option). Tandem SARs may be granted to a Service Provider either at the time the Option is granted or at any time and from thereafter while the Option remains outstanding; provided, however, that, in the 11 case of an Incentive Stoc...k Option, SARs may be granted only at the time of the Grant of the Incentive Stock Option. The Committee shall establish the base amount of the SAR at the time the SAR is granted. The base amount of each SAR shall be equal to time the per share Exercise Price of the related Option or, if there is no related Option, the Fair Market Value of a share of Company Stock as will be determined by of the Administrator, in its sole discretion. date of Grant of the SAR. (b) Number Tandem SARs. In the case of Shares. The Administrator will have complete discretion to determine tandem SARs, the number of Shares SARs granted to a Grantee that shall be exercisable during a specified period shall not exceed the number of shares of Company Stock that the Grantee may purchase upon the exercise of the related Option during such period. Upon the exercise of an Option, the SARs relating to the Company Stock covered by such Option shall terminate. Upon the exercise of SARs, the related Option shall terminate to the extent of an equal number of shares of Company Stock. (c) Exercisability. An SAR shall be exercisable during the period specified by the Committee in the Grant Instrument and shall be subject to such vesting and other restrictions as may be specified in the Grant Instrument. The Committee may accelerate the exercisability of any Award or all outstanding SARs at any time for any reason, and such acceleration need not be uniform as among any class or grouping of Grantees; provided however, that the terms regarding the issuance of payments pursuant to an SAR for cash shall not be amended, modified or terminated in any manner which permits the acceleration of the time or schedule of such issuance of cash. SARs may only be exercised while the Grantee is employed by, or providing service to, the Company or during the applicable period after termination of employment or service as described in Section 5(e) with respect to Options, and such exercise shall be under and subject to all of the limitations and termination and forfeiture provisions applicable to Options under Section 5(e), including without limitation forfeiture of any SARs and the release of any obligations of the Company to respond to the exercise of any SARs under the circumstances set forth in Section 5(e)(ii). A tandem SAR shall be exercisable only during the period when the Option to which it is related is also exercisable. (d) Value of SARs and Time of Distribution. When a Grantee exercises SARs, the Grantee shall receive in settlement of such SARs an amount equal to the value of the stock appreciation for the number of SARs exercised, payable in cash, Company Stock or a combination thereof. (e) Stock Appreciation Rights. (c) Exercise Price and Other Terms. Amount. The per Share stock appreciation for an SAR is the amount by which the Fair Market Value of the underlying Company Stock on the date of exercise price for of the Shares that will determine SAR exceeds the base amount of the payment SAR as described in Subsection (a). (f) Form of Payment. The Committee shall determine whether the appreciation in an SAR shall be paid in the form of cash, shares of Company Stock, or a combination of the two, in such proportion as the Committee deems appropriate. For purposes of calculating the number of shares of Company Stock to be received, shares of Company Stock shall be valued at their Fair Market Value on the date of exercise of the SAR. If shares of Company Stock are to be received upon exercise of a an SAR, only whole shares of Company Stock Appreciation Right as set forth in Section 7(f) will (rounded down to the nearest whole share) shall be determined issued. 12 8. Restricted Stock Units. The Committee is authorized to make Grants of Restricted Stock Units to any Employee, Non-Employee Director or Key Advisor selected by the Administrator Committee in such amounts 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. At the time of grant, the Committee shall specify the date or dates on which the Restricted Stock Units shall become fully vested and set forth in nonforfeitable, and may specify such conditions to vesting as it deems appropriate. At the Award Agreement. Notwithstanding time of grant, the foregoing, Committee shall specify the rules maturity date applicable to each grant of Restricted Stock Units which shall be no earlier than the vesting date or dates of the Grant and may be determined at the election of the grantee; provided, that the terms and provisions of such Grant and such election, if any, comply with Section 6(d) relating 409A of the Code, and the regulations and other guidance issued by the Secretary of the Treasury thereunder. On the maturity date, the Company shall transfer to the maximum term also will apply Grantee one unrestricted, fully transferable share of Company Stock for each Restricted Stock Unit scheduled 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 paid out on the such 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. and not previously forfeited. View More
Stock Appreciation Rights. (a) Grant The Board may grant Awards consisting of Stock Appreciation Rights. Subject Rights ("SARs") entitling the holder, upon exercise, to the terms and conditions receive an amount of the Plan, Common Stock or cash or a Stock Appreciation Right may be granted combination thereof (such form 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 determin...e 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)(3). The date as of which such appreciation is determined shall be the exercise date.(b) Grants. SARs may be granted in tandem with, or independently of, Options granted under the Plan.6 (1) Tandem Awards. When SARs are expressly granted in tandem with Options, (i) the SAR will be exercisable only at such time or times, and to the extent, that the related Option is exercisable (except to the extent designated by the Board in connection with a Reorganization Event) and will be exercisable in accordance with the procedure required for exercise of the related Option; (ii) the SAR will terminate and no longer be exercisable upon the termination or exercise of the related Option, except to the extent designated by the Board in connection with a Reorganization Event and except that an SAR granted with respect to less than the full number of shares covered by an Option will not be reduced until the number of shares as to which the related Option has been exercised or has terminated exceeds the number of shares not covered by the SAR; (iii) the Option will terminate and no longer be exercisable upon the exercise of the related SAR; and (iv) the SAR will be transferable only with the related Option. (2) Independent SARs. An SAR not expressly granted in tandem with an Option will become exercisable at such time or times, and on such conditions, as the Board may specify in the SAR Award. (3) 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. (4) 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. (5) 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. (c) Limitation on Repricing. Unless such action is approved by the Company's stockholders, the Company may not (except as provided for under Section 10): (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 measurement 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 Stock Appreciation Right then-current Fair Market Value, or (4) take any other action under the Plan that constitutes a "repricing" within the meaning of the Exchange Listing Standards. (d) No Reload Rights. No SAR granted under the Plan shall contain any provision entitling the Participant to the automatic grant of additional SARs in connection with any exercise may be of the original SAR.7 (e) Dividend Equivalents. Unless otherwise provided in cash, in Shares of equivalent value, or in some combination thereof. the applicable Award agreement, no SAR granted under the Plan will entitle the Participant to the right to receive Dividend Equivalents. View More
