Stock Appreciation Rights Clause Example with 504 Variations from Business Contracts
This page contains Stock Appreciation Rights clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to a Service Provider at any time and from time to time as will be determined by the Administrator, in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise price for the Shares that will ...determine the amount of the payment to be received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. In the event a Stock Appreciation Right is granted in tandem with an Option, the exercise of the Stock Appreciation Right shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan. 7- (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) relating to the maximum term also will apply to Stock Appreciation Rights. (f) Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive a payment from the Company in an amount determined by multiplying: (i) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times (ii) The number of Shares with respect to which the Stock Appreciation Right is exercised. At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.View More
Variations of a "Stock Appreciation Rights" Clause from Business Contracts
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. 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. 4 (d) Term of SARs. The term of a 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 the foregoing, the rules of Section 6(d) relating to the maximum term also will apply to Stock Appreciation Rights. (f) (g) Payment of Stock Appreciation Right SAR Amount. Upon exercise of a Stock Appreciation Right, SAR, a Participant will shall be entitled to receive a payment from the Company in an amount determined by multiplying: (i) The the difference between the Fair Market Value of a Share on the date of exercise over the exercise grant price; times by (ii) The 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, or in some combination thereof. Shares issued upon SAR exercise shall be subject to such continuing restrictions as shall be provided in a Participant's 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. (i) No Repricing without Stockholder Approval. The Company shall not, without the approval of the stockholders of the Company, reduce the grant price of an outstanding SAR. And at any time when the grant price of an outstanding SAR is above the Fair Market Value of a share of Common Stock, the Company shall not, without the approval of the stockholders of the Company, provide for the cancellation and re-grant or the exchange of such outstanding SAR for either cash or a new Award with a lower (or no) exercise price. 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Stock Appreciation Rights. (a) a. Grant of Stock Appreciation Rights. SARs. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to a Service Provider the Administrator, at any time and from time to time time, may grant SARs to Service Providers in such amounts as the Administrator will be determined by the Administrator, determine in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any b. 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 SAR grant will be evidenced by an Award Agreement that will specify the exercise price, the number of Shares underlying the SAR grant, the term of the Stock Appreciation Right, SAR, the conditions of exercise, and such other terms and conditions (which need not be identical among Participants) as the Administrator, Administrator will determine in its sole discretion, discretion. c. Exercise Price and Other Terms. The per Share exercise price for the exercise of an SAR will determine. (e) Expiration be no less than the Fair Market Value per Share on the Grant Date. d. Time and Form 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 SAR Amount. Upon exercise of a Stock Appreciation Right, SAR, a Participant will be entitled to receive a payment from the Company in an amount determined by multiplying: no greater than: (i) The the difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times (ii) The the number of Shares with respect to which the Stock Appreciation Right SAR is exercised. At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise An Award Agreement may provide for a SAR to be paid in cash, in Shares of equivalent value, or in some a combination thereof. Jammin Java Corp. 2015 Equity Incentive Plan e. Forfeiture of SARs. All unexercised SARs shall be forfeited to the Company in accordance with the terms and conditions set forth in the Award Agreement and again will become available for grant under the Plan. 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 exercise over Substitute Awards (to the exercise price; times (ii) The number extent consistent with Code Section 409A). (b) Exercise of Shares with respect to which the SAR. Each Stock Appreciation Right 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 Right is exercised. At no longer exercisable, it shall be deemed to have terminated. Upon exercise of a SAR, payment to the discretion 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 Administrator, the total appreciation on which payment upon Stock Appreciation Right exercise (whether in cash and/or Shares) may be made in cash, in Shares the event of equivalent value, or in some combination thereof. the exercise of a SAR. View More
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right Rights may be granted to a Service Provider Participants, at the discretion of the Committee, in any time of the following forms: (i) In connection with the grant, and from time to time as will exercisable in lieu, of Options ("Tandem SARs"); (ii) In connection with, and exercisable in addition to, the grant of Options ("Additive SARs"); (iii) Independent of the grant of Options ("...Freestanding SARs"); or (iv) In any combination of the foregoing. (b) Exercise Price. The SAR Exercise Price shall be determined by in the Administrator, sole discretion of the Committee and set forth in its sole discretion. (b) Number the applicable Award Agreement, and shall be no less than 100% of Shares. the Fair Market Value of a Share on the Grant Date. The Administrator will have complete discretion SAR Exercise Price of a Tandem SAR or an Additive SAR shall be the same as the Option Price of the Related Option. (c) Exercise of Tandem SARs. Tandem SARs may be exercised with respect to determine all or part of the Shares subject to the Related Option. The exercise of Tandem SARs shall cause a reduction in the A-12 number of Shares subject to the Related Option equal to the number of Shares with respect to which the Tandem SAR is exercised. Conversely, the exercise, in whole or part, of a Related Option shall cause a reduction in 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 subject again to an Award under the Plan. Notwithstanding any Award other provision of Stock Appreciation Rights. (c) the Plan to the contrary, a Tandem SAR shall expire no later than the expiration of the Related Option and shall be exercisable only when and to the extent the Related Option is eligible to be exercised. In addition, if the Related Option is an ISO, a Tandem SAR shall be exercised for no more than 100% of the difference between the Fair Market Value of Shares subject to the Related Option at the time the Tandem SAR is exercised and the Option Price of the Related Option. (d) Exercise Price of Additive SARs. Additive SARs shall be deemed to be exercised upon, and in addition to, the exercise of the Related Option. The deemed exercise of Additive SARs shall not reduce the number of Shares with respect to which the Related Option remains unexercised. (e) Exercise of Freestanding SARs. Subject to Section 20 and the other provisions of the Plan, Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes upon such SARs. (f) Other Terms. The Conditions Applicable to SARs. In no event shall the term of any SAR granted under the Plan exceed ten years from the Grant Date. A SAR may be exercised only when the Fair Market Value of a Share exceeds either (i) the Fair Market Value per Share exercise price for on the Shares that will determine Grant Date in the amount case of a Freestanding SAR or (ii) the Option Price of the payment Related Option in the case of either a Tandem SAR or Additive SAR. A SAR shall be exercised by delivery to be received the Committee of a notice of exercise in the form prescribed by the Committee. (g) Payment Upon Exercise of SARs. Subject to the provisions of the Award Agreement, upon the exercise of a Stock Appreciation Right as set forth in Section 7(f) will SAR, the Participant shall be determined entitled to receive, without any payment to the Company (other than required tax withholding amounts), 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 Administrator and will be no less than one hundred percent (100%) 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 in the cancellation of the Option. Otherwise, the Administrator, subject SAR over (B) SAR Exercise Price. Payment 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 Participant shall 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, made 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 Shares, valued at the Fair Market Value of a Share on the date of exercise over exercise, in cash, or a combination thereof, as the exercise price; times (ii) The number Committee may provide in the Award Agreement. To the extent required to satisfy the conditions of Shares with respect Rule 16b-3(e) or as otherwise provided in the Award Agreement, the Committee shall have the sole discretion to which consent to or disapprove the Stock Appreciation Right election of any Participant to receive cash in full or partial settlement of an SAR. In cases where an election of settlement in cash must be consented to by the Committee, the Committee may consent to, or disapprove, such election at any time after such election, or within such period for taking action as is exercised. At specified in the discretion election, and failure to give consent shall be disapproval. Consent may be given in whole or as to a portion of the Administrator, SAR exercised by the payment upon Stock Appreciation Right exercise may be Participant. If the election to receive cash is disapproved in cash, in Shares of equivalent value, whole or in some combination thereof. part, the SAR shall be deemed to have been exercised for Shares, or, if so specified in the notice of exercise and election, not to have been exercised to the extent the election to receive cash is disapproved. View More
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. Subject to the terms and conditions other applicable provisions of the Plan, a Stock Appreciation Right the Committee may be granted to a Service Provider at any time and from time to time grant Stock Appreciation Rights ("SARs") to Participants, either on a free-standing basis (without regard to or in addition to the grant of a stock option) or on a tandem basis (related to the grant of an underlying stock option), as will it determines. SARs granted in t...andem with or in addition to a stock option may be granted either at the same time as the stock option or at a later time; provided, however, that a tandem SAR shall not be granted with respect to any outstanding Incentive Stock Option Award without the consent of the grantee. SARs shall be evidenced by Grant Agreements, executed by the Company and the grantee, stating the number of shares of Stock subject to the SAR evidenced thereby and the terms and conditions of such SAR, in such form as the Committee may from time to time determine. The term during which each SAR may be exercised shall be determined by the Administrator, in its sole discretion. (b) Number Committee. In no event shall a SAR be exercisable more than ten years from the date it is granted. The grantee shall have none of Shares. The Administrator will have complete discretion to determine the number rights of Shares subject a stockholder with respect to any Award Stock represented by a SAR. (b) Restrictions of Tandem SARs. No Incentive Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise price for Option may be surrendered in connection with 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 tandem SAR unless the Fair Market Value per Share on of the date of grant. In Stock subject to the event a Incentive Stock Appreciation Right Option is greater than the exercise price for such Incentive Stock Option. SARs granted in tandem with an Option, stock options shall be exercisable only to the same extent and subject to the same conditions as the stock options related thereto are exercisable. The Committee may, in its discretion, prescribe additional conditions to the exercise of any such tandem SAR. A-10 (c) Amount of Payment upon Exercise of SARs. A SAR shall entitle the Stock Appreciation Right shall automatically result in the cancellation of the Option. Otherwise, the Administrator, grantee to receive, subject to the provisions of the Plan, will have complete discretion Plan and the Grant Agreement, a payment having an aggregate value equal to determine the terms and conditions product of (i) the excess of (A) the Fair Market Value on the exercise date of one share of Stock Appreciation Rights granted under over (B) 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 base price per share of Stock Appreciation Rights. A specified in the Grant Agreement, times (ii) the number of shares of Stock Appreciation Right granted under the Plan will expire upon the date determined specified by the Administrator, in its sole discretion, and set forth in SAR, or portion thereof, that is exercised. In the Award Agreement. Notwithstanding the foregoing, the rules case 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, tandem SAR, such payment shall be made in exchange for the surrender of the unexercised related stock option (or any portion or portions thereof which the grantee from time to time determines to surrender for this purpose). The base price per share under a Participant will SAR 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 share of Stock on the date Grant Date, unless the SAR complies with Section 409A of the Code. (d) Form of Payment upon Exercise of SARs. Payment by the Company of the amount receivable upon any exercise over of a SAR may be made by the delivery of Stock or cash, or any combination of Stock and cash, as determined in the sole discretion of the Committee from time to time. If upon settlement of the exercise price; times (ii) The of a SAR a grantee is to receive a portion of such payment in Stock, the number of Shares shares of Stock shall be determined by dividing such portion by the Fair Market Value of a share of Stock on the exercise date. No fractional shares shall be used for such payment and the Committee shall determine whether cash shall be given in lieu of such fractional shares or whether such fractional shares shall be eliminated. Phantom Stock granted to a Participant shall be credited to a bookkeeping reserve account solely for accounting purposes and shall not require a segregation of any of the Company's assets. Each share of Phantom Stock shall represent the value of one share of Stock. Phantom Stock shall become payable in whole or in part in such form, at such time or times and pursuant to such conditions in accordance with the provisions of the Grant Agreement, and/or such rules and regulations as the Committee may prescribe, and/or such determinations, orders or decisions as the Committee may make. Except as otherwise provided in the applicable Grant Agreement, the grantee shall have none of the rights of a stockholder with respect to which the any shares represented by Phantom Stock Appreciation Right is exercised. At the discretion as a result of the Administrator, grant of Phantom Stock to the payment upon grantee. Phantom Stock Appreciation Right exercise may be in cash, in Shares contain such other provisions, not inconsistent with the provisions of equivalent value, the Plan, as the Committee shall determine desirable or in some combination thereof. appropriate from time to time. View More
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. Subject to the terms and conditions other applicable provisions of the Plan, a Stock Appreciation Right the Committee may be granted to a Service Provider at any time and from time to time grant Stock Appreciation Rights ("SARs") to Participants, either on a free-standing basis (without regard to or in addition to the grant of a stock option) or on a tandem basis (related to the grant of an underlying stock option), as will it determines. SARs granted in t...andem with or in addition to a stock option may be granted at the same time as the stock option; provided, however, that a tandem SAR shall not be granted with respect to any outstanding Incentive Stock Option Award without the consent of the Participant. SARs shall be evidenced by Grant Agreements, executed by the Company and the Participant, stating the number of shares of Stock subject to the SAR evidenced thereby and the terms and conditions of such SAR, in such form as the Committee may from time to time determine. The term during which each SAR may be exercised shall be determined by the Administrator, in its sole discretion. (b) Number Committee. In no event shall a SAR be exercisable more than ten (10) years from the date it is granted. The Participant shall have none of Shares. The Administrator will have complete discretion to determine the number rights of Shares subject a stockholder with respect to any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share represented by a SAR prior to exercise price for the Shares that will determine the amount of the payment to SAR. 12 (b) Restrictions of Tandem SARs. No Incentive Stock Option may be received upon surrendered in connection with the 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 tandem SAR unless the Fair Market Value per Share on of the date of grant. In Stock subject to the event a Incentive Stock Appreciation Right Option is greater than the exercise price for such Incentive Stock Option. SARs granted in tandem with an Option, stock options shall be exercisable only to the same extent and subject to the same conditions as the stock options related thereto are exercisable. The Committee may, in its discretion, prescribe additional conditions to the exercise of any such tandem SAR. (c) Amount of Payment upon Exercise of SARs. A SAR shall entitle the Stock Appreciation Right shall automatically result in the cancellation of the Option. Otherwise, the Administrator, Participant to receive, subject to the provisions of the Plan, will have complete discretion Plan and the Grant Agreement, a payment having an aggregate value equal to determine the terms and conditions product of (i) the excess of (A) the Fair Market Value of one share 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 on the exercise price, date over (B) 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 base price per share of Stock Appreciation Rights. A specified in the Grant Agreement, times (ii) the number of shares of Stock Appreciation Right granted under the Plan will expire upon the date determined specified by the Administrator, in its sole discretion, and set forth SAR, or portion thereof, that is exercised. The base price per share specified 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 Grant Agreement 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 share of Stock on the date Grant Date. In the case of exercise over of a tandem SAR, such payment shall be made in exchange for the surrender of the unexercised related stock option (or any portion or portions thereof which the Participant from time to time determines to surrender for this purpose). (d) Form of Payment upon Exercise of SARs. Payment by the Company of the amount receivable upon any exercise of a SAR shall be made by the delivery of the number of whole shares of Stock determined by dividing the amount payable under the SAR by the Fair Market Value of a share of Stock on 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, date, or in some combination thereof. cash. The amount equivalent in value to any fractional share will be paid out currently in cash. View More
Stock Appreciation Rights. (a) a. Grant of Stock Appreciation Rights. SARs. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to a Service Provider the Administrator, at any time and from time to time time, may grant SARs to Service Providers in such amounts as the Administrator will be determined by the Administrator, determine in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any b. 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 SAR grant will be evidenced by an Award Agreement that will specify the exercise price, the number of Shares underlying the SAR grant, the term of the Stock Appreciation Right, SAR, the conditions of exercise, and such other terms and conditions (which need not be identical among Participants) as the Administrator, Administrator will determine in its sole discretion, discretion. c. Exercise Price and Other Terms. The per Share exercise price for the exercise of an SAR will determine. (e) Expiration be no less than the Fair Market Value per Share on the Grant Date. d. Term of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan SARs. The term of each SAR will expire upon the date determined by the Administrator, in its sole discretion, and set forth be stated in the Award Agreement. Notwithstanding Unless terminated sooner in accordance with the remaining provisions of this Section 9, each SAR shall expire either ten (10) years after the Grant Date, or after a shorter term as may be fixed by the Board. Each Award Agreement shall set forth the extent to which the SAR may be exercised following termination of Service. Each Award Agreement shall provide the holder with the right to exercise the SAR following the Service Provider's termination of Service during the SAR term, to the extent the SAR was vested upon termination of Service, for at least thirty (30) days if termination of Service is due to any reason other than cause (as defined for this purpose by applicable law, the terms of the Award Agreement or a contract of employment), death or Disability, and for at least six (6) months after termination of Service if due to death or Disability (but in no event later than the expiration of the SAR term). If Service is terminated for cause, the Award Agreement may provide that the right to exercise the SAR terminates immediately on the effective date of termination of Service. To the extent the SAR was not vested upon termination of Service, the SAR shall terminate on the date of termination of Service. Subject to the foregoing, such provisions shall be determined in the rules sole discretion of Section 6(d) relating the Administrator, need not be uniform among all SARs issued pursuant to the maximum term also will apply to Stock Appreciation Rights. (f) Plan, and may reflect distinctions based on the reasons for termination of Service. e. Time and Form of Payment of Stock Appreciation Right SAR Amount. Upon exercise of a Stock Appreciation Right, SAR, a Participant will be entitled to receive a payment from the Company in an amount determined by multiplying: no greater than: (i) The the difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times (ii) The the number of Shares with respect to which the Stock Appreciation Right SAR is exercised. At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise An Award Agreement may provide for a SAR to be paid in cash, in Shares of equivalent value, or in some a combination thereof. f. Forfeiture of SARs. All unexercised SARs shall be forfeited to the Company in accordance with the terms and conditions set forth in the Award Agreement and again will become available for grant under the Plan. View More
Stock Appreciation Rights. (a) a. Grant of Stock Appreciation Rights. SARs. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to a Service Provider the Administrator, at any time and from time to time time, may grant SARs to Service Providers in such amounts as the Administrator will be determined by the Administrator, determine in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any b. 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 SAR grant will be evidenced by an Award Agreement that will specify the exercise price, the number of Shares underlying the SAR grant, the term of the Stock Appreciation Right, SAR, the conditions of exercise, and such other terms and conditions (which need not be identical among Participants) as the Administrator, Administrator will determine in its sole discretion, discretion. c. Exercise Price and Other Terms. The per Share exercise price for the exercise of an SAR will determine. (e) Expiration be no less than the Fair Market Value per Share on the Grant Date. d. Time and Form 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 SAR Amount. Upon exercise of a Stock Appreciation Right, SAR, a Participant will be entitled to receive a payment from the Company in an amount determined by multiplying: no greater than: (i) The the difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times (ii) The the number of Shares with respect to which the Stock Appreciation Right SAR is exercised. At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise An Award Agreement may provide for a SAR to be paid in cash, in Shares of equivalent value, or in some a combination thereof. A-11 e. Forfeiture of SARs. All unexercised SARs shall be forfeited to the Company in accordance with the terms and conditions set forth in the Award Agreement and again will become available for grant under the Plan. View More
Stock Appreciation Rights. (a) a. Grant of Stock Appreciation Rights. SARs. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to a Service Provider the Administrator, at any time and from time to time time, may grant SARs to Service Providers in such amounts as the Administrator will be determined by the Administrator, determine in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any b. 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 SAR grant will be evidenced by an Award Agreement that will specify the exercise price, the number of Shares underlying the SAR grant, the term of the Stock Appreciation Right, SAR, the conditions of exercise, and such other terms and conditions (which need not be identical among Participants) as the Administrator, Administrator will determine in its sole discretion, discretion. c. Exercise Price and Other Terms. The per Share exercise price for the exercise of an SAR will determine. (e) Expiration be no less than the Fair Market Value per Share on the Grant Date. d. Time and Form 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 SAR Amount. Upon exercise of a Stock Appreciation Right, SAR, a Participant will be entitled to receive a payment from the Company in an amount determined by multiplying: no greater than: (i) The the difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times (ii) The the number of Shares with respect to which the Stock Appreciation Right SAR is exercised. At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise An Award Agreement may provide for a SAR to be paid in cash, in Shares of equivalent value, or in some a combination thereof. e. Forfeiture of SARs. All unexercised SARs shall be forfeited to the Company in accordance with the terms and conditions set forth in the Award Agreement and again will become available for grant under the Plan. View More
Stock Appreciation Rights. (a) Grant of The Committee may, in its discretion, grant Stock Appreciation Rights. Subject Rights to the terms holders of any Stock Options granted hereunder. In addition, Stock Appreciation Rights may be granted independently of, and conditions of the Plan, a without relation to, Stock Options. A Stock Appreciation Right may is a right to receive a payment in cash, Class A Common Stock or a combination thereof, in an amount equal to the excess of (x) the Fair Market Value, or other specified v...aluation (which shall be granted to no more than the Fair Market Value), of 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 specified number of Shares subject shares of Class A Common Stock on the date the right is exercised over (y) the Fair Market Value, or other specified valuation (which, except in the case of Assumed Awards 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 extent permitted by Section 409A 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 Code, shall be no less than one hundred percent (100%) of the Fair Market Value per Share Value) of such shares of Class A Common Stock on the date of grant. In the event right is granted, all as determined by the Committee; provided, however, that if a Stock Appreciation Right is granted in tandem with an or in substitution for a Stock Option, the exercise of Fair Market Value designated in the Benefit Agreement may be the Fair Market Value on the date such Stock Option was granted. Each Stock Appreciation Right shall automatically result in the cancellation of the Option. Otherwise, the Administrator, be subject to the provisions of the Plan, will have complete discretion to determine the such terms and conditions of as the Committee shall impose from time to time. (b) Stock Appreciation Rights granted under the Plan. 7- (d) Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee; provided, however, that no Stock Appreciation Right Agreement. Each shall be exercisable later than ten years after the date it is granted. All Stock Appreciation Rights shall terminate at such earlier times and upon such conditions or circumstances as the Committee shall in its discretion set forth in such right. (c) The exercise of any Stock Appreciation Right grant will after termination of employment shall be evidenced by an Award Agreement that will specify the exercise price, the term subject to satisfaction of the conditions precedent that the participant neither (i) competes with, or takes other employment with or renders services to a competitor of, the Company, its subsidiaries or affiliates, nor (ii) conducts himself or herself in a manner adversely affecting the Company. 4 8. Stock Appreciation Right, the conditions Awards. The Committee may, in its discretion, grant Stock Awards (which may include mandatory payment of exercise, and bonus incentive compensation in stock) consisting of Class A Common Stock issued or transferred to participants with or without payments therefor. Stock Awards may be subject to such other terms and conditions as the Administrator, Committee determines to be appropriate, including, without limitation, restrictions on the sale or other disposition of such shares and the right of the Company to reacquire such shares for no consideration upon termination of the participant's employment within specified periods. The Committee may require the participant to deliver a duly signed stock power, endorsed 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) blank, relating to the maximum term also will apply to Class A Common Stock Appreciation Rights. (f) Payment of Stock Appreciation Right Amount. Upon exercise of covered by a Stock Appreciation Right, a Participant will Award. The Committee also may require that the stock certificates evidencing such shares be entitled to receive a payment from held in custody or bear restrictive legends until the Company in an amount determined by multiplying: (i) restrictions thereon shall have lapsed. The difference between Stock Award shall specify whether the Fair Market Value of a Share on the date of exercise over the exercise price; times (ii) The number of Shares participant shall have, with respect to which the shares of Class A Common Stock Appreciation Right is exercised. At the discretion subject to a Stock Award, all of the Administrator, rights of a holder of shares of Class A Common Stock of the payment upon Company, including the right to receive dividends and to vote the shares; provided that if a participant has the right to receive dividends paid with respect to a Stock Appreciation Right exercise may Award, such dividends shall be in cash, in Shares of equivalent value, or in some combination thereof. subject to the same vesting terms as the related Stock Award. View More
