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 Grant. An Award of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted shall entitle the Participant, subject to a Service Provider at any time terms and from time to time as will be conditions determined by the Administrator, in its sole discretion. (b) Number Committee, to receive upon exercise of Shares. The Administrator will have complete discretion to determine the Stock Appreciation Right all or a portion of the e...xcess of (i) the Fair Market Value of a specified number of Shares as of the date of exercise of the Stock Appreciation Right over (ii) a specified purchase price which shall not be less than 100% of the Fair Market Value of such Shares as of the date of grant of the Stock Appreciation Right. Each Stock Appreciation Right shall be subject to any such terms as provided in the applicable Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise price for Agreement. Except as otherwise provided in the Shares that will determine the amount of the payment to be received applicable Award Agreement, upon exercise of a Stock Appreciation Right as set forth Right, payment to the Participant (or to his or her successor) shall be made in Section 7(f) will be the form of cash, Shares or a combination of cash and Shares (as determined by the Administrator and will be no less than one hundred percent (100%) Committee if not otherwise specified in the Award Agreement) as promptly as practicable after such exercise. The Award Agreement may provide for a limitation upon the amount or percentage of the Fair Market Value per Share total appreciation on which payment (whether in cash and/or Stock) may be made in the event of the exercise of a Stock Appreciation Right. (b) Exercisability. Each Stock Appreciation Right shall vest and be exercisable in whole or in part on the date of grant. terms provided in the Award Agreement. In the no event shall any Stock Appreciation Right be exercisable at any time after its Term. When a Stock Appreciation Right is granted in tandem with an Option, the exercise of the no longer exercisable, it shall be deemed to have lapsed or terminated. No Stock Appreciation Right may be exercised for a fraction of a Share. 13 9. Performance Shares. (a) Initial Award. An Award of Performance Shares shall automatically result entitle a Participant to future payments based upon the achievement of performance targets established in writing by the cancellation of Committee. Payment shall be made in cash, Stock, Restricted Stock or any combination, as determined by the Option. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms Committee. Such performance targets 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 shall be determined by the Administrator, Committee in its sole discretion, will determine. (e) Expiration discretion. The Award Agreement shall provide for the timing of Stock Appreciation Rights. A Stock Appreciation Right granted under such payment. (b) Acceleration and Adjustment. The applicable Award Agreement may permit an acceleration of the Plan will expire Performance Period and an adjustment of performance targets and payments with respect to some or all of the Performance Shares awarded to a Participant, upon the date determined by the Administrator, in its sole discretion, such terms and conditions as shall be set forth in the Award Agreement. Notwithstanding Agreement, upon the foregoing, occurrence of certain events, which may, but need not, include without limitation, the rules Participant's death or Disability, a change in accounting practices 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 or its Affiliates, a reclassification, stock dividend, stock split or stock combination, or other event as provided 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 Section 13(f) hereof. (c) Voting; Dividends. Participants holding Performance Shares shall have no voting rights with respect to which such Awards and shall have no dividend rights with respect to Shares subject to such Performances Shares other than as the Stock Appreciation Right is exercised. At Committee so provides, in its discretion, in an Award Agreement; provided, that, any such dividends shall be subject to such restrictions and conditions as the discretion of Committee may establish with respect to the Administrator, Performance Shares and shall be payable only at the payment upon Stock Appreciation Right exercise same time as the underlying Performance Shares may be in cash, in Shares of equivalent value, or in some combination thereof. become earned, vested, and payable. View More
Stock Appreciation Rights. (a) A. Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, Terms. The Committee may grant a Stock Appreciation Right may be independent of an Option or in connection with an Option or a portion thereof. A Stock Appreciation Right granted to in connection with an Option or a Service Provider at any time and from time to time as will be determined portion thereof shall cover the same shares of Stock covered by the Administrator, in its sole discretion. (b) Number o...f Shares. Option, or a lesser number as the Committee may determine. The Administrator will have complete discretion to determine the maximum number of Shares shares of Stock subject to any Awards for Stock Appreciation Rights for grants intended to qualify as Performance-Based Awards during a calendar year shall be 1,000,000. The term of each Stock Appreciation Right shall not be more than ten (10) years from the date of granting thereof, as determined under Section 16, or such shorter period as is prescribed in the Award Agreement. B. Exercise Terms. The exercise price per share 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 shall not be determined by the Administrator and will be no less than one hundred percent (100%) 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 at the cancellation time 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 granting, as determined 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 Section 16, 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. Right. A Stock Appreciation Right granted under independent of an Option shall entitle the Plan will expire Participant 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 exercise 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 equal to the excess of the Fair Market Value on the exercise date of a share of Stock over the exercise price per share, times the number of Stock Appreciation Rights exercised. A Stock Appreciation Right granted in connection with an Option shall entitle the Participant to surrender an unexercised Option (or portion thereof) and to receive in exchange an amount equal to the excess of the Fair Market Value on the exercise date of a share of Stock over the exercise price per share for the Option, times the number of shares covered by multiplying: the Option (or portion thereof) which is surrendered. Payment may be made, in the discretion of the Committee, in (i) Stock, (ii) cash or (iii) any combination of Stock and cash. Cash shall be paid for fractional shares of Stock upon the exercise of a Stock Appreciation Right. C. Limitations. The difference between Committee may include in the Award Agreement such conditions upon the exercisability or transferability of Stock Appreciation Rights as it determines in its sole discretion. In no event shall Stock Appreciation Right holders be entitled to dividends or dividend equivalents with respect to such Stock Appreciation Rights. 6 7. Other Stock-Based Awards and Cash-Based Awards. The Committee may, in its sole discretion, grant Awards of Stock, restricted Stock, restricted Stock units and other Awards that are valued in whole or in part by reference to the Fair Market Value of Stock. These Awards shall collectively be referred to herein as Other Stock-Based Awards. The Committee may also, in its sole discretion, grant Cash-Based Awards, which shall have a Share value as may be determined by the Committee. Other Stock-Based Awards shall be in such form, and dependent on such conditions, if any, as the date Committee shall determine, including, but not limited to, the right to receive fully-vested shares or the right to receive one or more shares of exercise over Stock (or the exercise price; times (ii) The number cash-equivalent thereof) upon the completion of Shares a specified period of service, the occurrence of an event or the attainment of performance objectives. Other Stock-Based Awards and Cash-Based Awards may be granted with or in addition to other Awards. Subject to the other terms of the Plan, Other Stock-Based Awards and Cash-Based Awards may be granted to such Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee and set forth in an Award Agreement; provided that, the maximum Cash-Based Award that may be granted to a Participant in a calendar year is $1,000,000 to the extent it is also a Performance-Based Award. Notwithstanding the foregoing, no dividends or dividend equivalents shall be paid with respect to which the Stock Appreciation Right is exercised. At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may unvested Other Stock-Based Awards, including Other Stock-Based Awards that are intended to be in cash, in Shares of equivalent value, or in some combination thereof. Performance-Based Awards. View More
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. SARs. Subject to the terms and conditions of the Plan, a Stock Appreciation Right SAR may be granted to a Service Provider Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion. The Administrator may grant Affiliated SARs, Freestanding SARs, Tandem SARs, or any combination thereof. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject SARs gra...nted to any Award of Stock Appreciation Rights. Service Provider; provided, however, no Service Provider will be granted, in any Fiscal Year, SARs covering more than 250,000 Shares. Notwithstanding the limitation in the previous sentence, in connection with his or her initial service a Service Provider may be granted SARs covering up to an additional 250,000 Shares. The foregoing limitations will be adjusted proportionately in connection with any change in the Company's capitalization as described in Section 14. In addition, if a SAR is cancelled in the same Fiscal Year in which it was granted (other than in connection with a transaction described in Section 14), the cancelled SAR will be counted against the numerical share limits set forth above. (c) Exercise Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the payment to be received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. In the event a Stock Appreciation Right is granted in tandem with an Option, the exercise of the Stock Appreciation Right shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights SARs granted under the Plan. 7- Plan; provided, however, that the per Share exercise price of a SAR will be no less than 100% of the Fair Market Value per Share on the date of grant. However, the exercise price of Tandem or Affiliated SARs will equal the exercise price of the related Option. (d) Exercise of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. A Tandem SAR may be exercised only with respect to the Shares for which its related Option is then exercisable. With respect to a Tandem SAR granted in connection with an Incentive Stock Appreciation Right Option: (a) the Tandem SAR will expire B-10 Exhibit 10.2 no later than the expiration of the underlying Incentive Stock Option; (b) the value of the payout with respect to the Tandem SAR will be for no more than one hundred percent (100%) of the difference between the exercise price of the underlying Incentive Stock Option and the Fair Market Value of the Shares subject to the underlying Incentive Stock Option at the time the Tandem SAR is exercised; and (c) the Tandem SAR will be exercisable only when the Fair Market Value of the Shares subject to the Incentive Stock Option exceeds the Exercise Price of the Incentive Stock Option. (e) Exercise of Affiliated SARs. An Affiliated SAR will be deemed to be exercised upon the exercise of the related Option. The deemed exercise of an Affiliated SAR will not necessitate a reduction in the number of Shares subject to the related Option. (f) Exercise of Freestanding SARs. Freestanding SARs will be exercisable on such terms and conditions as the Administrator, in its sole discretion, will determine. (g) SAR Agreement. Each Stock Appreciation Right SAR grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, SAR, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. (e) Expiration (h) Maximum Term/Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under SARs. The term of each SAR will be stated in the Plan Award Agreement and will expire upon be ten (10) years from the date determined by the Administrator, in its sole discretion, and set forth of grant or such shorter term as may be provided 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) (i) Payment of Stock Appreciation Right SAR Amount. Upon exercise of a Stock Appreciation Right, an SAR, a Participant will be entitled to receive a payment from the Company in an amount determined by multiplying: (i) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times (ii) The number of Shares with respect to which the Stock Appreciation Right SAR is exercised. At the discretion of the Administrator, the payment upon Stock Appreciation Right SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof. View More
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. Subject The Committee may authorize grants 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 exerc...ise 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 Participants of Stock Appreciation Rights. A Stock Appreciation Right granted is the right of the Participant to receive from the Company an amount, which shall be determined by the Committee and shall be expressed as a percentage (not exceeding 100 percent) of the Spread at the time of the exercise of such right. Any grant of Stock Appreciation Rights under the Plan will expire shall be upon such terms and conditions as the Committee may determine in accordance with the following provisions: 6.1 Payment in Cash or Shares. Any grant may specify that the amount payable 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 Right will be entitled to receive a payment from paid by the Company in an amount determined by multiplying: (i) The difference between cash, Shares or any combination thereof or may grant to the Fair Market Value Participant or reserve to the Committee the right to elect among those alternatives. 6.2 Vesting. Any grant may specify (a) a waiting period or periods before Stock Appreciation Rights shall become exercisable and (b) permissible dates or periods on or during which Stock Appreciation Rights shall be exercisable, and any grant may provide for the earlier exercise of such rights in the event of a Share on termination of employment. Vesting may be further conditioned upon the date attainment of exercise over Performance Goals established by the exercise price; times (ii) The number of Shares with respect Committee. 6.3 Exercise Period. Subject to which the Section 18.9, no Stock Appreciation Right is exercised. At granted under the discretion of Plan may be exercised more than ten years from the Administrator, the payment upon Grant Date. The Committee may impose deemed exercise rules on Stock Appreciation Right exercise Rights on substantially the same terms and conditions as permitted for Options under Section 5.6(b) above. 6.4 Award Agreement. Each grant shall be evidenced by an Award Agreement containing such terms and provisions as the Committee may be in cash, in Shares determine consistent with the Plan. 6.5 Stock Appreciation Rights — Stock Rights Exemption. Stock Appreciation Rights granted under the Plan are intended to qualify as "stock rights" within the meaning of equivalent value, or in some combination thereof. Treas. Reg. Section 1.409A-1(b)(5). View More
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. SARs. Subject to the terms and conditions of the Plan, a Stock Appreciation Right SAR may be granted to a Service Provider Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion. The Administrator may grant Affiliated SARs, Freestanding SARs, Tandem SARs, or any combination thereof. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject SARs gra...nted to any Award of Stock Appreciation Rights. Service Provider, provided that during any Fiscal Year, no Participant will be granted SARs covering more than 1,000,000 Shares. Notwithstanding the foregoing limitation, in connection with a Participant's initial service as an Employee, an Employee may be granted SARs covering up to an additional 1,000,000 Shares. (c) Exercise Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the payment to be received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. In the event a Stock Appreciation Right is granted in tandem with an Option, the exercise of the Stock Appreciation Right shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights SARs granted under the Plan. 7- However, the exercise price of a Freestanding SAR will not be less than one hundred percent (100%) of the Fair Market Value of a Share on the grant date. The exercise price of Tandem or Affiliated SARs will equal the exercise price of the related Option. (d) Exercise of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. A Tandem SAR may be exercised only with respect to the Shares for which its related Option is then exercisable. With respect to a Tandem SAR granted in connection with an Incentive Stock Appreciation Right Option: (a) the Tandem SAR will expire no later than the expiration of the underlying Incentive Stock Option; (b) the value of the payout with respect to the Tandem SAR will be for no more than one hundred percent (100%) of the difference between the exercise price of the underlying Incentive Stock Option and the Fair Market Value of the Shares subject to the underlying Incentive Stock Option at the time the Tandem SAR is exercised; and (c) the Tandem SAR will be exercisable only when the Fair Market Value of the Shares subject to the Incentive Stock Option exceeds the Exercise Price of the Incentive Stock Option. (e) Exercise of Affiliated SARs. An Affiliated SAR will be deemed to be exercised upon the exercise of the related Option. The deemed exercise of an Affiliated SAR will not necessitate a reduction in the number of Shares subject to the related Option. (f) Exercise of Freestanding SARs. Freestanding SARs will be exercisable on such terms and conditions as the Administrator, in its sole discretion, will determine. (g) SAR Agreement. Each Stock Appreciation Right SAR grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, SAR, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. (e) 13 (h) Expiration of Stock Appreciation Rights. A Stock Appreciation Right SARs. An SAR granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Agreement, but not later than ten (10) years from the date of grant. Notwithstanding the foregoing, the rules of Section 6(d) relating to the maximum term 6(d)(ii), 6(d)(iii) and 6(d)(iv) also will apply to Stock Appreciation Rights. (f) SARs. (i) Payment of Stock Appreciation Right SAR Amount. Upon exercise of a Stock Appreciation Right, an SAR, a Participant will be entitled to receive a payment from the Company in an amount determined by multiplying: (i) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times (ii) The number of Shares with respect to which the Stock Appreciation Right SAR is exercised. At the discretion of the Administrator, the payment upon Stock Appreciation Right SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof. Unless the Administrator determines otherwise, SARs for which payment upon exercise is made in cash will comply with the requirements of Section 409A of the Code and the regulations issued thereunder. View More
Stock Appreciation Rights. (a) Grant Grant. An Award of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted shall entitle the Participant, subject to a Service Provider at any time terms and from time to time as will be conditions determined by the Administrator, in its sole discretion. (b) Number Committee, to receive upon exercise of Shares. The Administrator will have complete discretion to determine the Stock Appreciation Right all or a portion of the e...xcess of (i) the Fair Market Value of a specified number of Shares as of the date of exercise of the Stock Appreciation Right over (ii) a specified purchase price which shall not be less than 100% of the Fair Market Value of such Shares as of the date of grant of the Stock Appreciation Right. Each Stock Appreciation Right shall be subject to any such terms as provided in the applicable Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise price for Agreement. Except as otherwise provided in the Shares that will determine the amount of the payment to be received applicable Award Agreement, upon exercise of a Stock Appreciation Right as set forth Right, payment to the Participant (or to his or her successor) shall be made in Section 7(f) will be the form of cash, Shares or a combination of cash and Shares (as determined by the Administrator and will be no less than one hundred percent (100%) Committee if not otherwise specified in the Award Agreement) as promptly as practicable after such exercise. The Award Agreement may provide for a limitation upon the amount or percentage of the Fair Market Value per Share total appreciation on which payment (whether in cash and/or Stock) may be made in the event of the exercise of a Stock Appreciation Right. (b) Exercisability. Each Stock Appreciation Right shall vest and be exercisable in whole or in part on the date of grant. terms provided in the Award Agreement. In the no event shall any Stock Appreciation Right be exercisable at any time after its Term. When a Stock Appreciation Right is granted in tandem with an Option, the exercise of the no longer exercisable, it shall be deemed to have lapsed or terminated. No Stock Appreciation Right may be exercised for a fraction of a Share. 13 9. Performance Shares. (a) Initial Award. An Award of Performance Shares shall automatically result entitle a Participant to future payments based upon the achievement of performance targets established in writing by the cancellation of Committee. Payment shall be made in cash, Stock, Restricted Stock or any combination, as determined by the Option. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms Committee. Such performance targets 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 shall be determined by the Administrator, Committee in its sole discretion, will determine. (e) Expiration discretion. The Award Agreement shall provide for the timing of Stock Appreciation Rights. A Stock Appreciation Right granted under such payment. (b) Acceleration and Adjustment. The applicable Award Agreement may permit an acceleration of the Plan will expire Performance Period and an adjustment of performance targets and payments with respect to some or all of the Performance Shares awarded to a Participant, upon the date determined by the Administrator, in its sole discretion, such terms and conditions as shall be set forth in the Award Agreement. Notwithstanding Agreement, upon the foregoing, occurrence of certain events, which may, but need not, include without limitation, the rules Participant's death or Disability, a change in accounting practices 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 or its Affiliates, a reclassification, stock dividend, stock split or stock combination, or other event as provided 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 Section 13(f) hereof. (c) Voting; Dividends. Participants holding Performance Shares shall have no voting rights with respect to which such Awards and shall have no dividend rights with respect to Shares subject to such Performances Shares other than as the Stock Appreciation Right is exercised. At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be Committee so provides, in cash, its discretion, in Shares of equivalent value, or in some combination thereof. an Award Agreement. View More
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. Subject The Committee may authorize grants 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 exerc...ise 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 Participants of Stock Appreciation Rights. A Stock Appreciation Right granted is the right of the Participant to receive from the Company an amount, which shall be determined by the Committee and shall be expressed as a percentage (not exceeding 100 percent) of the Spread at the time of the exercise of such right. Any grant of Stock Appreciation Rights under the Plan will expire shall be upon such terms and conditions as the Committee may determine in accordance with the following provisions: 6.1 Payment in Cash or Shares. Any grant may specify that the amount payable 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 Right will be entitled to receive a payment from paid by the Company in an amount determined by multiplying: (i) The difference between cash, Shares or any combination thereof or may grant to the Fair Market Value Participant or reserve to the Committee the right to elect among those alternatives. 6.2 Vesting. Any grant may specify (a) a waiting period or periods before Stock Appreciation Rights shall become exercisable and (b) permissible dates or periods on or during which Stock Appreciation Rights shall be 7 exercisable, and any grant may provide for the earlier exercise of such rights in the event of a Share on termination of employment. Vesting may be further conditioned upon the date attainment of exercise over Performance Goals established by the exercise price; times (ii) The number of Shares with respect Committee. 6.3 Exercise Period. Subject to which the Section 18.9, no Stock Appreciation Right is exercised. At granted under the discretion of Plan may be exercised more than ten years from the Administrator, Grant Date. If a Spread exists on the payment upon last day that a Stock Appreciation Right exercise may be in cash, in Shares exercised under an Award Agreement, the affected Participant shall be deemed to have exercised the vested portion of equivalent value, or in some combination thereof. such Stock Appreciation Right without the requirement of any further action. 6.4 Award Agreement. Each grant shall be evidenced by an Award Agreement containing such terms and provisions as the Committee may determine consistent with the Plan. View More
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. SARs. Subject to the terms and conditions of the Plan, a Stock Appreciation Right SAR may be granted to a Service Provider Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion. The Administrator may grant Affiliated SARs, Freestanding SARs, Tandem SARs, or any combination thereof. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject SARs gra...nted to any Award of Stock Appreciation Rights. Service Provider, provided that during any Fiscal Year, no Participant will be granted SARs covering more than 1,000,000 Shares. Notwithstanding the foregoing limitation, in connection with a Participant's initial service as an Employee, an Employee may be granted SARs covering up to an additional 1,000,000 Shares. (c) Exercise Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the payment to be received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. In the event a Stock Appreciation Right is granted in tandem with an Option, the exercise of the Stock Appreciation Right shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights SARs granted under the Plan. 7- However, the exercise price of a Freestanding SAR will not be less than one hundred percent (100%) of the Fair Market Value of a Share on the grant date. The exercise price of Tandem or Affiliated SARs will equal the exercise price of the related Option. (d) Exercise of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. A Tandem SAR may be exercised only with respect to the Shares for which its related Option is then exercisable. With respect to a Tandem SAR granted in connection with an Incentive Stock Appreciation Right Option: (a) the Tandem SAR will expire no later than the expiration of the underlying Incentive Stock Option; (b) the value of the payout with respect to the Tandem SAR will be for no more than one hundred percent (100%) of the difference between the exercise price of the underlying Incentive Stock Option and the Fair Market Value of the Shares subject to the underlying Incentive Stock Option at the time the Tandem SAR is exercised; and (c) the Tandem SAR will be exercisable only when the Fair Market Value of the Shares subject to the Incentive Stock Option exceeds the Exercise Price of the Incentive Stock Option. (e) Exercise of Affiliated SARs. An Affiliated SAR will be deemed to be exercised upon the exercise of the related Option. The deemed exercise of an Affiliated SAR will not necessitate a reduction in the number of Shares subject to the related Option. (f) Exercise of Freestanding SARs. Freestanding SARs will be exercisable on such terms and conditions as the Administrator, in its sole discretion, will determine. (g) SAR Agreement. Each Stock Appreciation Right SAR grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, SAR, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. (e) (h) Expiration of Stock Appreciation Rights. A Stock Appreciation Right SARs. An SAR granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Agreement, but not later than ten (10) years from the date of grant. Notwithstanding the foregoing, the rules of Section 6(d) relating to the maximum term 6(d)(ii), 6(d)(iii) and 6(d)(iv) also will apply to Stock Appreciation Rights. (f) SARs. (i) Payment of Stock Appreciation Right SAR Amount. Upon exercise of a Stock Appreciation Right, an SAR, a Participant will be entitled to receive a payment from the Company in an amount determined by multiplying: (i) The difference between the Fair Market Value of a Share on the last market trading date preceding the date of exercise over the exercise price; times (ii) The number of Shares with respect to which the Stock Appreciation Right SAR is exercised. At the discretion of the Administrator, the payment upon Stock Appreciation Right SAR exercise may be in cash, in Shares of equivalent value, value based on the fair market value on the last market trading date preceding the exercise date, or in some combination thereof. Unless the Administrator determines otherwise, SARs for which payment upon exercise is made in cash will comply with the requirements of Section 409A of the Code and the regulations issued thereunder. View More
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. Subject The Committee may authorize grants 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 exerc...ise 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 Participants of Stock Appreciation Rights. A Stock Appreciation Right granted is the right of the Participant to receive from the Company an amount, which shall be determined by the Committee and shall be expressed as a percentage (not exceeding 100 percent) of the Spread at the time of the exercise of such right. Any grant of Stock Appreciation Rights under the Plan will expire shall be upon such terms and conditions as the Committee may determine in accordance with the following provisions: 6.1 Payment in Cash or Shares. Any grant may specify that the amount payable 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 Right will be entitled to receive a payment from paid by the Company in an amount determined by multiplying: (i) The difference between cash, Shares or any combination thereof or may grant to the Fair Market Value Participant or reserve to the Committee the right to elect among those alternatives. 6.2 Vesting. Any grant may specify (a) a waiting period or periods before Stock Appreciation Rights shall become exercisable and (b) permissible dates or periods on or during which Stock Appreciation Rights shall be exercisable, and any grant may provide for the earlier exercise of such rights in the event of a Share on termination of employment. Vesting may be further conditioned upon the date attainment of exercise over Performance Goals established by the exercise price; times (ii) The number of Shares with respect Committee. 6 6.3 Exercise Period. Subject to which the Section 18.9, no Stock Appreciation Right is exercised. At granted under the discretion of Plan may be exercised more than ten years from the Administrator, Grant Date. If a Spread exists on the payment upon last day that a Stock Appreciation Right exercise may be in cash, in Shares exercised under an Award Agreement, the affected Participant shall be deemed to have exercised the vested portion of equivalent value, or in some combination thereof. such Stock Appreciation Right without the requirement of any further action. 6.4 Award Agreement. Each grant shall be evidenced by an Award Agreement containing such terms and provisions as the Committee may determine consistent with the Plan. View More
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. SARs. Subject to the terms and conditions of the Plan, a Stock Appreciation Right SAR may be granted to a Service Provider Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion. The Administrator may grant Affiliated SARs, Freestanding SARs, Tandem SARs, or any combination thereof. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject SARs gra...nted to any Award of Stock Appreciation Rights. Service Provider; provided, however, no Service Provider will be granted, in any Fiscal Year, SARs covering more than 1,000,000 Shares. Notwithstanding the limitation in the previous sentence, in connection with his or her initial service a Service Provider may be granted SARs covering up to an additional 1,000,000 Shares. The foregoing limitations will be adjusted proportionately in connection with any change in the Company's capitalization as described in Section 17. In addition, if a SAR is cancelled in the same Fiscal Year in which it was granted (other than in connection with a transaction described in Section 17), the cancelled SAR will be counted against the numerical share limits set forth above. (c) Exercise Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the payment to be received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. In the event a Stock Appreciation Right is granted in tandem with an Option, the exercise of the Stock Appreciation Right shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights SARs granted under the Plan. 7- Plan; provided, however, that the per Share exercise price of a SAR will be no less than 100% of the Fair Market Value per Share on the date of grant. However, the exercise price of Tandem or Affiliated SARs will equal the exercise price of the related Option. (d) Exercise of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. A Tandem SAR may be exercised only with respect to the Shares for which its related Option is then exercisable. With respect to a Tandem SAR granted in connection with an Incentive Stock Appreciation Right Option: (a) the Tandem SAR will expire no later than the expiration of the underlying Incentive Stock Option; (b) the value of the payout with respect to the Tandem SAR will be for no more than one hundred percent (100%) of the difference between the exercise price of the underlying Incentive Stock Option and the Fair Market Value of the Shares subject to the underlying Incentive Stock Option at the time the Tandem SAR is exercised; and (c) the Tandem SAR will be exercisable only when the Fair Market Value of the Shares subject to the Incentive Stock Option exceeds the Exercise Price of the Incentive Stock Option. (e) Exercise of Affiliated SARs. An Affiliated SAR will be deemed to be exercised upon the exercise of the related Option. The deemed exercise of an Affiliated SAR will not necessitate a reduction in the number of Shares subject to the related Option. (f) Exercise of Freestanding SARs. Freestanding SARs will be exercisable on such terms and conditions as the Administrator, in its sole discretion, will determine. (g) SAR Agreement. Each Stock Appreciation Right SAR grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, SAR, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. (e) Expiration (h) Maximum Term/Expiration of Stock Appreciation Rights. A Stock Appreciation Right SARs. An SAR granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, foregoing provisions of this Section 9, the rules of Section 6(d) 6(b) relating to the maximum term, (i.e., that an SAR may not have a term longer than seven (7) years from the date of grant) and Section 6(d) relating to post-termination exercise also will apply to Stock Appreciation Rights. (f) SARs. (i) Payment of Stock Appreciation Right SAR Amount. Upon exercise of a Stock Appreciation Right, an SAR, a Participant will be entitled to receive a payment from the Company in an amount determined by multiplying: A-10 (i) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times (ii) The number of Shares with respect to which the Stock Appreciation Right SAR is exercised. At the discretion of the Administrator, the payment upon Stock Appreciation Right SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof. View More
