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.
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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. 10 (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: (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.
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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 17.9, 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.
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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 Amount. 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.
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Stock Appreciation Rights.
(a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right The Committee 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 authorize grants 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 Grantees of Stock Appreciation Rights. A Stock Appreciation Right granted under is the Plan will expire upon right of the date Grantee to receive from the Company an amount, which shall be determined by the Administrator, in its sole discretion, Committee and set forth in shall be expressed as a percentage (not exceeding 100 percent) of the Award Agreement. Notwithstanding Spread at the foregoing, time of the rules exercise of Section 6(d) relating to the maximum term also will apply to Stock Appreciation Rights. (f) Payment such right. Any grant of Stock Appreciation Right Amount. Upon Rights under this Plan shall be upon such terms and conditions as the Committee may determine in accordance with the following provisions: (a)Payment in Shares. Each grant shall specify that the amount payable upon the exercise of a Stock Appreciation Right, a Participant will Right shall be entitled to receive a payment from paid by the Company in Shares. (b)Exercise Period. Any grant may specify (i) a waiting period or periods before Stock Appreciation Rights shall become exercisable and (ii) permissible dates or periods on or during which Stock Appreciation Rights shall be exercisable. (c)Award Agreement. Each grant shall be evidenced by an amount determined by multiplying: (i) The difference between Award Agreement which shall describe the subject Stock Appreciation Rights, specify the Base Price (which shall be equal to or greater than 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 Grant Date), state that the Stock Appreciation Right is exercised. At the discretion Rights are subject to all of the Administrator, terms and conditions of this Plan and contain such other terms and provisions as the payment upon Committee may determine consistent with this Plan. (d)Exercise Period. No Stock Appreciation Right exercise granted under this Plan may be in cash, in Shares of equivalent value, or in some combination thereof. exercised more than ten years from the Grant Date.
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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 SARs granted to ...any Service Provider, subject to any Award the limits set forth in Section 3 of Stock Appreciation Rights. the Plan. (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, that, the exercise price of a SAR is at least 100% of the Fair Market Value of the Shares subject to the SAR; provided, further, 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: (i) the Tandem SAR will expire no later than the expiration of the underlying Incentive Stock Option; (ii) 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 (iii) 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. 2000 Stock Plan11As Amended Feb. 28, 2018 (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. Notwithstanding the foregoing, the rules of Section 6(d) relating to the maximum term 8(c) also will apply to Stock Appreciation Rights. (f) SARs. (i) 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: (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.
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Stock Appreciation Rights. (a) Grant of
Stock Appreciation Rights. SARs. Subject to the terms and conditions of
the this Plan, a
Stock Appreciation Right SAR may be granted to a Service Provider at any time and from time to time as
will may be determined by the Administrator, in its sole discretion.
(b) Number of Shares. The Administrator
will have has complete discretion to determine the number of
Shares subject SARs granted to any
Award Service Provider. Subject to the provisions of
Stock Appreciation Rights. (c) Exerci...se Price Section 6(b), the Administrator has complete discretion to determine the terms and Other Terms. The conditions of SARs granted under this Plan, including the sole discretion to accelerate exercisability at any time, but the per Share exercise price for the Shares that will determine the amount of the payment to be received the Company receives upon exercise of a Stock Appreciation Right as set forth in Section 7(f) SAR will not 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 (b) SAR Agreement. Each Stock Appreciation Right SAR grant will must be evidenced by an Award Agreement that will specify specifies the exercise price, the term of the Stock Appreciation Right, term, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will may determine. (e) (c) Expiration of Stock Appreciation Rights. SARs. A Stock Appreciation Right SAR granted under the this Plan will expire upon the date determined by the Administrator, in its sole discretion, and as set forth in the Award Agreement. Agreement; but no SAR may be exercisable later than 10 years after the date of grant. Notwithstanding the foregoing, the rules of Section 6(d) relating to the maximum term Sections 7(f)(ii), 7(f)(iii) and 7(f)(iv) also will apply to Stock Appreciation Rights. (f) SARs. (d) 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: (i) The difference between the Fair Market Value of a Share on the date of exercise over and the exercise price; times 12 (ii) The number of Shares with respect to which the Stock Appreciation Right SAR is exercised. At the sole discretion of the Administrator, the payment upon Stock Appreciation Right the exercise of a SAR may be in cash, in Shares of equivalent value, or in some combination thereof.
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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 by multiplying: (i) The difference between equal to the excess of the Fair Market Value on the exercise date of a Share on the date share of exercise Stock over the exercise price; price per share, times (ii) The the number of Shares with respect to which the 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 the Option (or portion thereof) which is exercised. At surrendered. Payment may be made, in the discretion of the Administrator, 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 payment exercise of a Stock Appreciation Right. C. Limitations. The 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 exercise holders be entitled to dividends or dividend equivalents with respect to such Stock Appreciation Rights. 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 value as may be determined by the Committee. Other Stock-Based Awards shall be in cash, in Shares such form, and dependent on such conditions, if any, as the 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 equivalent value, Stock (or the cash-equivalent thereof) upon the completion of 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 some combination thereof. 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 unvested Other Stock-Based Awards, including Other Stock-Based Awards that are intended to be Performance-Based Awards.
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Stock Appreciation Rights. (a) Grant of
Stock Appreciation Rights. SARs. Subject to the terms and conditions of
the this Plan, a
Stock Appreciation Right SAR may be granted to a Service Provider at any time and from time to time as
will may be determined by the Administrator, in its sole discretion.
(b) Number of Shares. The Administrator
will have has complete discretion to determine the number of
Shares subject SARs granted to any
Award Service Provider. Subject to the provisions of
Stock Appreciation Rights. (c) Exerci...se Price Section 6(b), the Administrator has complete discretion to determine the terms and Other Terms. The conditions of SARs granted under this Plan, including the sole discretion to accelerate exercisability at any time, but the per Share exercise price for the Shares that will determine the amount of the payment to be received the Company receives upon exercise of a Stock Appreciation Right as set forth in Section 7(f) SAR will not 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 12 (b) SAR Agreement. Each Stock Appreciation Right SAR grant will must be evidenced by an Award Agreement that will specify specifies the exercise price, the term of the Stock Appreciation Right, term, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will may determine. (e) (c) Expiration of Stock Appreciation Rights. SARs. A Stock Appreciation Right SAR granted under the this Plan will expire upon the date determined by the Administrator, in its sole discretion, and as set forth in the Award Agreement. Agreement; but no SAR may be exercisable later than 10 years after the date of grant. Notwithstanding the foregoing, the rules of Section 6(d) relating to the maximum term Sections 7(f)(ii), 7(f)(iii) and 7(f)(iv) also will apply to Stock Appreciation Rights. (f) SARs. (d) 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: (i) The difference between the Fair Market Value of a Share on the date of exercise over and the exercise price; times (ii) The number of Shares with respect to which the Stock Appreciation Right SAR is exercised. At the sole discretion of the Administrator, the payment upon Stock Appreciation Right the exercise of a SAR may be in cash, in Shares of equivalent value, or in some combination thereof.
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Stock Appreciation Rights.
(a) Grant of Stock Appreciation Rights. 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 SARs granted to any Se...rvice Provider, subject to any Award the limits set forth in Section 3 of Stock Appreciation Rights. the Plan. (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, that, the exercise price of a SAR is at least 100% of the Fair Market Value of the Shares subject to the SAR; provided, further, 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: (i) the Tandem SAR will expire no later than the expiration of the underlying Incentive Stock Option; (ii) 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 (iii) 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. Notwithstanding the foregoing, the rules of Section 6(d) relating to the maximum term 8(c) also will apply to Stock Appreciation Rights. (f) SARs. (i) 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: (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.
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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 be granted is a right to
receive a
Service Provider at any time and from time payment in cash, Class A Common Stock or a combination thereof, in an amount equal to
time as... will be determined by the Administrator, in its sole discretion. (b) Number excess of Shares. The Administrator will have complete discretion to determine (x) 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 Fair Market Value, or other specified valuation (which shall be no less than one hundred percent (100%) of the Fair Market Value per Share Value), of a specified number of 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 grant. In Assumed Awards to the event extent permitted by Section 409A of the Code, shall be no less than the Fair Market Value) of such shares of Class A Common Stock on the date the 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) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will Plan shall be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, exercisable at such time or times and subject to such other terms and conditions as shall be determined by the Administrator, in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Committee; provided, however, that no Stock Appreciation Right granted under the Plan will expire upon shall be exercisable later than ten years after the date determined by it is granted except, for Stock Appreciation Rights granted before April 10, 2007, in the Administrator, event of a participant's death, the exercise period of such participant's Stock Appreciation Rights may be extended beyond such period but no longer than one year after the participant's death. All Stock Appreciation Rights shall terminate at such earlier times and upon such conditions or circumstances as the Committee shall in its sole discretion, and discretion set forth in the Award Agreement. Notwithstanding the foregoing, the rules such right. (c) The exercise of Section 6(d) relating to the maximum term also will apply to Stock Appreciation Rights. (f) Payment of any Stock Appreciation Right Amount. Upon exercise after termination of a Stock Appreciation Right, a Participant will employment shall be entitled subject 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 satisfaction of the Administrator, conditions precedent that the payment upon Stock Appreciation Right exercise may be participant neither (i) competes with, or takes other employment with or renders services to a competitor of, the Company, its subsidiaries or affiliates without the written consent of the Company, nor (ii) conducts himself or herself in cash, in Shares of equivalent value, or in some combination thereof. a manner adversely affecting the Company.
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