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. 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 shall be determined by the Administrator, in its sole discretion.
(b) Number of Shares. The Administrator
will shall have complete discretion to determine the number of
Shares subject SARs granted to any
Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. Service Provide...r. 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 shall have complete discretion to determine the terms and conditions of Stock Appreciation Rights SARs granted under the Plan. 7- (d) Stock Appreciation Right Plan, including the sole discretion to accelerate exercisability at any time. (b) SAR Agreement. Each Stock Appreciation Right SAR grant will shall be evidenced by an Award Agreement that will shall specify 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 shall determine. (e) (c) Expiration of Stock Appreciation Rights. SARs. A Stock Appreciation Right SAR granted under the Plan will shall expire upon the date determined by the Administrator, in its sole discretion, and as set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) relating to the maximum term Sections 7(d)(ii), 7(d)(iii) and 7(d)(iv) shall 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 shall 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. (iii) 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 The grant, issuance, retention, vesting and/or settlement of
any Stock Appreciation
Rights. Subject Right shall occur at such time and be subject to
the such terms and conditions
as determined by the Committee or under criteria established by the Committee, which may include conditions based on continued employment or engagement, passage of
the Plan, a time, attainment of age and/or service requirements, and/or satisfaction of performance conditions. Stock Appreciation
Right Rights may
... be granted to a Service Provider at any time and Participants from time to time either in tandem with or as will be determined a component of Options granted under the Plan ("tandem SARs") or not in conjunction with other Awards ("freestanding SARs"). Upon exercise of a tandem SAR as to some or all of the shares covered by the Administrator, in its sole discretion. (b) Number grant, the related Option shall be canceled automatically to the extent of Shares. The Administrator will have complete discretion to determine the number of Shares subject shares covered by such exercise. Conversely, if the related Option is exercised as 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 some or all of the payment shares covered by the grant, the related tandem SAR, if any, shall be canceled automatically to be received upon exercise the extent of a the number of shares covered by the Option exercise. Any Stock Appreciation Right granted in tandem with an Option may be granted at the same time such Option is granted or at any time thereafter before exercise or expiration of such Option, provided that the Fair Market Value of Common Stock on the date of the SAR's grant is not greater than the exercise price of the related Option. All freestanding SARs shall be granted subject to the same terms and conditions applicable to Options as set forth in Section 7(f) will be determined by 8 and all tandem SARs shall have the Administrator and will be no less than one hundred percent (100%) of same exercise price as 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 Option to which they relate. Subject to the provisions of Section 8 and the Plan, will have complete discretion to determine immediately preceding sentence, the terms and Committee may impose such other conditions of or restrictions on any Stock Appreciation Right as it shall deem appropriate. Stock Appreciation Rights granted under the Plan. 7- (d) may be settled in Common Stock, cash, Restricted 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 or a combination thereof, as the Administrator, in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, Committee and set forth in the applicable Award Agreement. Notwithstanding 12 (b) No Repricing without Stockholder Approval. Following the foregoing, Company's Common Stock being listed on any established stock exchange, system or market, other than in connection with a change in the rules Company's capitalization (as described in Section 14), the Committee shall not, without stockholder approval, reduce the exercise price of Section 6(d) relating to the maximum term also will apply to Stock Appreciation Rights. (f) Payment of a previously awarded Stock Appreciation Right Amount. Upon and, at any time when the exercise price of a previously awarded 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 Right is above the Fair Market Value of a Share on share of Common Stock, the date of exercise over the exercise price; times (ii) The number of Shares with respect to which the Committee shall not, without stockholder approval, cancel and re-grant or exchange such Stock Appreciation Right is exercised. At the discretion for cash or a new Award with a lower (or no) exercise price. (c) No Stockholder Rights. Participants shall have no voting rights and will have no rights to receive dividends or Dividend Equivalents in respect of the Administrator, the payment upon an Award of Stock Appreciation Right exercise may be in cash, in Shares Rights or any shares of equivalent value, or in some combination thereof. Common Stock subject to an Award of Stock Appreciation Rights until the Participant has become the holder of record of such shares.
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Stock Appreciation Rights.
(a) Grant of Stock Appreciation
Rights. Subject to Rights may be granted either on a stand-alone basis or in conjunction with all or part of any Stock Option granted under the
terms Plan. In the case of a Non-Qualified Stock Option, such rights may be granted either at or after the time of grant of such Stock Option. In the case of an Incentive Stock Option, such rights may be granted only at the time of grant of such Stock Option. A Stock Appreciation Right shall terminate and
conditions no lon...ger be exercisable as determined by the Administrator, or, if granted in conjunction with all or part of any Stock Option, upon the termination or exercise of the Plan, a related Stock Option. A Stock Appreciation Right may be exercised by a Participant as determined by the Administrator in accordance with this Section 6, and, if granted in conjunction with all or part of any Stock Option, by surrendering the applicable portion of the related Stock Option in accordance with procedures established by the Administrator. Upon such exercise and surrender, the Participant shall be entitled to a Service Provider at any time receive an amount determined in the manner prescribed in this Section 6. Stock Options which have been so surrendered, if any, shall no longer be exercisable to the extent the related Stock Appreciation Rights have been exercised. Stock Appreciation Rights shall be subject to such terms and from time to time conditions as will shall be determined by the Administrator, in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine including 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 following: (a) Stock Appreciation Rights granted under the Plan. 7- (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will on a stand-alone basis 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 only at such time or times and to such other terms and conditions extent 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, Administrator. Stock Appreciation Rights granted in its sole discretion, conjunction with all or part of any Stock Option shall be exercisable only at the time or times and set forth to the extent that the Stock Options to which they relate are exercisable in accordance with the Award Agreement. Notwithstanding the foregoing, the rules provisions of Section 6(d) relating to 5 and this Section 6. (b) Upon 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 shall be entitled to receive a payment from the Company in an amount determined by multiplying: (i) The difference between in cash, shares of Stock or both, which in the aggregate are equal in value to the excess of the Fair Market Value of one share of Stock over (i) such Fair Market Value per share of Stock as shall be determined by the Administrator at the time of grant (if the Stock Appreciation Right is granted on a Share on the date of exercise over stand-alone basis), or (ii) the exercise price; times (ii) The price per share specified in the related Stock Option (if the Stock Appreciation Right is granted in conjunction with all or part of any Stock Option), multiplied by the number of Shares with shares in respect to of which the Stock Appreciation Right is exercised. At shall have been exercised, with the discretion Administrator having the right to determine the form of the Administrator, the payment upon payment. (c) A Stock Appreciation Right exercise may shall be transferable only to, and shall be exercisable only by, such persons permitted in cash, in Shares of equivalent value, or in some combination thereof. accordance with Section 5(g).
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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 SARs may be granted to
a Service Provider Participants at any time and from time to time as
will shall be determined by the Administrator, in its sole discretion.
(b) Number of Shares. The Subject to Section 6(a) hereof, the Administrator
will shall have complete discretion to determine the number of
Shares subject SARs granted to any
Award of Stock Appreciation Rights. (c) P...articipant. (b) Exercise Price and Other other Terms. The per Share share exercise price for the Shares that will determine the amount of the payment to be received upon issued pursuant to exercise of a Stock Appreciation Right as set forth in Section 7(f) will an SAR shall be determined by the Administrator and will shall be no less than one hundred percent (100%) 100% of the Fair Market Value per Share share on the date of grant. In the event a Stock Appreciation Right is granted in tandem with an Option, the exercise Otherwise, subject to Section 6(a) of the Stock Appreciation Right shall automatically result in the cancellation of the Option. Otherwise, Plan, the Administrator, subject to the provisions of the Plan, will shall have complete discretion to determine the terms and conditions of Stock Appreciation Rights SARs granted under the Plan. 7- (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement Plan; provided, however, that will specify the exercise price, the no SAR may have a 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 more than seven (7) years from 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) grant. (c) Payment of Stock Appreciation Right SAR Amount. Upon exercise of a Stock Appreciation Right, SAR, a Participant will shall be entitled to receive a payment from the Company in an amount determined by multiplying: (i) The 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. (d) Payment upon Exercise of SAR. At the discretion of the Administrator, but only as specified in the Award Agreement, payment upon Stock Appreciation Right exercise for a SAR may be in cash, in Shares of equivalent value, or in some a combination thereof. If the Award Agreement is silent as to the form of payment, payment of the SAR may only be in Shares. (e) SAR Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall specify the exercise price, the term of the SAR, the conditions of exercise, whether it may be settled in cash, Shares or a combination thereof, and such other terms and conditions as the Administrator, in its sole discretion, shall determine. (f) Expiration of SARs. A SAR granted under the Plan shall expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement.
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Stock Appreciation Rights.
(a) Grant (a)Grant of
Stock Appreciation Rights. SARs. Subject to the terms and conditions of the Plan,
a Stock Appreciation Right SARs may be granted to
a Service Provider Participants at any time and from time to time as
will shall be determined by the Administrator, in its sole discretion.
(b) Number of Shares. The Subject to Section 6(a) hereof, the Administrator
will shall have complete discretion to determine the number of
Shares subject SARs granted to any
Award of Stock Appreciation Righ...ts. (c) Exercise Participant. (b)Exercise Price and Other other Terms. The per Share share exercise price for the Shares that will determine the amount of the payment to be received upon issued pursuant to exercise of a Stock Appreciation Right as set forth in Section 7(f) will an SAR shall be determined by the Administrator and will shall be no less than one hundred percent (100%) 100% of the Fair Market Value per Share share on the date of grant. In the event a Stock Appreciation Right is granted in tandem with an Option, the exercise Otherwise, subject to Section 6(a) of the Stock Appreciation Right shall automatically result in the cancellation of the Option. Otherwise, Plan, the Administrator, subject to the provisions of the Plan, will shall have complete discretion to determine the terms and conditions of Stock Appreciation Rights SARs granted under the Plan. 7- (d) Stock Appreciation Right Plan; provided, however, that no SAR may have a term of more than ten (10) years from the date of grant. -11- (c)Payment of SAR Amount. Upon exercise of a SAR, a Participant shall be entitled to receive 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 SAR is exercised. (d)Payment upon Exercise of SAR. At the discretion of the Administrator, but only as specified in the Award Agreement, payment for a SAR may be in cash, Shares or a combination thereof. If the Award Agreement is silent as to the form of payment, payment of the SAR may only be in Shares. (e)SAR Agreement. Each Stock Appreciation Right SAR grant will shall be evidenced by an Award Agreement that will shall specify the exercise price, the term of the Stock Appreciation Right, SAR, the conditions of exercise, whether it may be settled in cash, Shares or a combination thereof, and such other terms and conditions as the Administrator, in its sole discretion, will shall determine. (e) Expiration (f)Expiration of Stock Appreciation Rights. SARs. A Stock Appreciation Right SAR granted under the Plan will shall 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 SARs may be granted to
a Service Provider Participants at any time and from time to time as
will shall be determined by the Administrator, in its sole discretion.
(b) Number of Shares. The Subject to Section 6(a) hereof, the Administrator
will shall have complete discretion to determine the number of
Shares subject SARs granted to any
Award of Stock Appreciation Rights. (c) P...articipant. (b) Exercise Price and Other other Terms. The per Share share exercise price for the Shares that will determine the amount of the payment to be received upon issued pursuant to exercise of a Stock Appreciation Right as set forth in Section 7(f) will an SAR shall be determined by the Administrator and will shall be no less than one hundred percent (100%) 100% of the Fair Market Value per Share share on the date of grant. In the event a Stock Appreciation Right is granted in tandem with an Option, the exercise Otherwise, subject to Section 6(a) of the Stock Appreciation Right shall automatically result in the cancellation of the Option. Otherwise, Plan, the Administrator, subject to the provisions of the Plan, will shall have complete discretion to determine the terms and conditions of Stock Appreciation Rights SARs granted under the Plan. 7- (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement Plan; provided, however, that will specify the exercise price, the no SAR may have a 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 more than ten (10) years from 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) grant. (c) Payment of Stock Appreciation Right SAR Amount. Upon exercise of a Stock Appreciation Right, SAR, a Participant will shall be entitled to receive a payment from the Company in an amount determined by multiplying: (i) The 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. (d) Payment upon Exercise of SAR. At the discretion of the Administrator, but only as specified in the Award Agreement, payment upon Stock Appreciation Right exercise for a SAR may be in cash, in Shares of equivalent value, or in some a combination thereof. If the Award Agreement is silent as to the form of payment, payment of the SAR may only be in Shares. (e) SAR Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall specify the exercise price, the term of the SAR, the conditions of exercise, whether it may be settled in cash, Shares or a combination thereof, and such other terms and conditions as the Administrator, in its sole discretion, shall determine. (f) Expiration of SARs. A SAR granted under the Plan shall expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement.
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Stock Appreciation Rights.
(a) Grant The grant, issuance, retention, vesting and/or settlement of
any Stock Appreciation
Rights. Subject Right shall occur at such time and be subject to
the such terms and conditions
as determined by the Committee or under criteria established by the Committee, which may include conditions based on continued employment or engagement, passage of
the Plan, a time, attainment of age and/or service requirements, and/or satisfaction of performance conditions. Stock Appreciation
Right Rights may
... be granted to a Service Provider at any time and Participants from time to time either in tandem with or as will be determined a component of Options granted under the Plan ("tandem SARs") or not in conjunction with other Awards ("freestanding SARs"). Upon exercise of a tandem SAR as to some or all of the shares covered by the Administrator, in its sole discretion. (b) Number grant, the related Option shall be canceled automatically to the extent of Shares. The Administrator will have complete discretion to determine the number of Shares subject shares covered by such exercise. Conversely, if the related Option is exercised as 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 some or all of the payment shares covered by the grant, the related tandem SAR, if any, shall be canceled automatically to be received upon exercise the extent of a the number of shares covered by the Option exercise. Any Stock Appreciation Right granted in tandem with an Option may be granted at the same time such Option is granted or at any time thereafter before exercise or expiration of such Option, provided that the Fair Market Value of Common Share on the date of the SAR's grant is not greater than the exercise price of the related Option. All freestanding SARs shall be granted subject to the same terms and conditions applicable to Options as set forth in Section 7(f) will be determined by 8 and all tandem SARs shall have the Administrator and will be no less than one hundred percent (100%) of same exercise price as 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 Option to which they relate. Subject to the provisions of Section 8 and the Plan, will have complete discretion to determine immediately preceding sentence, the terms and Committee may impose such other conditions of or restrictions on any Stock Appreciation Right as it shall deem appropriate. Stock Appreciation Rights granted under the Plan. 7- (d) may be settled in Common Share, cash, Restricted 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 or a combination thereof, as the Administrator, in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, Committee and set forth in the applicable Award Agreement. Notwithstanding (b) No Repricing without Shareholder Approval. Other than in connection with a change in the foregoing, Company's capitalization (as described in Section 16), the rules Committee shall not, without shareholder approval, reduce the exercise price of Section 6(d) relating to the maximum term also will apply to a previously awarded Stock Appreciation Rights. (f) Payment Right, and at any time when the exercise price of a previously awarded 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 is above the Fair Market Value of a Share on Common Share, the date of exercise over the exercise price; times (ii) The number of Shares with respect to which the Committee shall not, without shareholder approval, cancel and re-grant or exchange such Stock Appreciation Right is exercised. At the discretion for cash or a new Award with a lower (or no) exercise price. 11 (c) No Shareholder Rights. Participants shall have no voting rights and will have no rights to receive dividends or Dividend Equivalents in respect of the Administrator, the payment upon an Award of Stock Appreciation Right exercise may be in cash, in Rights or any Common Shares subject to an Award of equivalent value, or in some combination thereof. Stock Appreciation Rights until the Participant has become the holder of record of such shares.
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Stock Appreciation Rights.
(a) Grant of Stock Appreciation Rights. Subject The Committee may also 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 ...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 Participants of Stock Appreciation Rights. A Stock Appreciation Right granted under is the Plan will expire upon right of the date Participant 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: 6.1 Payment in Cash or Shares. Any grant may specify that the amount payable upon the exercise of a Stock Appreciation Right, a Participant will Right may be entitled to receive a payment from paid by the Company in cash, Shares or any combination thereof and may (i) either grant to the Participant or reserve to the Committee the right to elect among those alternatives or (ii) preclude the right of the Participant to receive and the Company to issue Shares or other equity securities in lieu of cash. 6.2 Maximum SAR Payment. Any grant may specify that the amount payable upon the exercise of a Stock Appreciation Right shall not exceed a maximum specified by the Committee on the Grant Date. 6.3 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. 6.4 Change in Control. Any grant may specify that a Stock Appreciation Right may be exercised only in the event of a change in control of the Company or other similar transaction or event. 6.5 Dividend Equivalents. On or after the Grant Date of any Stock Appreciation Rights, the Committee may provide for the payment to the Participant of dividend equivalents thereon in cash or Shares on a current, deferred or contingent basis. 6.6 Award Agreement. Each grant shall be evidenced by an amount determined Award Agreement which shall describe the subject Stock Appreciation Rights, identify any related Options, state that the Stock Appreciation Rights are subject to all of the terms and conditions of this Plan and contain such other terms and provisions as the Committee may determine consistent with this Plan. 6.7 Tandem Stock Appreciation Rights. Each grant of a Tandem Stock Appreciation Right shall provide that such Tandem Stock Appreciation Right may be exercised only (i) at a time when the related Option (or any similar right granted under any other plan of the Company) is also exercisable and the Spread is positive; and (ii) by multiplying: surrender of the related Option (or such other right) for cancellation. 6.8 Exercise Period. No Stock Appreciation Right granted under this Plan may be exercised more than ten years from the Grant Date. 6 6.9 Freestanding Stock Appreciation Rights. Regarding Freestanding Stock Appreciation Rights only: (i) The difference between Each grant shall specify in respect of each Freestanding Stock Appreciation Right a Base Price per Share, which shall be equal to or greater than the Fair Market Value on the Grant Date; (ii) Successive grants may be made to the same Participant regardless of whether any Freestanding Stock Appreciation Rights previously granted to such Participant remain unexercised; and (iii) Each grant shall specify the period or periods of continuous employment of the Participant by the Company or any Subsidiary that are necessary before the Freestanding Stock Appreciation Rights or installments thereof shall become exercisable, and any grant may provide for the earlier exercise of such rights in the event 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 change in control of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, Company or in some combination thereof. other similar transaction or event.
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Stock Appreciation Rights.
(a) Grant The grant, issuance, retention, vesting and/or settlement of
any Stock Appreciation
Rights. Subject Right shall occur at such time and be subject to
the such terms and conditions
as determined by the Committee or under criteria established by the Committee, which may include conditions based on continued employment or service, passage of
the Plan, a time, attainment of age and/or service requirements, and/or satisfaction of performance conditions. Stock Appreciation
Right Rights may be
... granted to a Service Provider at any time and Participants from time to time either in tandem with or as will be determined a component of Options granted under the Plan ("tandem SARs") or not in conjunction with other Awards ("freestanding SARs"). Upon exercise of a tandem SAR as to some or all of the shares covered by the Administrator, in its sole discretion. (b) Number grant, the related Option shall be canceled automatically to the extent of Shares. The Administrator will have complete discretion to determine the number of Shares subject shares covered by such exercise. Conversely, if the related Option is exercised as 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 some or all of the payment shares covered by the grant, the related tandem SAR, if any, shall be canceled automatically to be received upon exercise the extent of a the number of shares covered by the Option exercise. Any Stock Appreciation Right granted in tandem with an Option may be granted at the same time such Option is granted or at any time thereafter before exercise or expiration of such Option, provided that the Fair Market Value of Common Stock on the date of the SAR's grant is not greater than the exercise price of the related Option. All freestanding SARs shall be granted subject to the same terms and conditions applicable to Options as set forth in Section 7(f) will be determined by 8 and all tandem SARs shall have the Administrator and will be no less than one hundred percent (100%) of same exercise price as 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 Option to which they relate. Subject to the provisions of Section 8 and the Plan, will have complete discretion to determine immediately preceding sentence, the terms and Committee may impose such other conditions of or restrictions on any Stock Appreciation Right as it shall deem appropriate. Stock Appreciation Rights granted under the Plan. 7- (d) may be settled in Common Stock, cash, Restricted 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 or a combination thereof, as the Administrator, in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, Committee and set forth in the applicable Award Agreement. Notwithstanding (b) No Repricing without Stockholder Approval. Other than in connection with a change in the foregoing, Company's capitalization (as described in Section 14), the rules Committee shall not, without stockholder approval, reduce the exercise price of Section 6(d) relating to the maximum term also will apply to Stock Appreciation Rights. (f) Payment of a previously awarded Stock Appreciation Right Amount. Upon and, at any time when the exercise price of a previously awarded 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 Right is above the Fair Market Value of a Share on share of Common Stock, the date of exercise over the exercise price; times (ii) The number of Shares with respect to which the Committee shall not, without stockholder approval, cancel and re-grant or exchange such Stock Appreciation Right is exercised. At the discretion for cash or a new Award with a lower (or no) exercise price. 10 Exhibit 10.2 (c) No Stockholder Rights. Participants shall have no voting rights and will have no rights to receive dividends or Dividend Equivalents in respect of the Administrator, the payment upon an Award of Stock Appreciation Right exercise may be in cash, in Shares Rights or any shares of equivalent value, or in some combination thereof. Common Stock subject to an Award of Stock Appreciation Rights until the Participant has become the holder of record of such shares.
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Stock Appreciation Rights.
(a) Grant of Stock Appreciation Rights. Subject The Committee may also 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 ...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 Participants of Stock Appreciation Rights. A Stock Appreciation Right granted under is the Plan will expire upon right of the date Participant 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: 6.1 Payment in Cash or Shares. Any grant may specify that the amount payable upon the exercise of a Stock Appreciation Right, a Participant Right will be entitled to receive a payment from paid by the Company in cash, Shares or any combination thereof or may grant to the Participant or reserve to the Committee the right to elect among those alternatives. 6.2 Maximum SAR Payment. Any grant may specify that the amount payable upon the exercise of a Stock Appreciation Right shall not exceed a maximum specified by the Committee on the Grant Date. 6.3 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. 6.4 Change in Control. Any grant may specify that a Stock Appreciation Right may be exercised only in the event of a change in control of the Company or other similar transaction or event. 6.5 Award Agreement. Each grant shall be evidenced by an amount determined Award Agreement which shall describe the subject Stock Appreciation Rights, identify any related Options, state that the Stock Appreciation Rights are subject to all of the terms and conditions of this Plan and contain such other terms and provisions as the Committee may determine consistent with this Plan. 6.6 Tandem Stock Appreciation Rights. Each grant of a Tandem Stock Appreciation Right shall provide that such Tandem Stock Appreciation Right may be exercised only (i) at a time when the related Option (or any similar right granted under any other plan of the Company) is also exercisable and the Spread is positive and (ii) by multiplying: (i) The difference between surrender of the related Option (or such other right) for cancellation. 6.7 Exercise Period. No Stock Appreciation Right granted under this Plan may be exercised more than ten years from the Grant Date. 6 6.8 Freestanding Stock Appreciation Rights. Regarding Freestanding Stock Appreciation Rights only: (a) Each grant shall specify in respect of each Freestanding Stock Appreciation Right a Base Price per Share, which shall be equal to or greater than the Fair Market Value on the Grant Date, except as provided in Section 11; (b) Successive grants may be made to the same Participant regardless of whether any Freestanding Stock Appreciation Rights previously granted to such Participant remain unexercised; and (c) Each grant shall specify the period or periods of continuous employment of the Participant by the Company or any Subsidiary (or, in the case of a Share Nonemployee Director, service on the date of exercise over Board) that are necessary before the exercise price; times (ii) The number of Shares with respect to which the Freestanding Stock Appreciation Right is exercised. At Rights or installments thereof shall become exercisable, and any grant may provide for the discretion earlier exercise of such rights in the event of a change in control of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, Company or in some combination thereof. other similar transaction or event.
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