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. (b) Number of Shares. The Administrator will have complete discretion to determine the number of
Shares subject SARs granted to any
Award of Stock Appreciation Rights. Service Provider. (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- Notwithstanding the foregoing, the per Share exercise price for the Shares to be issued pursuant to exercise of a SAR will be no less than 100% of the Fair Market Value per Share on the date of grant. (d) Stock Appreciation Right Exercise of SARs. SARs will be exercisable on such terms and conditions as the Administrator, in its sole discretion, will determine. (e) 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) (f) 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 term of each SAR will be no more than ten (10) years from the date of grant thereof and the rules of Section 6(d) relating to the maximum term Sections 7(e)(ii), 7(e)(iii) and 7(e)(iv) also will apply to Stock Appreciation Rights. (f) SARs. (g) 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 -16- (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 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. (b) Number of Shares. The Administrator will have complete discretion to determine the number of
Shares subject SARs granted to any
Award of Stock Appreciation Rights. Service Provider. (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- Notwithstanding the foregoing, the per Share exercise price for the Shares to be issued pursuant to exercise of a SAR will be no less than 100% of the Fair Market Value per Share on the date of grant. (d) Stock Appreciation Right Exercise of SARs. SARs will be exercisable on such terms and conditions as the Administrator, in its sole discretion, will determine. (e) 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) (f) 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 term of each SAR will be no more than ten (10) years from the date of grant thereof and the rules of Section 6(d) relating to the maximum term Sections 7(e)(ii), 7(e)(iii) and 7(e)(iv) also will apply to Stock Appreciation Rights. (f) SARs. (g) 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. 13 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 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. (b) Number of Shares. The Administrator will have complete discretion to determine the number of
Shares subject SARs granted to any
Award of Stock Appreciation Rights. Service Provider. (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- Notwithstanding the foregoing, the per Share exercise price for the Shares to be issued pursuant to exercise of a SAR will be no less than 100% of the Fair Market Value per Share on the date of grant. (d) Stock Appreciation Right Exercise of SARs. SARs will be exercisable on such terms and conditions as the Administrator, in its sole discretion, will determine. (e) 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) (f) 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 term of each SAR will be no more than ten (10) years from the date of grant thereof and the rules of Section 6(d) relating to the maximum term Sections 7(e)(ii), 7(e)(iii) and 7(e)(iv) also will apply to Stock Appreciation Rights. (f) SARs. 13 (g) 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. 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. (b) Number of Shares. The Administrator will have complete discretion to determine the number of
Shares subject SARs granted to any
Award of Stock Appreciation Rights. Service Provider. (c) Exercise Price and 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- Plan; provided, however, that no SAR may have a term of more than ten (10) years from the date of grant. (d) Stock Appreciation Right 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. -11- (e) 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 also will apply to Stock Appreciation Rights. SARs. (f) 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 The payment upon Stock Appreciation Right SAR exercise may only be in cash, in Shares of equivalent value, or in some combination thereof. value (rounded down to the nearest whole Share).
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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. (b) Number of Shares. The Administrator will have complete discretion to determine the number of
Shares subject SARs granted to any
Award of Stock Appreciation Rights. Service Provider. (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- Notwithstanding the foregoing, the per Share exercise price for the Shares to be issued pursuant to exercise of a SAR will be no less than 100% of the Fair Market Value per Share on the date of grant. (d) Stock Appreciation Right Exercise of SARs. SARs will be exercisable on such terms and conditions as the Administrator, in its sole discretion, will determine. (e) 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) (f) 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 term of each SAR will be no more than ten (10) years from the date of grant thereof and the rules of Section 6(d) relating to the maximum term Sections 7(e)(ii), 7(e)(iii) and 7(e)(iv) also will apply to Stock Appreciation Rights. (f) SARs. (g) 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 Rights shall be subject to the terms and conditions
established by the Committee in connection with the Award thereof and specified in the applicable Award Agreement. Subject to the provisions of Section 15, upon satisfaction of the
Plan, a conditions to the payment specified in the applicable Award Agreement, each Stock Appreciation Right
may be granted shall entitle a Participant to an amount, if any, equal to the Fair Market Value of a share of ...Common Stock on the date of exercise over the Stock Appreciation Right exercise price specified in the applicable Award Agreement. At the discretion of the Administrator, payments 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 Participant upon exercise of a Stock Appreciation Right as set forth may be made in Section 7(f) will shares of Common Stock, cash or a combination thereof. A Stock Appreciation Right may 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 granted alone or in addition to other Awards, or in tandem with a Stock Option. If granted in tandem with a Stock Option, a Stock Appreciation Right is granted in tandem with an Option, shall cover the exercise same number of shares of Common Stock as covered by the Stock Appreciation Right Option (or such lesser number of shares as the Committee may determine) and shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject be exercisable only at such time or times and to the provisions of extent the Plan, will 9 related Stock Option shall be exercisable, and shall have complete discretion to determine the terms same term 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 price as the Administrator, in its sole discretion, will determine. (e) Expiration of related 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. Option. Upon exercise of a Stock Appreciation Right, Right granted in tandem with a Participant will Stock Option, the related Stock Option shall be entitled canceled automatically to receive a payment from the Company in an amount determined by multiplying: (i) The difference between extent of the Fair Market Value of a Share on the date of exercise over the exercise price; times (ii) The number of Shares with respect shares covered by such exercise; conversely, if the related Stock Option is exercised as to which some or all of the shares covered by the tandem grant, the tandem Stock Appreciation Right is exercised. At shall be canceled automatically to the discretion extent of the Administrator, number of shares covered by the payment upon Stock Option exercised. Effective with Awards granted on or after February 19, 2009 and to the extent set forth in the applicable Award Agreement, if a Participant terminates employment or service with the Company or any Subsidiary due to Voluntary Retirement, the Participant's Stock Appreciation Right, if any, shall continue to vest and become exercisable according to the schedule set forth in the applicable Award Agreement and the term of such Stock Appreciation Right exercise may be shall end on the earlier of the date set forth in cash, in Shares the applicable Award Agreement or the expiration of equivalent value, or in some combination thereof. the stated term of the Stock.
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Stock Appreciation Rights.
(a) Grant
of and Exercise. The Committee may provide Stock Appreciation
Rights. Subject Rights (a) in conjunction with all or part of any Option granted under the Plan or at any subsequent time during the term of such Option, (b) in conjunction with all or part of any Award (other than an Option) granted under the Plan or at any subsequent time during the term of such Award, or (c) without regard to
the any Option or other Award in each case upon such terms and conditions
of as the
Plan, a Stock... Appreciation Right Committee may be granted to a Service Provider at any time and from time to time as will be determined by the Administrator, establish in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares 6.2. Terms and Conditions. Stock Appreciation Rights shall be subject to any Award of Stock Appreciation Rights. (c) Exercise Price such terms 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 conditions, not inconsistent 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 as shall be determined from time 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 time by the Administrator, in its sole discretion, and set forth in Committee, including the Award Agreement. Notwithstanding following: (a) Upon 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 the holder shall have the right to receive a payment from the Company in an amount determined by multiplying: excess of (i) The difference between the Fair Market Value of a one Share on the date of exercise (or such amount less than such Fair Market Value as the Committee shall so determine at any time during a specified period before the date of exercise) over (ii) the exercise price; times (ii) The number grant price of Shares with respect to which the Stock Appreciation Right is exercised. At on the discretion date of grant, which, except in the case of Substitute Awards or in connection with an adjustment provided for in Section 12.2, shall not be less than the Fair Market Value of one Share on such date of grant of the Administrator, the Stock Appreciation Right. (b) The Committee shall determine in its sole discretion whether payment upon of a Stock Appreciation Right exercise may shall be made in cash, in Shares of equivalent value, whole Shares, or in some any combination thereof. (c) The Award Agreement evidencing a grant of Stock Appreciation Rights shall be exempt from the requirements of Code Section 409A. 12 (d) The provisions of Stock Appreciation Rights need not be the same with respect to each recipient. (e) The Committee may impose such other conditions or restrictions on the terms of exercise and the grant price of any Stock Appreciation Right, as it shall deem appropriate. A Stock Appreciation Right shall have (i) a grant price not less than Fair Market Value on the date of grant (subject to the requirements of Section 409A of the Code with respect to a Stock Appreciation Right granted in conjunction with, but subsequent to, an Option), and (ii) a term not greater than ten (10) years except in the event of death or disability. (f) Without the approval of the Company's stockholders, other than pursuant to Section 12.2, the Committee shall not (i) reduce the grant price of any Stock Appreciation Right after the date of grant, (ii) cancel any Stock Appreciation Right in exchange for cash or another Award (other than in connection with Substitute Awards), and (iii) take any other action with respect to a Stock Appreciation Right that would be treated as a repricing under the rules and regulations of the principal securities market on which the Shares are traded. (g) Except for Substitute Awards and in certain limited situations determined by the Committee (including the death, disability or retirement of the Participant and a Change in Control), Stock Appreciation Rights shall have a vesting period of not less than one (1) year from date of grant (but permitting pro rata vesting over such time); provided that such restrictions shall not be applicable to (i) grants to new hires to replace forfeited awards from a prior employer; or (ii) grants of Stock Appreciation Rights in payment of Performance Awards and other earned cash-based incentive compensation. Subject to the foregoing minimum vesting period requirements, the Committee may, in its sole discretion, waive the vesting period and any other conditions set forth in any Award Agreement subject to such terms and conditions as the Committee shall deem appropriate. The minimum vesting period requirements of this Section shall not apply to Stock Appreciation Rights granted to Directors. (h) The Committee may impose such other terms and conditions on Stock Appreciation Rights granted in conjunction with any Award as the Committee shall determine in its sole discretion.
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Stock Appreciation Rights.
(a) Grant of a. 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 means a right to
receive a
Service Provider at any time and from time payment in cash, Common Stock or a combination thereof, in an amount equal to
time as w...ill be determined by the Administrator, in its sole discretion. (b) Number excess of Shares. The Administrator will have complete discretion to determine (x) the Fair Market Value, or other specified valuation, of a specified number of Shares subject to any Award shares of Common Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise price for on the Shares that will determine date the amount of right is exercised over (y) 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 such shares of Common Stock on the date of grant. In the event right is granted, all as determined by the Committee; provided, however, that if a Stock Appreciation Right is granted in tandem with an substitution for a Stock Option, the exercise of designated Fair Market Value in the award agreement may be the Fair Market Value on the date such Stock Option was granted. Each Stock Appreciation Right shall automatically result be fully vested unless otherwise specified in the cancellation of the Option. Otherwise, the Administrator, grant agreement. Each Stock Appreciation Right shall 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. 6 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, Committee; provided, however, that no Stock Appreciation Rights shall be exercisable later than ten years after the date it is granted. All Stock Appreciation Rights shall terminate at such earlier times and upon such conditions or circumstances as the Committee shall in its sole discretion, will determine. (e) Expiration discretion set forth in such right at the date of Stock Appreciation Rights. A grant. c. The exercise of any Stock Appreciation Right granted under after termination of employment of a participant with the Plan will expire upon Company, a subsidiary of the date determined by Company or with any company providing consulting services to the Administrator, in its sole discretion, Company shall be subject to the same terms and conditions as 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. 6(e) above.
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Stock Appreciation Rights.
(a) Grant 7.1 Grant. An Eligible Recipient may be granted one or more Stock Appreciation Rights under the Plan, and such Stock Appreciation Rights will be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion. The Committee will have the sole discretion to determine the form in which payment of the economic value of Stock Appreciation
Rights. Subject Rights will be made to
a Participant (i.e., cash, Co...mmon Stock or any combination thereof) or to consent to or disapprove the terms and conditions election by a Participant of the Plan, form of such payment. 6 7.2 Exercise Price. The exercise price of a Stock Appreciation Right will be determined by the Committee, in its discretion, at the date of grant but may not be less than 100% of the Fair Market Value of one share of Common Stock on the date of grant. 7.3 Exercisability and Duration. A Stock Appreciation Right will become exercisable at such time and in such installments as may be determined by the Committee in its sole discretion at the time of grant; provided, however, that no Stock Appreciation Right may be granted to a Service Provider at any time and exercisable after ten (10) years from time to time as will be determined by the Administrator, in its sole discretion. (b) Number date 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 grant. A Stock Appreciation Right will be exercised by giving notice in the same manner as for Options, as set forth in Section 7(f) will be determined by the Administrator and will be no less than one hundred percent (100%) 6.5 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. (b) Number of Shares.
The Subject to Section 6(c)(i) of the Plan, the Administrator will have complete discretion to determine the number of
Shares subject SARs granted to any
Award of Stock Appreciation Rights. Service Provi...der. (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- (d) Stock Appreciation Right Exercise of SARs. SARs will be exercisable on such terms and conditions as the Administrator, in its sole discretion, will determine. (e) 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) (f) 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. 11 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) also will apply to Stock Appreciation Rights. (f) SARs. (g) 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. (h) Buyout Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares a Stock Appreciation Right previously granted based on such terms and conditions as the Administrator shall establish and communicate to the Participant at the time that such offer is made.
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