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 Generally. The Committee may, in its discretion, grant Stock Appreciation Rights, including a concurrent grant of Stock Appreciation
Rights. Subject Rights in tandem with any Stock Option grant. A "Stock Appreciation Right" means a right to
the terms and conditions of the Plan, receive a
payment in cash, Common Stock
Appreciation Right may be granted to or a
Service Provider at any time and from time to time combination thereof, as
will be determined by the
Administrator, Committee, in
... its sole discretion. (b) Number an amount equal to the excess of Shares. The Administrator will have complete discretion to determine (i) the Fair Market Value, or other specified valuation (which may not exceed Fair Market Value), 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 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 right is exercised over (ii) the Fair Market Value per Share of such shares of Common Stock on the date of grant. In the event right is granted, or other specified amount (which may not be less than Fair Market Value), 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 designated Fair Market Value in the Award Agreement shall reflect the Fair Market Value on the date such Stock Option was granted. Each Stock Appreciation Right shall be subject to such terms and conditions including vesting, as the Committee shall impose or determine from time to time; provided, however, that if a Stock Appreciation Right is granted in connection with a Stock Option, the Stock Appreciation Right shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject become exercisable and shall expire according to the provisions of same vesting and expiration rules as the Plan, will have complete discretion to determine corresponding Stock Option, unless otherwise determined by the terms and conditions of Committee. (b) Stock Appreciation Rights Term. 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, in whole or in part, at such time or times and subject to such other terms and conditions conditions, including vesting, 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 shall be determined by the Administrator, Committee; provided, however, that no Stock Appreciation Rights shall be exercisable later than ten (10) 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, and discretion set forth in the Award Agreement. Notwithstanding Agreement at the foregoing, the rules date 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 grant. No portion of a Stock Appreciation Right, Right which is unexercisable at Termination of Service shall thereafter become exercisable, except as may be otherwise provided by the Committee either in the Award Agreement or by action of the Committee following the grant of the Stock Appreciation Right. (c) Substitute Stock Appreciation Rights. Notwithstanding the foregoing provisions of Section 7, in the case of a Participant will Stock Appreciation Right that is a Substitute Award, the price per share of the shares subject to such Stock Appreciation Right may be entitled to receive a payment from the Company in an amount determined by multiplying: (i) The difference between less than 100% of the Fair Market Value of a Share per share on the date of exercise over grant; provided, that the exercise price; times (ii) The number of Shares with respect to which excess of: (i) the Stock Appreciation Right is exercised. At the discretion aggregate Fair Market Value (as of the Administrator, date such Substitute Award is granted) of the payment upon Stock Appreciation Right shares subject to the Substitute Award, over (ii) the aggregate exercise may price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be in cash, in Shares determined by the Committee) of equivalent value, the shares of the predecessor entity that were subject to the grant assumed or in some combination thereof. substituted for by the Company, over (y) the aggregate exercise price 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 6 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 amount 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 Performance-Based Stock Appreciation Rights. Any grant of a Stock Appreciation Right may specify Performance Objectives that must be achieved as a condition to the exercise of the Stock Appreciation Right. Each grant of a Stock Appreciation Right may specify in respect of the specified Performance Objectives a minimum acceptable level of achievement below which no portion of the Stock Appreciation Right will be exercisable and may set forth a formula for determining the portion of the Stock Appreciation Right to be exercisable if performance is at or above such minimum acceptable level but falls short of the maximum achievement of the specified Performance Objectives. 6.5 Award Agreement. Each grant shall be evidenced by an 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 surrender of all or a portion of the related Option (or such other right) for cancellation in an amount determined by multiplying: equal to the portion of the Tandem Stock Appreciation Right so exercised. 6.7 Exercise Period. No Stock Appreciation Right granted under this Plan may be exercised more than ten years from the Grant Date. 6.8 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 of a Share on the date Grant Date; (ii) Successive grants may be made to the same Participant regardless of exercise over the exercise price; times (ii) The number of Shares with respect to which the whether any Freestanding Stock Appreciation Right is exercised. At Rights previously granted to such Participant remain unexercised; and (iii) Each grant shall specify the discretion period or periods of continuous employment or service of the Administrator, Participant by the payment upon Company or any Subsidiary that are necessary before the Freestanding Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, Rights or in some combination thereof. installments thereof shall become exercisable.
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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, award 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 award agreement at the date of Stock Appreciation Rights. A grant. c. The exercise of any Stock Appreciation Right granted under after termination of employment of any employee, termination of service on the Plan will expire upon Board of Directors of a Director Participant or of the date determined by continuing services of any consultant with the Administrator, in its sole discretion, Company and all subsidiary corporations and parent corporations of the 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 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. 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. 11 (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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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. 10 (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. 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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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.
10 (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 Pr...ovider. (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. 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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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- 10 (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 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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Stock Appreciation Rights.
(a) Grant 8.1. 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, C...ommon 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. 8.2. Exercise Price. The exercise price of 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, Committee, in its sole discretion. (b) Number discretion, at the 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 grant but may not 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 of one share of Common Stock 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 8.3. Exercisability 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. Duration. A Stock Appreciation Right granted under the Plan will expire upon the date become exercisable at such time and in such installments as may be determined by the Administrator, Committee in its sole discretion, and discretion at the time of grant; provided, however, that no Stock Appreciation Right may be exercisable after ten (10) years from its date of grant. A Stock Appreciation Right will be exercised by giving notice in the same manner as for Options, 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 7.5 of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof. Plan.
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Stock Appreciation Rights.
(a) Grant of The Committee may provide Stock Appreciation
Rights. Subject Rights (a) in conjunction with all or part of any Option granted under this 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 this 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 Committee may est...ablish in its sole discretion. 6.2 Terms and Conditions. Stock Appreciation Right may Rights shall be granted subject to a Service Provider at any time such terms and conditions, not inconsistent with the provisions of this Plan, as shall be determined 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 Committee, 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 following: (a) Upon 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 Right, the Administrator and will be no less than one hundred percent (100%) holder shall have the right to receive the excess of (i) the Fair Market Value per of one Share on the date of grant. In exercise (or such amount less than such Fair Market Value as the event Committee shall so determine at any time during a specified period before the date of exercise) over (ii) the grant price of the Stock Appreciation Right on the date of grant, which, except in the case of Substitute Awards or in connection with an adjustment provided in Section 12.2, shall not be less than the Fair Market Value of one Share on such date of grant of the Stock Appreciation Right. (b) The Committee shall determine in its sole discretion whether payment of a Stock Appreciation Right is shall be made in cash, in whole Shares or other property, or any combination thereof. (c) The provisions of Stock Appreciation Rights need not be the same with respect to each recipient. (d) 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 tandem with conjunction with, but subsequent to, an Option, Option), and (ii) a term not greater than ten (10) years except in the event of death or disability. Notwithstanding clause (ii) of the preceding sentence, in the event that on the last business day of the term of a Stock Appreciation Right granted under this Plan (x) the exercise of the Stock Appreciation Right shall automatically result in the cancellation is prohibited by applicable law or (y) Shares may not be purchased or sold by certain employees or directors of the Option. Otherwise, the Administrator, subject Company due to the provisions "black-out period" 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, a Company insider trading policy, the term of the Stock Appreciation Right, Right shall be extended for a period of thirty (30) days following the conditions end of exercise, and such the legal prohibition or black-out period, as applicable. (e) Without the approval of the Company's stockholders, other terms and conditions as than pursuant to Section 12.2, the Administrator, in its sole discretion, will determine. (e) Expiration Committee shall not (i) reduce the grant price of Stock Appreciation Rights. A any Stock Appreciation Right granted under the Plan will expire upon after 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 grant (ii) cancel any Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive a payment from when the Company in an amount determined by multiplying: (i) The difference between grant price per Share exceeds the Fair Market Value of the underlying Shares in exchange for cash or another Award (other than in connection with a Share on the date of exercise over the exercise price; times (ii) The number of Shares Change in Control or a Substitute Award)), or (iii) take any other action with respect to which the a Stock Appreciation Right is exercised. At that would be treated as a repricing under the discretion rules and regulations of the Administrator, principal U.S. national securities exchange on which the payment upon Shares are traded. (f) The Committee may impose such terms and conditions on Stock Appreciation Right exercise may be Rights granted in cash, conjunction with any Award (other than an Option) as the Committee shall determine in Shares of equivalent value, or in some combination thereof. its sole discretion.
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Stock Appreciation Rights.
(a) Grant An Award of
Stock Appreciation Rights. Subject a stock appreciation right shall entitle the Participant, 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 Committee, 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 receive upon exercise of the stock appreciation right all or 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%) portion of the Fair Market Value per Share on the date excess 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 specified number of shares of Common Stock as of the date of exercise of the stock appreciation right over a specified strike price, which price (other than for substitute stock appreciation rights pursuant to Section 5 or stock appreciation rights intended to meet the requirements described under Section 26 for Eligible Persons outside of the United States) shall be no less than the Fair Market Value of a share of the Common Stock on the date of exercise over grant of the stock appreciation right or the date of grant of a previously granted related stock option, as determined by the Committee in its discretion. A stock appreciation right may be granted in connection with a previously or contemporaneously granted stock option, or independent of any stock option. If issued in connection with a previously granted related stock option, the Committee shall impose a condition that the exercise price; times (ii) of the stock appreciation right cancels the related stock option and exercise of the related stock option cancels the stock appreciation right, and the other terms of the stock appreciation right shall be identical in all respects to the terms of the related stock option except for the medium of payment. Each stock appreciation right may be exercised in whole or in part on the terms provided in the Award document. Stock appreciation rights granted independent of any stock option shall be exercisable for such period as specified by the Committee; provided that, in no event may a stock appreciation right be exercisable for a period of more than ten (10) years. When a stock appreciation right is no longer exercisable, it shall be deemed to have lapsed or terminated. Except as otherwise provided in the applicable agreement, upon exercise of a stock appreciation right, payment to the Participant shall be made in the form of cash, shares of Common Stock or a combination of cash and shares of Common Stock as promptly as practicable after such exercise. The number Award document may provide for a limitation upon the amount or percentage of Shares the total appreciation on which payment (whether in cash and/or shares of Common Stock) may be made in the event of the exercise of a stock appreciation right. The Committee may, with the consent of the Participant and subject to Section 21, cancel any outstanding stock appreciation right in consideration of a cash payment in an amount not in excess of the difference between the aggregate Fair Market Value (on the date of such cancellation) of any shares subject to the stock appreciation right and the aggregate strike price of such Shares; provided, however, that the Participant's consent is not required for such a cancellation in connection with the purchase of such stock appreciation right pursuant to Section 13 hereof. The automatic exercise provisions described under Section 7.5 with respect to stock options shall apply on a similar basis with respect to stock appreciation rights. 8 9. Restricted Stock. Restricted stock may be granted in the form of actual shares of Common Stock, which shall be evidenced by a certificate with an appropriate legend, or in uncertificated direct registration form, registered in the Stock Appreciation Right is exercised. At the discretion name of the Administrator, Participant but held by the payment upon Stock Appreciation Right exercise Company until the end of the restricted period, as determined by the Committee. As a condition to the receipt of an award of restricted stock in the form of actual shares of Common Stock, a Participant may be required to execute any stock powers, escrow agreements or other documents as may be determined by the Committee. Any conditions, limitations, restrictions, vesting and forfeiture provisions shall be established by the Committee in cash, its discretion. The Committee may, on behalf of the Company, approve the purchase by the Company of any shares subject to an Award of restricted stock, to the extent vested, for an amount equal to the aggregate Fair Market Value of such shares on the date of purchase. Awards of restricted stock may provide the Participant with dividends or dividend equivalents (pursuant to Section 17) and voting rights, if in Shares the form of equivalent value, actual shares, prior to vesting. With respect to Awards of restricted stock intended to qualify as "performance-based compensation" under Section 162(m) of the Code, the Committee shall establish and administer Performance Conditions in the manner described in Section 162(m) and Treasury Regulations promulgated thereunder as an additional condition to the vesting or in some combination thereof. payment, as applicable, of such Awards.
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