This page contains Stock Appreciation Rights clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to a Service Provider at any time and from time to time as will be determined by the Administrator, in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise price for the Shares that will
...determine the amount of the payment to be received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. In the event a Stock Appreciation Right is granted in tandem with an Option, the exercise of the Stock Appreciation Right shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan. 7- (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) relating to the maximum term also will apply to Stock Appreciation Rights. (f) Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive a payment from the Company in an amount determined by multiplying: (i) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times (ii) The number of Shares with respect to which the Stock Appreciation Right is exercised. At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.
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Variations of a "Stock Appreciation Rights" Clause from Business Contracts
Stock Appreciation Rights. (a)
Grant Grant. An Award of
Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right
may be granted shall entitle the Participant, subject to
a Service Provider at any time terms and
from time to time as will be conditions determined by the
Administrator, in its sole discretion. (b) Number Committee, to receive upon exercise of
Shares. The Administrator will have complete discretion to determine the
Stock Appreciation Right all or a portion of the e...xcess of (i) the Fair Market Value of a specified number of Shares as of the date of exercise of the Stock Appreciation Right over (ii) a specified purchase price which shall not be less than 100% of the Fair Market Value of such Shares as of the date of grant of the Stock Appreciation Right. Each Stock Appreciation Right shall be subject to any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise price for such terms as provided in the Shares that will determine applicable Agreement. Except as otherwise provided in the amount of the payment to be received applicable Agreement, upon exercise of a Stock Appreciation Right as set forth Right, payment to the Participant (or to his or her Successor) shall be made in Section 7(f) will be the form of cash, Shares or a combination of cash and Shares (as determined by the Administrator and will be no less than one hundred percent (100%) Committee if not otherwise specified in the Award) as promptly as practicable after such exercise. The Agreement may provide for a limitation upon the amount or percentage of the Fair Market Value per Share total appreciation on which payment (whether in cash and/or Stock) may be made in the event of the exercise of a Stock Appreciation Right. Participants holding Stock Appreciation Rights shall have no dividend rights with respect to Shares subject to such Stock Appreciation Rights. (b) Exercisability. Each Stock Appreciation Right shall vest and be exercisable in whole or in part on the terms provided in the Agreement. A Stock Appreciation Right that vests solely on the basis of the passage of time (and not on the basis of any performance standards) shall not vest more rapidly than ratably over a period of three years from the grant date beginning on the first anniversary of grant. the Stock Appreciation Right grant date. A Stock Appreciation Right that vests based on performance standards shall not vest more rapidly than immediate vesting on the first anniversary of the Option grant date. Notwithstanding the foregoing, the vesting of a 15 Stock Appreciation Right may be accelerated upon the occurrence of certain events as provided in the Award Agreement. In the no event shall any Stock Appreciation Right be exercisable at any time after its Term. When a Stock Appreciation Right is granted in tandem with an Option, the exercise of the no longer exercisable, it shall be deemed to have lapsed or terminated. No Stock Appreciation Right 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 may 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 exercised for a fraction 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. Share.
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Stock Appreciation Rights. (a)
Grant Upon such conditions and limitations it deems advisable, the Committee may authorize the grant of Stock Appreciation
Rights. Subject Rights with respect to
one or more shares of Common Stock. Upon the
terms and conditions valid exercise of
a vested Stock Appreciation Right, the
Plan, a holder of such Stock Appreciation Right
may be granted shall receive a lump sum payment for each applicable share of Common Stock equal 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 excess (if any) of Shares. The Administrator will have complete discretion to determine (i) the number Fair Market Value of Shares subject to any Award one share of Common Stock on the date of exercise, over (ii) the 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 Right's Grant Price. (b) Each Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no shall specify a Grant Price of not less than one hundred 100 percent (100%) of the Fair Market Value per Share share of Common Stock on the date the Stock Appreciation Right is granted. (c) Successive grants may be made to a holder of grant. In Stock Appreciation Rights whether or not any Stock Appreciation Rights previously granted remains unexercised. (d) The period of each Stock Appreciation Right by its terms shall be not more than ten years from the event a date the Stock Appreciation Right is granted in tandem with an Option, as specified by the exercise Committee. (e) At the sole discretion of the Committee, the settlement of an exercised Stock Appreciation Right shall automatically result may be made in the cancellation form of shares of Common Stock, in lieu of, or in combination with cash. (f) Except as provided in Paragraph 19, or as may be provided by the Option. Otherwise, Committee at the Administrator, subject to time of grant, (i) in the provisions of event the Plan, will have complete discretion to determine the terms and conditions holder of Stock Appreciation Rights granted under the Plan. 7- (d) incurs a termination of employment due to death, disability, or retirement in good standing, such Stock Appreciation Right Agreement. Each Rights that are exercisable as of the date of termination shall remain exercisable for two years following such termination, (ii) in the event of the holder of Stock Appreciation Right Rights termination of employment due to any other reason, the rights to exercise the Stock Appreciation Rights that are exercisable as of the date of termination shall remain exercisable for three months following termination, and (iii) the right to exercise Stock Appreciation Rights that are not exercisable as of the date of termination shall be forfeited. 7 (g) Each grant will of Stock Appreciation Rights shall be evidenced by an Award Agreement that will specify the exercise price, the term executed on behalf of the Stock Appreciation Right, Company by any officer designated by the conditions of exercise, Committee for this purpose and delivered to and accepted by the grantee and shall contain such other terms and conditions provisions, consistent with this Plan, 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 Committee may be in cash, in Shares of equivalent value, or in some combination thereof. approve.
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Stock Appreciation Rights.
(a) Grant of The Committee may grant 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 Ri...ght 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 13 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. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of actual issuance of the underlying Shares. (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 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 (as defined under Company policies). (e) 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 that is out-of-the-money in exchange for cash or another Award, (iii) cancel any Stock Appreciation Right in exchange for another Stock Appreciation Right with a lower grant price, or (iv) 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. 14 (f) 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 and Vesting. The Committee may grant Stock Appreciation
Rights. Subject Rights (a) in tandem with all or part of any Option granted under the Plan or at any subsequent time during the term of such Option, (b) in tandem 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
as the Committee may establish in it...s sole discretion. Unless otherwise provided in an Award Agreement, any Share Appreciation Rights granted under the Plan shall have a minimum vesting period of four years and shall vest and become exercisable in two equal installments as of each fiscal year end of the Company that immediately precedes the fourth and fifth anniversaries of the date the Share Appreciation Rights are granted, in each case so long as the Participant continues to be employed by or provide services to the Company or any of its Subsidiaries on the relevant vesting date. 6.2. Terms and Conditions. Stock Appreciation Rights shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, a Stock Appreciation Right may as shall be granted to a Service Provider at any time and determined from time to time as will be determined by the Administrator, Committee, including the following: (a) Upon the exercise of a Stock Appreciation Right, the holder shall have the right to receive the excess of (i) the Fair Market Value of 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 grant price of the Stock Appreciation Right. (b) The Committee shall determine 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 whether payment to be received upon on exercise of a Stock Appreciation Right shall be made in whole Shares, in cash or other property, or any combination thereof. (c) The terms and conditions of Stock Appreciation Rights need not be the same with respect to each recipient. (d) The Committee may impose such other terms and conditions on the exercise of any Stock Appreciation Right, as set forth in Section 7(f) will be determined by the Administrator and will be no it shall deem appropriate. A Stock Appreciation Right shall (i) have a grant price per Share of not less than one hundred percent (100%) of the Fair Market Value per of one Share on the date of grant. In grant or, if applicable, on the event date of grant of an Option with respect to a Stock Appreciation Right is granted in exchange for or in tandem with, but subsequent to, the Option (subject to the requirements of Section 409A of the Code) except in the case of Substitute Awards or in connection with an Option, adjustment provided in Section 12.2, and (ii) have a term not greater than ten (10) years. Notwithstanding clause (ii) of the preceding sentence, in the event that on the last business day of the term of a Stock Appreciation Right (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 a Company policy or a "lock-up" agreement undertaken in connection with an issuance of securities by the Company, the term shall be extended for a period of thirty (30) days following the end of the Plan, will have complete discretion legal prohibition, black-out period or lock-up agreement. (e) Without the approval of the Company's shareholders, other than pursuant to determine Section 12.2, the terms and conditions Committee shall not (i) reduce the grant price of Stock Appreciation Rights granted under the Plan. 7- (d) any Stock Appreciation Right Agreement. Each after the date of grant (ii) cancel any Stock Appreciation Right when the 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 price per Share exceeds the Fair Market Value of one Share in exchange for cash, a Stock Appreciation Right with a lower grant price per Share on the date of exercise over the exercise price; times (ii) The number of Shares or another Award (other than in connection with a Change in Control as defined in Section 11.3), 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 Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof. are listed.
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Stock Appreciation Rights. (a)
Grant Grant. An Award of
a Stock Appreciation Right shall entitle the Participant, subject to terms and conditions determined by the Committee, to receive upon exercise of the Stock Appreciation Right all or a portion of the excess of (i) the Fair Market Value of a specified number of Shares as of the date of exercise of the Stock Appreciation Right over (ii) a specified purchase price which shall not be less than 100% of the Fair Market Value of such Shares as of the date of grant of the St...ock Appreciation Right. Each Stock Appreciation Right shall be subject to such terms as provided in the applicable Agreement. Except as otherwise provided in the applicable Agreement, upon exercise of a Stock Appreciation Right, payment to the Participant (or to his or her Successor) shall be made in the form of cash, Shares or a combination of cash and Shares (as determined by the Committee if not otherwise specified in the Award) as promptly as practicable after such exercise. The Agreement may provide for a limitation upon the amount or percentage of the total appreciation on which payment (whether in cash and/or Stock) may be made in the event of the exercise of a Stock Appreciation Right. Participants holding Stock Appreciation Rights shall have no dividend rights with respect to Shares subject to such Stock Appreciation Rights. Subject to 12 (b) Exercisability. Each Stock Appreciation Right shall vest and be exercisable in whole or in part on the terms and conditions provided in the Agreement. A Stock Appreciation Right that vests solely on the basis of the Plan, passage of time (and not on the basis of any performance standards) shall not vest more rapidly than ratably over a period of three years from the grant date beginning on the first anniversary of the Stock Appreciation Right grant date. A Stock Appreciation Right that vests based on performance standards shall not vest more rapidly than immediate vesting on the first anniversary of the Option grant date. Notwithstanding the foregoing, the vesting of a Stock Appreciation Right may be granted to a Service Provider accelerated upon the occurrence of certain events as provided in the Award Agreement. In no event shall any Stock Appreciation Right be exercisable at any time and from time to time as will be determined by the Administrator, in after 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 Term. When a Stock Appreciation Right is granted in tandem with an Option, the exercise of the no longer exercisable, it shall be deemed to have lapsed or terminated. No Stock Appreciation Right 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 may 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 exercised for a fraction 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. Share.
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Stock Appreciation Rights.
(a) Grant of The Committee may grant 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 Ri...ght 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 6.2Terms 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: 9 (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. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of actual issuance of the underlying Shares. (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 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 (as defined under Company policies). (e)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 that is out-of-the-money in exchange for cash or another Award, (iii) cancel any Stock Appreciation Right in exchange for another Stock Appreciation Right with a lower grant price, or (iv) 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. (f)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 The grant, issuance, retention, vesting and/or settlement of any Stock Appreciation Right shall occur at such time and be subject to 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 time, attainment of age and/or service requirements, and/or satisfaction of performance conditions. The term of Stock Appreciation
Rights. Subject to Right shall in no... event be greater than 10 years; provided, however, the terms and conditions term of the Plan, a an Stock Appreciation Right shall be automatically extended if, at the time of its scheduled expiration, the Participant holding such Stock Appreciation Right is prohibited by law or the Company's insider trading policy from exercising the Stock Appreciation Right which extension shall expire on the 30th day following the date such prohibition no longer applies. Stock Appreciation 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 16), 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 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 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. 11 (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 Grant. An Award of
a Stock Appreciation Right shall entitle the Participant, subject to terms and conditions determined by the Committee, to receive upon exercise of the Stock Appreciation Right all or a portion of the excess of (i) the Fair Market Value of a specified number of Shares as of the date of exercise of the Stock Appreciation Right over (ii) a specified purchase price which shall not be less than 100% of the Fair Market Value of such Shares as of the date of grant of the St...ock Appreciation Right. Each Stock Appreciation Right shall be subject to such terms as provided in the applicable Agreement. Except as otherwise provided in the applicable Agreement, upon exercise of a Stock Appreciation Right, payment to the Participant (or to his or her Successor) shall be made in the form of cash, Shares or a combination of cash and Shares (as determined by the Committee if not otherwise specified in the Award) as promptly as practicable after such exercise. The Agreement may provide for a limitation upon the amount or percentage of the total appreciation on which payment (whether in cash and/or Stock) may be made in the event of the exercise of a Stock Appreciation Right. Participants holding Stock Appreciation Rights shall have no dividend rights with respect to Shares subject to such Stock Appreciation Rights. Subject to (b) Exercisability. Each Stock Appreciation Right shall vest and be exercisable in whole or in part on the terms and conditions provided in the Agreement. A Stock Appreciation Right that vests solely on the basis of the Plan, passage of time (and not on the basis of any performance standards) shall not vest more rapidly than ratably over a period of three years from the grant date beginning on the first anniversary of the Stock Appreciation Right grant date. A Stock Appreciation Right that vests based on performance standards shall not vest more rapidly than immediate vesting on the first anniversary of the Option grant date. Notwithstanding the foregoing, the vesting of a Stock Appreciation Right may be granted to a Service Provider accelerated upon the occurrence of certain events as provided in the Award Agreement. In no event shall any Stock Appreciation Right be exercisable at any time and from time to time as will be determined by the Administrator, in after 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 Term. When a Stock Appreciation Right is granted in tandem with an Option, the exercise of the no longer exercisable, it shall be deemed to have lapsed or terminated. No Stock Appreciation Right 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 may 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 exercised for a fraction 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. Share.
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Stock Appreciation Rights.
(a) Grant of The Committee may, in its discretion, grant Stock Appreciation
Rights. Subject Rights independently of or in connection with all or any part of an Option granted under the Plan. Each Stock Appreciation Right shall be subject to
the such terms and conditions
of consistent with the
Plan, a Plan as the Committee shall determine from time to time and as may be set forth in an Award Agreement, including the following: (a) A Stock Appreciation Right may be
granted to a Service Provider ma...de part of an Option at any the time and from time to time as will be determined by the Administrator, in of its sole discretion. grant. (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 Each Stock Appreciation Right as set forth will entitle the holder to elect to receive an amount in Shares (or, to the extent permitted under Section 7(f) will be determined by 24, in cash or in Shares, or a combination thereof, all in the Administrator and will be no less than one hundred percent (100%) sole discretion of the Fair Committee) equal to 100% of the excess of: 8 (i) the 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 Common 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 of such right, multiplied by the exercise price; times (ii) The number of Shares with respect to which the right is being exercised, over (ii) the aggregate Market Value for such number of Shares as of the date the Stock Appreciation Right is exercised. At the discretion of the Administrator, the payment upon was granted. (c) Each Stock Appreciation Right connected to an Option will be exercisable at the time, in the manner and to the extent the Option to which it relates is exercisable. Each independent Stock Appreciation Right will be exercisable according to the terms and conditions established by the Committee in the instrument evidencing the Award. (d) Upon the exercise may of a Stock Appreciation Right connected to an Option, the Option (or portion thereof) with respect to which such right is exercised shall be surrendered and shall not thereafter be exercisable. Exercise of such a Stock Appreciation Right will reduce the number of Shares purchasable pursuant to the related Option and available for issuance under the Plan to the extent of the number of Shares with respect to which the right is exercised, whether or not any portion of the payment made upon exercise of such right is made in cash, in Shares of equivalent value, or in some combination thereof. Common Stock.
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Stock Appreciation Rights.
(a) Grant of The Committee may, in its discretion, grant Stock Appreciation
Rights. Subject Rights independently of or in connection with all or any part of an Option granted under the Plan. Each Stock Appreciation Right shall be subject to
the such terms and conditions
of consistent with the
Plan, a Plan as the Committee shall determine from time to time and as may be set forth in an Award Agreement, including the following: (a) A Stock Appreciation Right may be
granted to a Service Provider ma...de part of an Option at any the time and from time to time as will be determined by the Administrator, in of its sole discretion. grant. (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 Each Stock Appreciation Right as set forth will entitle the holder to elect to receive an amount in Shares (or, to the extent permitted under Section 7(f) will be determined by 24, in cash or in Shares, or a combination thereof, all in the Administrator and will be no less than one hundred percent (100%) sole discretion of the Fair Committee) equal to 100% of the excess of: 7 (i) the 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 Common 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 of such right, multiplied by the exercise price; times (ii) The number of Shares with respect to which the right is being exercised, over (ii) the aggregate Market Value for such number of Shares as of the date the Stock Appreciation Right is exercised. At the discretion of the Administrator, the payment upon was granted. (c) Each Stock Appreciation Right connected to an Option will be exercisable at the time, in the manner and to the extent the Option to which it relates is exercisable. Each independent Stock Appreciation Right will be exercisable according to the terms and conditions established by the Committee in the instrument evidencing the Award. (d) Upon the exercise may of a Stock Appreciation Right connected to an Option, the Option (or portion thereof) with respect to which such right is exercised shall be surrendered and shall not thereafter be exercisable. Exercise of such a Stock Appreciation Right will reduce the number of Shares purchasable pursuant to the related Option and available for issuance under the Plan to the extent of the number of Shares with respect to which the right is exercised, whether or not any portion of the payment made upon exercise of such right is made in cash, in Shares of equivalent value, or in some combination thereof. Common Stock.
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