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
a Stock Appreciation
Rights. Subject Right shall entitle the Participant, subject to
the terms and conditions
determined by the Committee, to receive upon exercise of the
Plan, 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 price which shall not be less than 100% of the Fair Market Value of such Shares as of the date o...f grant of the Stock Appreciation Right ("purchase price"). Each Stock Appreciation Right may be granted exercisable in whole or 10 in part on and otherwise subject to a Service Provider the terms provided in the applicable Agreement. No Stock Appreciation Right shall 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 Term. When a Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise price for Right is no longer exercisable, it shall be deemed to have lapsed or terminated. Except as otherwise provided in the Shares that will determine 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, Stock or a combination of cash and Stock (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. Except as provided by Section 12(f), 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 date of grant. terms provided in the 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 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; provided, that Stock Appreciation Rights may only be granted to Eligible Employee who are service providers of the Company or its Subsidiaries. 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 Grant. An Award of
a Stock Appreciation
Rights. Subject Right shall entitle the Participant, subject to
the terms and conditions
determined by the Committee, to receive upon exercise of the
Plan, 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 price which shall not be less than 100% of the Fair Market Value of such Shares as of the date o...f grant of the Stock Appreciation Right ("purchase price"). Each Stock Appreciation Right may be granted exercisable in whole or in part on and otherwise subject to a Service Provider the terms provided in the applicable Agreement. No Stock Appreciation Right shall 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 Term. When a Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise price for Right is no longer exercisable, it shall be deemed to have lapsed or terminated. Except as otherwise provided in the Shares that will determine 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, Stock or a combination of cash and Stock (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. Except as provided by Section 12(f), 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 date of grant. terms provided in the 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 Generally. The Committee may, in its discretion, grant Stock Appreciation Rights, including a concurrent grant of Stock Appreciation
Rights. Subject to the terms and conditions of the Plan, a Rights in tandem with any Stock Option grant. A Stock Appreciation Right
may be granted means a right to
receive a
Service Provider at any time and from time to time payment in cash, Common Stock or a combination thereof, as
will be determined by the
Administrator, Committee, in
its sole discretio...n. (b) Number an amount equal to the excess 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 (i) the Fair Market Value per Share of a specified number of shares of Common Stock on the date the Stock Appreciation Right is exercised over (ii) the Fair Market Value of grant. In such shares of Common Stock on the event date the Stock Appreciation Right is granted, or other higher specified amount, all as determined by the Committee. If a Stock Appreciation Right is granted in tandem with an a Stock Option at the date of grant of the Stock Option, the exercise designated base amount in the award agreement shall reflect the Fair Market Value on the date such Stock Option and Stock Appreciation Right were granted, or a higher specified amount as determined by the Committee. In any event, the base amount of each Stock Appreciation Right shall not be less than the per-share Fair Market Value of a share of Common Stock on the date of grant of the Stock Appreciation Right. Each Stock Appreciation Right shall be subject to such terms and conditions, including vesting, as the Committee shall impose 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, be transferable and shall expire according to the provisions of same vesting, transferability and expiration rules as the Plan, will have complete discretion to determine corresponding Stock Option, unless the terms and conditions of Committee determines otherwise. C-9 (b) Exercise Period. Stock Appreciation Rights granted under the Plan. 7- (d) Plan shall be exercisable at such time or times and subject to such terms and conditions, including vesting, as shall be determined by the Committee; provided, however, that no Stock Appreciation Rights shall be exercisable later than ten (10) years after the date it is granted. Notwithstanding the foregoing, unless the Committee determines otherwise, if a vested Stock Appreciation Right Agreement. Each would terminate at a time when trading in Common Stock is prohibited by law or by the Company's insider trading policy, the vested Stock Appreciation Right grant will may be evidenced by an Award Agreement that will specify exercised until the exercise price, the term thirtieth (30th) day after expiration of the such prohibition. All Stock Appreciation Right, the Rights shall terminate at such earlier times and upon such conditions of exercise, and such other terms and conditions or circumstances as the Administrator, Committee shall 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 discretion 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 such right at 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. grant.
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Stock Appreciation Rights.
(a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right 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 shall be evidenced by an Award Agreement. Each Stock Appreciation Right so granted shall be subject to the date conditions set forth in this Section 7, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. Stock Appreciation Rights may be granted alone ("Free Standing Rights") or in tandem with an Option granted under the Plan ("Related Rights"). 7.1 Grant Requirements for Related Rights. Any Related Right that relates to a Non-qualified Stock Option may be granted at the same time the Option is granted or at any time thereafter but before the exercise or expiration of the Option. Any Related Right that relates to an Incentive Stock Option must be granted at the same time the Incentive Stock Option is granted. 7.2 Term The term of a Stock Appreciation Right granted under the Plan shall be determined by the Administrator, in its sole discretion, Committee; provided, however, no Stock Appreciation Right shall be exercisable later than the tenth anniversary of the Grant Date. 7.3 Vesting. Stock Appreciation Rights under the Plan shall be subject to such restrictions and limitations set forth in the Award Agreement. Notwithstanding Agreement as the foregoing, Committee may impose in its discretion, including vesting conditions and forfeiture provisions. In its discretion, the rules Committee may provide in the Award Agreement that some or all of Section 6(d) relating such restrictions shall lapse upon (a) the Participant's continued employment with the Company or an Affiliate for a specified period of time, (b) the occurrence of any one or more other events or the satisfaction of any one or more other conditions, as specified by the Committee, including satisfaction of performance criteria, a termination of Continuous Services under certain circumstances (such as death or Disability), or a Change in Control, or (c) a combination of any of the foregoing. In its discretion, the Committee shall have the authority to accelerate the maximum term also will apply to Stock Appreciation Rights. (f) Payment vesting of a Stock Appreciation Right Amount. at any time, in whole or in part, or otherwise waive or modify any such restrictions. 7.4 Exercise and Payment. Upon exercise of a Stock Appreciation Right, a Participant will the holder shall be entitled to receive a payment from the Company in an amount determined equal to the number of shares of Common Stock subject to the Stock Appreciation Right that is being exercised multiplied by multiplying: the excess of (i) The difference between the Fair Market Value of a Share share of Common Stock on the date the Award is exercised, over (ii) the exercise price specified in the Stock Appreciation Right or related Option. Payment with respect to the exercise of a Stock Appreciation Right shall be made on the date of exercise. Payment shall be made in the form of shares of Common Stock (with or without restrictions as to substantial risk of forfeiture and transferability, as determined by the Committee in its sole discretion), cash or a combination thereof, as determined by the Committee. 15 7.5 Exercise Price. The exercise over price of a Free Standing Right shall be determined by the Committee, but shall not be less than 100% of the Fair Market Value of one share of Common Stock on the Grant Date of such Stock Appreciation Right. A Related Right granted simultaneously with or subsequent to the grant of an Option and in conjunction therewith or in the alternative thereto shall have the same exercise price as the related Option, shall be transferable only upon the same terms and conditions as the related Option, and shall be exercisable only to the same extent as the related Option; provided, however, that a Stock Appreciation Right, by its terms, shall be exercisable only when the Fair Market Value per share of Common Stock subject to the Stock Appreciation Right and related Option exceeds the exercise price; times (ii) The price per share thereof and no Stock Appreciation Rights may be granted in tandem with an Option unless the Committee determines that the requirements of Section 7.1 are satisfied. 7.6 Reduction in the Underlying Option Shares. Upon any exercise of a Related Right, the number of Shares with respect to shares of Common Stock for which any related Option shall be exercisable shall be reduced by the number of shares for which the Stock Appreciation Right is has been exercised. At The number of shares of Common Stock for which a Related Right shall be exercisable shall be reduced upon any exercise of any related Option by the discretion number of the Administrator, the payment upon shares of Common Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof. for which such Option has been exercised.
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Stock Appreciation Rights. (a) Grant of
Stock Appreciation Rights. SARs. Subject to the terms and conditions of the Plan, a
Stock Appreciation Right SAR may be granted to
a Service
Provider Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine the number of
Shares SARs granted to any Service Provider, subject to
any Award of Stock Appreciation Rights. the limits set forth in Section ...6(a)(ii). (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 SAR Agreement. Each Stock Appreciation Right SAR grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, SAR, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. SARs. A Stock Appreciation Right SAR granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) relating to the maximum term also will apply to Stock Appreciation Rights. SARs. (f) Payment of Stock Appreciation Right SAR Amount. Upon exercise of a Stock Appreciation Right, 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. 8 At the discretion of the Administrator, the payment upon Stock Appreciation Right SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof.
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Stock Appreciation Rights.
(a) Grant 7.1 Terms and Conditions. The grant of Stock Appreciation
Rights. Subject Rights under the Plan shall be subject to the terms and conditions
set forth in this Section 7 and any additional terms and conditions, not inconsistent with the express terms and provisions of the Plan,
as the Committee shall set forth in the relevant Award Agreement. 5 7.2 Stock Appreciation Rights. A Stock Appreciation Right is an Award granted with respect to a
specified number of shares of Common Stock entit...ling a Participant to receive an amount equal to the excess of the Fair Market Value of a share of Common Stock on the date of exercise over the Fair Market Value of a share of Common Stock on the date of grant of the Stock Appreciation Right, multiplied by the number of shares of Common Stock with respect to which the Stock Appreciation Right shall have been exercised. 7.3 Grant. A Stock Appreciation Right may be granted in addition to any other Award under the Plan or in tandem with or independent of a Service Provider Non-Qualified Stock Option. 7.4 Date of Exercisability. In respect of any Stock Appreciation Right granted under the Plan, unless otherwise (a) determined by the Committee (in its sole discretion) at any time and from time to time as will be determined by the Administrator, in its sole discretion. (b) Number respect of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of such Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise price for Right, or (b) provided in the Shares that will determine the amount of the payment to be received upon exercise of Award Agreement, a Stock Appreciation Right may be exercised by a Participant, in accordance with and subject to all of the procedures established by the Committee, in whole or in part at any time and from time to time during its specified term. The Committee may also provide, as set forth in Section 7(f) will be determined by the Administrator relevant Award Agreement 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 without limitation, that some Stock Appreciation Rights granted under the Plan. 7- (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will shall be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, automatically exercised 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 settled on one or more fixed dates specified therein by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules Committee. 7.5 Form of Section 6(d) relating to the maximum term also will apply to Stock Appreciation Rights. (f) Payment of Stock Appreciation Right Amount. Payment. Upon exercise of a Stock Appreciation Right, payment may be made in cash, in Restricted Shares or in shares of unrestricted Common Stock, or in any combination thereof, as the Committee, in its sole discretion, shall determine and provide in the relevant Award Agreement. 7.6 Tandem Grant. The right of a Participant will be entitled to receive exercise a payment from tandem Stock Appreciation Right shall terminate to the Company in an amount determined by multiplying: (i) The difference between extent such Participant exercises the Fair Market Value of a Share on the date of exercise over the exercise price; times (ii) The number of Shares with respect Non-Qualified Stock Option to which the such 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. related.
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Stock Appreciation Rights.
(a) Grant 7.1 Terms and Conditions. The grant of Stock Appreciation
Rights. Subject Rights under the Plan shall be subject to the terms and conditions
set forth in this Section 7 and any additional terms and conditions, not inconsistent with the express terms and provisions of the Plan,
as the Committee shall set forth in the relevant Award Agreement. 7.2 Stock Appreciation Rights. A Stock Appreciation Right is an Award granted with respect to a
specified number of shares of Common Stock entitli...ng a Participant to receive an amount equal to the excess of the Fair Market Value of a share of Common Stock on the date of exercise over the Fair Market Value of a share of Common Stock on the date of grant of the Stock Appreciation Right, multiplied by the number of shares of Common Stock with respect to which the Stock Appreciation Right shall have been exercised. 7.3 Grant. A Stock Appreciation Right may be granted in addition to any other Award under the Plan or in tandem with or independent of a Service Provider Non-Qualified Stock Option. 7.4 Date of Exercisability. In respect of any Stock Appreciation Right granted under the Plan, unless otherwise (a) determined by the Committee (in its sole discretion) at any time and from time to time as will be determined by the Administrator, in its sole discretion. (b) Number respect of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of such Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise price for Right, or (b) provided in the Shares that will determine the amount of the payment to be received upon exercise of Award Agreement, a Stock Appreciation Right may be exercised by a Participant, in accordance with and subject to all of the procedures established by the Committee, in whole or in part at any time and from time to time during its specified term. The Committee may also provide, as set forth in Section 7(f) will be determined by the Administrator relevant Award Agreement 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 without limitation, that some Stock Appreciation Rights granted under the Plan. 7- (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will shall be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, automatically exercised 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 settled on one or more fixed dates specified therein by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules Committee. 7.5 Form of Section 6(d) relating to the maximum term also will apply to Stock Appreciation Rights. (f) Payment of Stock Appreciation Right Amount. Payment. Upon exercise of a Stock Appreciation Right, payment may be made in cash, in Restricted Shares or in shares of unrestricted Common Stock, or in any combination thereof, as the Committee, in its sole discretion, shall determine and provide in the relevant Award Agreement. 7.6 Tandem Grant. The right of a Participant will be entitled to receive exercise a payment from tandem Stock Appreciation Right shall terminate to the Company in an amount determined by multiplying: (i) The difference between extent such Participant exercises the Fair Market Value of a Share on the date of exercise over the exercise price; times (ii) The number of Shares with respect Non-Qualified Stock Option to which the such 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. related.
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Stock Appreciation Rights.
(a) Grant An Award of
a Stock Appreciation
Rights. Subject Right shall entitle the Participant (or a Successor or Transferee), subject to
the terms and conditions
determined by the Committee, to receive upon exercise of the
Plan, 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 price that 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. A Stock Appreciation Right may be granted to in connection with part or all of, in addition to, or completely independent of an Option or any other Award under the Plan. If issued in connection with a Service Provider at any time and from time to time as will be determined by previously or contemporaneously granted Option, 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 Committee may impose a condition 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%) cancels a pro rata portion of the Fair Market Value per Share Option with which it is connected and vice versa. Each Stock Appreciation Right may be exercisable in whole or in part on the date terms provided in the Agreement. No Stock Appreciation Right shall be exercisable at any time after the expiration of grant. In the event its Term. When a Stock Appreciation Right is granted in tandem with an Option, the no longer exercisable, it shall be deemed to have lapsed or terminated. Upon 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 a A-8 Stock Appreciation Right, payment to the conditions Participant or a Successor or Transferee shall be made at such time or times as shall be provided in the Agreement in the form of exercise, cash, Shares or a combination of cash and such other terms and conditions Shares 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, Committee. The Agreement may provide for a limitation upon the amount or percentage of the total appreciation on which payment (whether in its sole discretion, and set forth cash and/or Shares) may be made in the Award Agreement. Notwithstanding event of 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. Right.
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Stock Appreciation Rights. (a) Grant
of and Exercise. Stock Appreciation
Rights. Subject Rights may be granted in conjunction with all or part of any Stock Option granted under the Plan, and such rights may be granted only at the time of grant of such Stock Option. No Stock Appreciation Rights may be granted to
a Non-Employee Director if granted in conjunction with an Incentive Stock Option. A Stock Appreciation Right or applicable portion thereof granted with respect to a given Stock Option shall terminate and no longer ...be exercisable upon the terms and conditions termination or exercise of the Plan, related Stock Option, except that, unless otherwise determined by the Committee at the time of grant, a Stock Appreciation Right granted with respect to less than the full number of shares covered by a related Stock Option shall not be reduced until the number of shares covered by an exercise or termination of the related Stock Option exceeds the number of shares not covered by the Stock Appreciation Right. A Stock Appreciation Right may be granted exercised by an optionee in accordance with Section 6(b) by surrendering the applicable portion of the related Stock Option in accordance with procedures established by the Committee. Upon such exercise and surrender, the optionee shall be entitled to a Service Provider at any time receive an amount determined in the manner prescribed in Section 6(b). Stock Options which have been so surrendered shall no longer be exercisable to the extent the related Stock Appreciation Rights have been exercised. 6 (b) Terms and from time Conditions. Stock Appreciation Rights shall be subject to time such terms and conditions as will shall be determined by the Administrator, in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine Committee, including the number of Shares subject to any Award of following: (i) Stock Appreciation Rights. (c) Exercise Price Rights shall be exercisable only at such time or times and Other Terms. The per Share exercise price for to the Shares extent 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 Options to which they relate are exercisable in the cancellation of the Option. Otherwise, the Administrator, subject to accordance with the provisions of Section 5 and this Section 6. (ii) Upon 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 an optionee shall be entitled to receive a payment from the Company in an amount determined by multiplying: (i) The difference between in cash, shares of Stock or both equal in value to the excess of the Fair Market Value of a Share on the date one share of exercise Stock over the exercise price; times (ii) The option price per share specified in the related Stock Option multiplied by the number of Shares with shares in respect to of which the Stock Appreciation Right is exercised. At shall have been exercised, with the discretion Committee having the right to determine the form of payment. In the case of Stock Appreciation Rights relating to Stock Options held by optionees who are actually or potentially subject to Section 16(b) of the Administrator, Exchange Act, the payment upon Committee may require that such Stock Appreciation Rights be exercised only in accordance with the applicable provisions of Rule 16b‐3. (iii) Stock Appreciation Rights shall be transferable only when and to the extent that the underlying Stock Option would be transferable under Section 5(e). (iv) Upon the exercise of a Stock Appreciation Right, the Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed to have been exercised for the purpose of the limitation set forth in Section 3 on the number of shares of Stock to be issued under the Plan, but only to the extent of the number of shares issued under the Stock Appreciation Right at the time of exercise may be in cash, in Shares based on the value of equivalent value, or in some combination thereof. the Stock Appreciation Right at such time.
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