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.
View More
Variations of a "Stock Appreciation Rights" Clause from Business Contracts
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, 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 Committee; provided, however, no Stock Appreciation Right Amount. shall be exercisable later than the tenth anniversary of the Grant Date. 7.3 Vesting. Each Stock Appreciation Right may, but need not, vest and therefore become exercisable in periodic installments that may, but need not, be equal. The Stock Appreciation Right may be subject to such other terms and conditions on the time or times when it may be exercised as the Committee may deem appropriate. The vesting provisions of individual Stock Appreciation Rights may vary. No Stock Appreciation Right may be exercised for a fraction of a share of Common Stock. The Committee may, but shall not be required to, provide for an acceleration of vesting and exercisability in the terms of any Stock Appreciation Right upon the occurrence of a specified event. 13 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. 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.
View More
Stock Appreciation Rights.
(a) Grant of Each Stock Appreciation
Rights. Subject Right granted under the Plan shall be evidenced by an Award Agreement. Each Stock Appreciation Right so granted shall be subject to the
terms 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 Gra...nt 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 Plan, 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 Committee; provided, however, no Stock Appreciation Right shall be exercisable later than the tenth (10th) anniversary of the Grant Date. 16 7.3 Vesting. Each Stock Appreciation Right may, but need not, vest and therefore become exercisable in periodic installments that may, but need not, be equal. The Stock Appreciation Right may be granted subject to such other terms and conditions on the time or times when it may be exercised as the Committee may deem appropriate. The vesting provisions of individual Stock Appreciation Rights may vary. No Stock Appreciation Right may be exercised for a Service Provider at fraction of a share of Common Stock. The Committee may, but shall not be required to, provide for an acceleration of vesting and exercisability in the terms of any time Stock Appreciation Right upon the occurrence of a specified event. 7.4 Exercise and Payment. Upon exercise of a Stock Appreciation Right, the holder shall be entitled to receive from time the Company an amount equal 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 shares of Common Stock subject to any Award of the Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share Right that is being exercised multiplied by the excess of (i) the Fair Market Value of a share of Common Stock on the date the Award is exercised, over (ii) the exercise price for specified in the Shares that will determine Stock Appreciation Right or related Option. Payment with respect to the amount of the payment to be received upon 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 set forth to substantial risk of forfeiture and transferability, as determined by the Committee in Section 7(f) will its sole discretion), cash or a combination thereof, as determined by the Committee. 7.5 Exercise Price The exercise price of a Free Standing Right shall be determined by the Administrator and will Committee, but shall not be no less than one hundred percent (100%) of the Fair Market Value per Share of one (1) share of Common Stock on the date Grant Date of grant. In such Stock Appreciation Right. A Related Right granted simultaneously with or subsequent to the event 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 is and related Option exceeds the exercise price per share thereof and no Stock Appreciation Rights may be granted in tandem with an Option, Option unless the exercise Committee determines that the requirements of the Stock Appreciation Right shall automatically result Section 7.1 are satisfied. 7.6 Reduction 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. Underlying Option Shares. Upon any exercise of a Stock Appreciation Related 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 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.
View More
Stock Appreciation Rights.
(a) Grant The grant, issuance, retention, vesting and/or settlement of
any Stock Appreciation
Rights. Subject Right shall occur at such time and be subject to
the such terms and conditions
as determined by the Administrator or under criteria established by the Administrator, which may include conditions based on continued employment, passage of time, attainment of age and/or service requirements, and/or satisfaction of performance conditions in accordance with Section 12 of the
Plan, a Plan. Sto
...ck Appreciation Right Rights may be granted to a Service Provider at any time and Participants from time to time either in tandem with or as will 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 grant, the related Option shall be canceled automatically to the extent of the number of shares covered by such exercise. Conversely, if the related Option is exercised as to some or all of the shares covered by the grant, the related tandem SAR, if any, shall be canceled automatically to the extent of 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 tandem 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 8 of the Plan and all tandem SARs shall have the same exercise price as the Option to which they relate. Subject to the provisions of Section 8 of the Plan and the immediately preceding sentence, the Administrator may impose such other conditions or restrictions A-10 on any Stock Appreciation Right as it shall deem appropriate. Stock Appreciation Rights may be settled in Common Stock, cash or a combination thereof, as determined by the Administrator, Administrator and set forth in its sole discretion. the applicable Award Agreement. (b) Number No Repricing without Shareholder Approval. Other than in connection with a change in the Company's capitalization (as described in Section 15 of Shares. The Administrator will have complete discretion to determine the number of Shares subject to Plan), at any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share time when the 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 above the Fair Market Value of a Share on share of Common Stock, the date of exercise over Company shall not, without shareholder approval (i) reduce the exercise price; times or base price of such Stock Appreciation Right, (ii) The number of Shares with respect to which the exchange such Stock Appreciation Right is exercised. At the discretion of the Administrator, the payment upon for cash, another Award or a new Option or Stock Appreciation Right with a lower exercise may be or base price or (iii) otherwise reprice such Stock Appreciation Right. (c) No Shareholder Rights. Participants shall have no voting rights and will have no rights to receive dividends or Dividend Equivalents in cash, in Shares respect of equivalent value, an Award of Stock Appreciation Rights or in some combination thereof. any shares of Common Stock subject to an Award of Stock Appreciation Rights until the Participant has become the holder of record of such shares.
View More
Stock Appreciation Rights.
(a) Grant of 7.1Grant. Stock
Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right appreciation rights may be granted
to a Service Provider at any time and from time to time as will be determined under the Plan by the
Administrator, Board of Directors, subject to such rules, terms, and conditions as the Board of Directors prescribes. The Board of Directors may provide that stock appreciation rights may be granted in
its sole discretion. (b) Number of Sh...ares. The Administrator will have complete discretion substitution for stock options granted under the Plan. With respect to each grant, the Board shall determine the number of Shares shares subject to any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share the stock appreciation right, the exercise price for the Shares that will determine the amount of the payment to stock appreciation right, the period of the stock appreciation right, and the time or times at which the stock appreciation right may be received upon exercised. T he exercise price of a stock appreciation right shall not be less than 100 percent of the fair market value of the Common Stock Appreciation Right as set forth in Section 7(f) will be determined covered by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share stock appreciation right on the date the stock appreciation right is granted. The fair market value shall be the closing price of grant. In the event Common Stock last reported on the date the stock appreciation right is granted, if the stock is publicly traded, or another value of the Common Stock as specified by the Board of Directors. Stock appreciation rights shall continue in effect for the period fixed by the Board of Directors., not to exceed ten years. 7.2Stock Appreciation Rights Granted in Connection with Options. If a Stock Appreciation Right stock appreciation right is granted in tandem connection with an Option, option, the exercise of the Stock Appreciation Right stock appreciation right shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject be exercisable only to the provisions of extent and on the Plan, will have complete discretion to determine same conditions that the terms and conditions of Stock Appreciation Rights granted under the Plan. 7- (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will related option could 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. exercised. Upon exercise of a Stock Appreciation Right, stock appreciation right, any option or portion thereof to which the stock appreciation right relates terminates. If a Participant will be entitled stock appreciation right is granted in connection with an option, upon exercise of the option, the stock appreciation right or portion thereof to which the grant relates terminates. 7.3Exercise. Each stock appreciation right shall entitle the holder, upon exercise, to receive a payment from the Company in exchange therefor an amount determined by multiplying: (i) The difference between equal in value to the Fair Market Value excess of a Share the fair market value on the date of exercise of one share of Common Stock of the Company over the exercise price; times (ii) The number price as determined by the Board of Shares Directors (or, in the case of a stock appreciation right granted in connection with respect an option, the option price per share under the option to which the stock appreciation right relates), multiplied by the number of shares covered by the stock appreciation right, or portion thereof, that is surrendered. Payment by the Company upon exercise of a stock appreciation right may be made in Common Stock Appreciation Right is exercised. At valued at fair market value, in cash, or partly in Common Stock and partly in cash, all as determined by the discretion Board of Directors. For this purpose, the fair market value of the Administrator, Common Stock shall be the payment closing price of the Common Stock last reported before the time of exercise, or such other value of the Common Stock as specified by the Board of Directors. 7.4Fractional Shares. No fractional shares shall be issued upon Stock Appreciation Right exercise of a stock appreciation right. In lieu thereof, cash may be paid in cash, an amount equal to the value of the fraction or, if the Board of Directors shall determine, the number of shares may be rounded downward to the next whole share. 7.5Nontransferability. Each stock appreciation right granted in Shares connection with an Incentive Stock Option and, unless otherwise determined by the Board of equivalent value, Directors, each other stock appreciation right granted under the Plan, by its terms shall be nonassignable and nontransferable by the holder, either voluntarily or by operation of law, except by will or by the laws of descent and distribution of the state or country of the holder's domicile at the time of death, and each stock appreciation right by its terms shall be exercisable during the holder's lifetime only by the holder. No stock appreciation right may be transferred by the holder in some combination thereof. exchange for cash or property.
View More
Stock Appreciation Rights. (a)
Grant Nature 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. An Award of Stock Appreciation
Rights. (c) Exercise Price Rights shall be subject to 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 conditions 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 Committee, to receive upon exercise of the Stock Appreciation Right shall automatically result in the cancellation all or a portion of the Option. Otherwise, excess of (i) the Administrator, subject to the provisions Fair Market Value of a specified number of Shares as of the Plan, will have complete discretion to determine date of exercise of the terms and conditions of Stock Appreciation Rights granted under the Plan. 7- (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will over (ii) a specified exercise price that shall not be evidenced by an Award Agreement that will specify less than the exercise price, Fair Market Value of such Shares on the term Grant Date of the Stock Appreciation Right, except in the conditions case of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. (e) Expiration Substitute Awards. (b) Exercise of Stock Appreciation Rights. A SAR. Each Stock Appreciation Right granted under may be exercisable in whole or in part at the Plan will expire upon times, on the date determined by the Administrator, in its sole discretion, terms and set forth in the Award manner provided in the 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 No Stock Appreciation Right Amount. shall be exercisable at any time after its scheduled expiration, which shall be set in a manner consistent with Section 5(b). When a Stock Appreciation Right is no longer exercisable, it shall be deemed to have terminated. Upon exercise of a Stock Appreciation Right, payment to the Participant shall be made at such time or times as shall be provided in the Agreement in the form of cash, Shares or a Participant will be entitled to receive a payment from the Company in an amount combination of cash and Shares as determined by multiplying: (i) the Committee. The difference between Agreement may provide for a limitation upon the Fair Market Value amount or percentage of the total appreciation on which payment (whether in cash and/or Shares) may be made in the event of the exercise 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.
View More
Stock Appreciation Rights.
(a) Grant of 7.1 Grant. An Eligible Recipient may be granted one or more Stock Appreciation
Rights. Subject Rights under this Plan, and such Stock Appreciation Rights will be subject to
such terms and conditions, consistent with the other provisions of this Plan, as may be determined by the Committee in its sole discretion. Stock Appreciation Rights may be granted to an Eligible Recipient for services provided to a Subsidiary only if, with respect to such Eligible Recipient, the underlying share...s of Common Stock constitute "service recipient stock" within the meaning of Treas. Reg. Sec. 1.409A-1(b)(5)(iii) promulgated under the Code. 7.2 Award Agreement. Each Stock Appreciation Right will be evidenced by an Award Agreement that will specify the grant price of the Stock Appreciation Right, the term of the Stock Appreciation Right, and such other provisions as the Committee will determine which are not inconsistent with the terms and conditions of the Plan, this Plan. 7.3 Grant Price. The grant price of a Stock Appreciation Right may be granted to a Service Provider at any time and from time to time as will be determined by the Administrator, Committee, in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine discretion, at the number of Shares subject to any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise Grant Date; provided, however, that such price for the Shares that will determine the amount of the payment to may not be received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share of one share of Common Stock on the date Grant Date. 7.4 Exercisability and Duration. A Stock Appreciation Right will become exercisable at such times and in such installments as may be determined by the Committee in its sole discretion at the time of grant. In grant; provided, however, that no Stock Appreciation Right may be exercisable after ten (10) years from its Grant Date. Notwithstanding the event foregoing, if the exercise of a Stock Appreciation Right that is granted exercisable in tandem accordance with an Option, its terms is prevented by the exercise provisions of Section 17 of this Plan, the Stock Appreciation Right shall automatically result will remain exercisable until thirty (30) days after the date such exercise first would no longer be prevented by such provisions, but in any event no later than the cancellation expiration date of the Option. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of such Stock Appreciation Rights granted under the Plan. 7- (d) Right. 7.5 Manner of Exercise. A Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced exercised by an Award Agreement that will specify giving notice in the exercise price, the term same manner as for Options, as set forth in Section 6.6 of the Stock Appreciation Right, the conditions of exercise, and such this Plan, subject to any other terms and conditions consistent with the other provisions of this Plan as may be determined by the Administrator, Committee in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under discretion. 7.6 Settlement. Upon 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) (a) The difference between excess of the Fair Market Value of a Share share of Common Stock on the date of exercise over the exercise per share grant price; times (ii) by 12 (b) The number of Shares shares of Common Stock with respect to which the Stock Appreciation Right is exercised. At the discretion 7.7 Form of the Administrator, the payment upon Payment. Payment, if any, with respect to a Stock Appreciation Right exercise may settled in accordance with Section 7.6 of this Plan will be made in accordance with the terms of the applicable Award Agreement, in cash, in Shares shares of equivalent value, Common Stock or in some a combination thereof. thereof, as the Committee determines.
View More
Stock Appreciation Rights.
(a) Grant of 7.1 Grant. An Eligible Recipient may be granted one or more Stock Appreciation
Rights. Subject Rights under this Plan, and such Stock Appreciation Rights will be subject to
such terms and conditions, consistent with the other provisions of this Plan, as may be determined by the Committee in its sole discretion. Stock Appreciation Rights may be granted to an Eligible Recipient for services provided to a Subsidiary only if, with respect to such Eligible Recipient, the underlying share...s of Common Stock constitute "service recipient stock" within the meaning of Treas. Reg. Sec. 1.409A-1(b)(5)(iii) promulgated under the Code. 7.2 Award Agreement. Each Stock Appreciation Right will be evidenced by an Award Agreement that will specify the grant price of the Stock Appreciation Right, the term of the Stock Appreciation Right, and such other provisions as the Committee will determine which are not inconsistent with the terms and conditions of the Plan, this Plan. 7.3 Grant Price. The grant price of a Stock Appreciation Right may be granted to a Service Provider at any time and from time to time as will be determined by the Administrator, Committee, in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine discretion, at the number of Shares subject to any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise Grant Date; provided, however, that such price for the Shares that will determine the amount of the payment to may not be received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share of one share of Common Stock on the date Grant Date. 7.4 Exercisability and Duration. A Stock Appreciation Right will become exercisable at such times and in such installments as may be determined by the Committee in its sole discretion at the time of grant. In grant; provided, however, that no Stock Appreciation Right may be exercisable after ten (10) years from its Grant Date. Notwithstanding the event foregoing, if the exercise of a Stock Appreciation Right that is granted exercisable 13 in tandem accordance with an Option, its terms is prevented by the exercise provisions of Section 17 of this Plan, the Stock Appreciation Right shall automatically result will remain exercisable until thirty (30) days after the date such exercise first would no longer be prevented by such provisions, but in any event no later than the cancellation expiration date of the Option. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of such Stock Appreciation Rights granted under the Plan. 7- (d) Right. 7.5 Manner of Exercise. A Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced exercised by an Award Agreement that will specify giving notice in the exercise price, the term same manner as for Options, as set forth in Section 6.6 of the Stock Appreciation Right, the conditions of exercise, and such this Plan, subject to any other terms and conditions consistent with the other provisions of this Plan as may be determined by the Administrator, Committee in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under discretion. 7.6 Settlement. Upon 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) (a) The difference between excess of the Fair Market Value of a Share share of Common Stock on the date of exercise over the exercise per share grant price; times (ii) by (b) The number of Shares shares of Common Stock with respect to which the Stock Appreciation Right is exercised. At the discretion 7.7 Form of the Administrator, the payment upon Payment. Payment, if any, with respect to a Stock Appreciation Right exercise may settled in accordance with Section 7.6 of this Plan will be made in accordance with the terms of the applicable Award Agreement, in cash, in Shares shares of equivalent value, Common Stock or in some a combination thereof. thereof, as the Committee determines.
View More
Stock Appreciation Rights.
(a) Grant of 7.1 Grant. An Eligible Recipient may be granted one or more Stock Appreciation
Rights. Subject Rights under this Plan, and such Stock Appreciation Rights will be subject to
such terms and conditions, consistent with the other provisions of this Plan, as may be determined by the Committee in its sole discretion. Stock Appreciation Rights may be granted to an Eligible Recipient for services provided to a Subsidiary only if, with respect to such Eligible Recipient, the underlying share...s of Common Stock constitute "service recipient stock" within the meaning of Treas. Reg. Sec. 1.409A-1(b)(5)(iii) promulgated under the Code. 11 7.2 Award Agreement. Each Stock Appreciation Right will be evidenced by an Award Agreement that will specify the grant price of the Stock Appreciation Right, the term of the Stock Appreciation Right, and such other provisions as the Committee will determine which are not inconsistent with the terms and conditions of the Plan, this Plan. 7.3 Grant Price. The grant price of a Stock Appreciation Right may be granted to a Service Provider at any time and from time to time as will be determined by the Administrator, Committee, in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine discretion, at the number of Shares subject to any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise Grant Date; provided, however, that such price for the Shares that will determine the amount of the payment to may not be received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share of one share of Common Stock on the date Grant Date. 7.4 Exercisability and Duration. A Stock Appreciation Right will become exercisable at such times and in such installments as may be determined by the Committee in its sole discretion at the time of grant. In grant; provided, however, that no Stock Appreciation Right may be exercisable after ten (10) years from its Grant Date. Notwithstanding the event foregoing, if the exercise of a Stock Appreciation Right that is granted exercisable in tandem accordance with an Option, its terms is prevented by the exercise provisions of Section 17 of this Plan, the Stock Appreciation Right shall automatically result will remain exercisable until thirty (30) days after the date such exercise first would no longer be prevented by such provisions, but in any event no later than the cancellation expiration date of the Option. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of such Stock Appreciation Rights granted under the Plan. 7- (d) Right. 7.5 Manner of Exercise. A Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced exercised by an Award Agreement that will specify giving notice in the exercise price, the term same manner as for Options, as set forth in Section 6.6 of the Stock Appreciation Right, the conditions of exercise, and such this Plan, subject to any other terms and conditions consistent with the other provisions of this Plan as may be determined by the Administrator, Committee in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under discretion. 7.6 Settlement. Upon 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) (a) The difference between excess of the Fair Market Value of a Share share of Common Stock on the date of exercise over the exercise per share grant price; times (ii) by (b) The number of Shares shares of Common Stock with respect to which the Stock Appreciation Right is exercised. At the discretion 7.7 Form of the Administrator, the payment upon Payment. Payment, if any, with respect to a Stock Appreciation Right exercise may settled in accordance with Section 7.6 of this Plan will be made in accordance with the terms of the applicable Award Agreement, in cash, in Shares shares of equivalent value, Common Stock or in some a combination thereof. thereof, as the Committee determines.
View More
Stock Appreciation Rights.
(a) Grant of 7.1 Grant. An Eligible Recipient may be granted one or more Stock Appreciation
Rights. Subject Rights under this Plan, and such Stock Appreciation Rights will be subject to
such terms and conditions, consistent with the other provisions of this Plan, as may be determined by the Committee in its sole discretion. Stock Appreciation Rights may be granted to an Eligible Recipient for services provided to a Subsidiary only if, with respect to such Eligible Recipient, the underlying share...s of Common Stock constitute "service recipient stock" within the meaning of Treas. Reg. Sec. 1.409A-1(b)(5)(iii) promulgated under the Code. 7.2 Award Agreement. Each Stock Appreciation Right will be evidenced by an Award Agreement that will specify the grant price of the Stock Appreciation Right, the term of the Stock Appreciation Right, and such other provisions as the Committee will determine which are not inconsistent with the terms and conditions of the Plan, this Plan. 7.3 Grant Price. The grant price of a Stock Appreciation Right may be granted to a Service Provider at any time and from time to time as will be determined by the Administrator, Committee, in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine discretion, at the number of Shares subject to any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise Grant Date; provided, however, that such price for the Shares that will determine the amount of the payment to may not be received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share of one share of Common Stock on the date Grant Date. 9 7.4 Exercisability and Duration. A Stock Appreciation Right will become exercisable at such times and in such installments as may be determined by the Committee in its sole discretion at the time of grant. In grant; provided, however, that no Stock Appreciation Right may be exercisable after ten (10) years from its Grant Date. Notwithstanding the event foregoing, if the exercise of a Stock Appreciation Right that is granted exercisable in tandem accordance with an Option, its terms is prevented by the exercise provisions of Section 17 of this Plan, the Stock Appreciation Right shall automatically result will remain exercisable until thirty (30) days after the date such exercise first would no longer be prevented by such provisions, but in any event no later than the cancellation expiration date of the Option. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of such Stock Appreciation Rights granted under the Plan. 7- (d) Right. 7.5 Manner of Exercise. A Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced exercised by an Award Agreement that will specify giving notice in the exercise price, the term same manner as for Options, as set forth in Section 6.6 of the Stock Appreciation Right, the conditions of exercise, and such this Plan, subject to any other terms and conditions consistent with the other provisions of this Plan as may be determined by the Administrator, Committee in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under discretion. 7.6 Settlement. Upon 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) (a) The difference between excess of the Fair Market Value of a Share share of Common Stock on the date of exercise over the exercise per share grant price; times (ii) by (b) The number of Shares shares of Common Stock with respect to which the Stock Appreciation Right is exercised. At the discretion 7.7 Form of the Administrator, the payment upon Payment. Payment, if any, with respect to a Stock Appreciation Right exercise may settled in accordance with Section 7.6 of this Plan will be made in accordance with the terms of the applicable Award Agreement, in cash, in Shares shares of equivalent value, Common Stock or in some a combination thereof. thereof, as the Committee determines.
View More
Stock Appreciation Rights.
(a) Grant of 7.1 Grant. An Eligible Recipient may be granted one or more Stock Appreciation
Rights. Subject Rights under this Plan, and such Stock Appreciation Rights will be subject to
such terms and conditions, consistent with the other provisions of this Plan, as may be determined by the Committee in its sole discretion. Stock Appreciation Rights may be granted to an Eligible Recipient for services provided to a Subsidiary only if, with respect to such Eligible Recipient, the underlying share...s of Common Stock constitute "service recipient stock" within the meaning of Treas. Reg. Sec. 1.409A-1(b)(5)(iii) promulgated under the Code. 7.2 Award Agreement. Each Stock Appreciation Right will be evidenced by an Award Agreement that will specify the grant price of the Stock Appreciation Right, the term of the Stock Appreciation Right, and such other provisions as the Committee will determine which are not inconsistent with the terms and conditions of the Plan, this Plan. 7.3 Grant Price. The grant price of a Stock Appreciation Right may be granted to a Service Provider at any time and from time to time as will be determined by the Administrator, Committee, in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine discretion, at the number of Shares subject to any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise Grant Date; provided, however, that such price for the Shares that will determine the amount of the payment to may not be received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share of one share of Common Stock on the date Grant Date. 7.4 Exercisability and Duration. A Stock Appreciation Right will become exercisable at such times and in such installments as may be determined by the Committee in its sole discretion at the time of grant. In grant; provided, however, that no Stock Appreciation Right may be exercisable after ten (10) years from its Grant Date. Notwithstanding the event foregoing, if the exercise of a Stock Appreciation Right that is granted exercisable in tandem accordance with an Option, its terms is prevented by the exercise provisions of Section 17 of this Plan, the Stock Appreciation Right shall automatically result will remain exercisable until thirty (30) days after the date such exercise first would no longer be prevented by such provisions, but in any event no later than the cancellation expiration date of the Option. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of such Stock Appreciation Rights granted under the Plan. 7- (d) Right. 7.5 Manner of Exercise. A Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced exercised by an Award Agreement that will specify giving notice in the exercise price, the term same manner as for Options, as set forth in Section 6.6 of the Stock Appreciation Right, the conditions of exercise, and such this Plan, subject to any other terms and conditions consistent with the other provisions of this Plan as may be determined by the Administrator, Committee in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under discretion. 7.6 Settlement. Upon 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) (a) The difference between excess of the Fair Market Value of a Share share of Common Stock on the date of exercise over the exercise per share grant price; times (ii) by (b) The number of Shares shares of Common Stock with respect to which the Stock Appreciation Right is exercised. At the discretion 12 7.7 Form of the Administrator, the payment upon Payment. Payment, if any, with respect to a Stock Appreciation Right exercise may settled in accordance with Section 7.6 of this Plan will be made in accordance with the terms of the applicable Award Agreement, in cash, in Shares shares of equivalent value, Common Stock or in some a combination thereof. thereof, as the Committee determines.
View More
