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 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. 11 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.
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Stock Appreciation Rights.
(a) Grant of Stock Appreciation Rights. Subject to the terms
and conditions of the Plan,
the Committee may grant stock appreciation rights to Participants either in conjunction with, or independently of, any stock options granted under the Plan. A stock appreciation right granted in conjunction with a
Stock Appreciation Right stock option 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, alternative right wherein the exercise of the Stock Appreciation Right shall automatically result in stock option terminates the cancellation stock appreciation right to the extent of the Option. Otherwise, number of shares purchased upon exercise of the Administrator, subject stock option and, correspondingly, the exercise of the stock appreciation right terminates the stock option to the provisions extent 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 shares with respect to which the Stock Appreciation Right stock appreciation right is exercised. At Alternatively, a stock appreciation right granted in conjunction with a stock option may be an additional right wherein both the discretion stock appreciation right and the stock option may be exercised. A stock appreciation right may not be granted in conjunction with an Incentive Option under circumstances in which the exercise of the Administrator, stock appreciation right affects the payment upon Stock Appreciation Right right to exercise the Incentive Option or vice versa, unless the stock appreciation right, by its terms, meets all of the following requirements: (a) the stock appreciation right will expire no later than the Incentive Option; (b) the stock appreciation right may be for no more than the difference between the option price of the Incentive Option and the fair market value of the shares subject to the Incentive Option at the time the stock appreciation right is exercised; (c) the stock appreciation right is transferable only when the Incentive Option is transferable, and under the same conditions; (d) the stock appreciation right may be exercised only when the Incentive Option is eligible to be exercised; and (e) the stock appreciation right may be exercised only when the fair market value of the shares subject to the Incentive Option exceeds the option price of the Incentive Option. Upon exercise of a stock appreciation right, a Participant shall be entitled to receive, without payment to the Corporation (except for applicable withholding taxes), an amount equal to the excess of or, in the Discretion of the Committee, a portion of the excess of (i) the then aggregate fair market value of the number of shares with respect to which the Participant exercises the stock appreciation right, over (ii) the aggregate fair market value of such number of shares at the time the stock appreciation right was granted. This amount shall be payable by the Corporation, in the Discretion of the Committee, in cash, in Shares shares of equivalent value, Common Stock of the Corporation, in other property or in some any combination thereof.
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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. 11 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.
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Stock Appreciation Rights.
(a) Grant of The Committee may grant Stock Appreciation
Rights. Subject Rights (a) in tandem with all or part of any Option granted under the Plan or at any subsequent time during the term of such Option, (b) in tandem with all or part of any Award (other than an Option) granted under the Plan or at any subsequent time during the term of such Award, or (c) without regard to
the any Option or other Award in each case upon such terms and conditions
as the Committee may establish in its sole discre...tion. 6.2 Terms and Conditions. Stock Appreciation Rights shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, a Stock Appreciation Right may as shall be granted to a Service Provider at any time and determined from time to time as will be determined by the Administrator, Committee, including the following: (a) Upon the exercise of a Stock Appreciation Right, the holder shall have the right to receive the excess of (i) the Fair Market Value of one Share on the date of exercise (or such amount less than such Fair Market Value as the Committee shall so determine at any time during a specified period before the date of exercise) over (ii) the grant price of the Stock Appreciation Right. (b) The Committee shall determine in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the whether payment to be received upon on exercise of a Stock Appreciation Right shall be made in cash, in whole Shares or other property, or any combination thereof. (c) The terms and conditions of Stock Appreciation Rights need not be the same with respect to each recipient. (d) The Committee may impose such other terms and conditions on the exercise of any Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no it shall deem appropriate. A Stock Appreciation Right shall (i) have a grant price per Share of not less than one hundred percent (100%) of the Fair Market Value per of one Share on the date of grant. In grant or, if applicable, on the event date of grant of an Option with respect to a Stock Appreciation Right is granted in exchange for or in tandem with, but subsequent to, the Option (subject to the requirements of Section 409A of the Code) except in the case of Substitute Awards or in connection with an Option, adjustment provided in Section 12.2, and (ii) have a term not greater than ten (10) years, except in the event of death or disability. Notwithstanding clause (ii) of the preceding sentence, in the event that on the last business day of the term of a Stock Appreciation Right (x) the exercise of the Stock Appreciation Right shall automatically result in the cancellation is prohibited by applicable law or (y) Shares may not be purchased or sold by certain employees or directors of the Option. Otherwise, the Administrator, subject 8 Company due to the provisions "black-out period" of a Company policy or a "lock-up" agreement undertaken in connection with an issuance of securities by the Company, the term shall be extended for a period of thirty (30) days following the end of the Plan, will have complete discretion to determine legal prohibition, black-out period or lock-up agreement. (e) An Award Agreement may provide that if on the terms and conditions last day of Stock Appreciation Rights granted under the Plan. 7- (d) term of a Stock Appreciation Right Agreement. Each Stock Appreciation Right the Fair Market Value of one Share exceeds the grant will be evidenced by an Award Agreement that will specify the exercise price, the term price per Share 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 has not exercised the Stock Appreciation Right is exercised. At or the discretion of tandem Option (if applicable), and the Administrator, the payment upon Stock Appreciation Right exercise may has not expired, the Stock Appreciation Right shall be deemed to have been exercised by the Participant on such day. In such event, the Company shall make payment to the Participant in cash, accordance with this Section, reduced by the number of Shares (or cash) required for withholding taxes; provided, however, any fractional Share shall be settled in cash. (f) Without the approval of the Company's stockholders, other than pursuant to Section 12.2, the Committee shall not (i) reduce the grant price of any Stock Appreciation Right after the date of grant, (ii) cancel any Stock Appreciation Right in exchange for cash or another Award (other than in connection with a Change in Control as defined in Section 11.3), or (iii) take any other action with respect to a Stock Appreciation Right that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares of equivalent value, or in some combination thereof. are traded.
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Stock Appreciation Rights.
(a) Grant of The Committee may grant Stock Appreciation
Rights. Subject Rights (a) in tandem with all or part of any Option granted under the Plan or at any subsequent time during the term of such Option, (b) in tandem with all or part of any Award (other than an Option) granted under the Plan or at any subsequent time during the term of such Award, or (c) without regard to
the any Option or other Award in each case upon such terms and conditions
as the Committee may establish in its sole discre...tion. 6.2 Terms and Conditions. Stock Appreciation Rights shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, a Stock Appreciation Right may as shall be granted to a Service Provider at any time and determined from time to time as will be determined by the Administrator, Committee, including the following: (a) Upon the exercise of a Stock Appreciation Right, the holder shall have the right to receive the excess of (i) the Fair Market Value of one Share on the date of exercise (or such amount less than such Fair Market Value as the Committee shall so determine at any time during a specified period before the date of exercise) over (ii) the grant price of the Stock Appreciation Right. (b) The Committee shall determine in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the whether payment to be received upon on exercise of a Stock Appreciation Right shall be made in cash, in whole Shares or other property, or any combination thereof. (c) The terms and conditions of Stock Appreciation Rights need not be the same with respect to each recipient. (d) The Committee may impose such other terms and conditions on the exercise of any Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no it shall deem appropriate. A Stock Appreciation Right shall (i) have a grant price per Share of not less than one hundred percent (100%) of the Fair Market Value per of one Share on the date of grant. In grant or, if applicable, on the event date of grant of an Option with respect to a Stock Appreciation Right is granted in exchange for or in tandem with, but subsequent to, the Option (subject to the requirements of Section 409A of the Code) except in the case of Substitute Awards or in connection with an Option, adjustment provided in Section 12.2, and (ii) have a term not greater than ten (10) years, except in the event of death or disability. Notwithstanding clause (ii) of the preceding sentence, in the event that on the last business day of the term of a Stock Appreciation Right (x) the exercise of the Stock Appreciation Right shall automatically result in the cancellation is prohibited by applicable law or (y) Shares may not be purchased or sold by certain employees or directors of the Option. Otherwise, the Administrator, subject Company due to the provisions "black-out period" of a Company policy or a "lock-up" agreement undertaken in connection with an issuance of securities by the Company, the term shall be extended for a period of thirty (30) days following the end of the Plan, will have complete discretion to determine legal prohibition, black-out period or lock-up agreement. (e) An Award Agreement may provide that if on the terms and conditions last day of Stock Appreciation Rights granted under the Plan. 7- (d) term of a Stock Appreciation Right Agreement. Each Stock Appreciation Right the Fair Market Value of one Share exceeds the grant will be evidenced by an Award Agreement that will specify the exercise price, the term price per Share 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 has not exercised the Stock Appreciation Right is exercised. At or the discretion of tandem Option (if applicable), and the Administrator, the payment upon Stock Appreciation Right exercise may has not expired, the Stock Appreciation Right shall be deemed to have been exercised by the Participant on such day. In such event, the Company shall make payment to the Participant in cash, accordance with this Section, reduced by the number of Shares (or cash) required for withholding taxes; provided, however, any fractional Share shall be settled in cash. (f) Without the approval of the Company's stockholders, other than pursuant to Section 12.2, the Committee shall not (i) reduce the grant price of any Stock Appreciation Right after the date of grant, (ii) cancel any Stock Appreciation Right in exchange for cash or another Award (other than in connection with a Change in Control as defined in Section 11.3), or (iii) take any other action with respect to a Stock Appreciation Right that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares of equivalent value, or in some combination thereof. are traded.
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Stock Appreciation Rights.
(a) Grant of The Committee may grant Stock Appreciation
Rights. Subject Rights (a) in tandem with all or part of any Option granted under the Plan or at any subsequent time during the term of such Option, (b) in tandem with all or part of any Award (other than an Option) granted under the Plan or at any subsequent time during the term of such Award, or (c) without regard to
the any Option or other Award in each case upon such terms and conditions
as the Committee may establish in its sole discre...tion consistent with the provisions of this Section 6. 6.2Terms and Conditions. Stock Appreciation Rights shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, a Stock Appreciation Right may as shall be granted to a Service Provider at any time and determined from time to time as will be determined by the Administrator, Committee, including the following: (a)Subject to compliance with the Vesting Period requirements, when Stock Appreciation Rights vest and become exercisable. (b)Upon the exercise of a Stock Appreciation Right, the holder shall have the right to receive the excess of (i) the Fair Market Value of one Share on the date of exercise (or such amount less than such Fair Market Value as the Committee shall so determine at any time during a specified period before the date of exercise) over (ii) the grant price of the Stock Appreciation Right. (c)The Committee shall determine in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any in an 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 Agreement whether payment to be received upon on exercise of a Stock Appreciation Right shall be made in cash, in whole Shares or other property, or any combination thereof. (d)The terms and conditions of Stock Appreciation Rights need not be the same with respect to each recipient. (e)The Committee may impose such other terms and conditions on the exercise of any Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no it shall deem appropriate. A Stock Appreciation Right shall (i) have a grant price per Share of not less than one hundred percent (100%) of the Fair Market Value per of one Share on the date of grant. In grant or, if applicable, on the event date of grant of an Option with respect to a Stock Appreciation Right is granted in exchange for or in tandem with, but subsequent to, the Option (subject to the requirements of Section 409A) except in the case of Substitute Awards or in connection with an Option, adjustment provided in Section 13.2, and (ii) have a term not greater than ten (10) years. Notwithstanding clause (ii) of the preceding sentence, in the event that on the last business day of the term of a Stock Appreciation Right (x) the exercise of the Stock Appreciation Right shall automatically result in the cancellation is prohibited by applicable law or (y) Shares may not be purchased or sold by certain employees or directors of the Option. Otherwise, the Administrator, subject Company due to the provisions "black-out period" of a Company policy or a "lock-up" agreement undertaken in connection with an issuance of securities by the Company, the term shall be extended for a period of thirty (30) days following the end of the Plan, will have complete discretion to determine legal prohibition, black-out period or lock-up agreement. (f)An Award Agreement may provide that if on the terms and conditions last day of Stock Appreciation Rights granted under the Plan. 7- (d) term of a Stock Appreciation Right Agreement. Each Stock Appreciation Right the Fair Market Value of one Share exceeds the grant will be evidenced by an Award Agreement that will specify the exercise price, the term price per Share of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as Participant has not exercised the Administrator, in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under or the Plan will expire upon tandem Option (if applicable), and 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 has not otherwise expired, the Stock Appreciation Right, a Right shall be deemed to have been exercised by the Participant will be entitled to receive a payment from on such day. In such event, the Company shall make payment to the Participant in an amount determined accordance with this Section, reduced by multiplying: the number of Shares (or cash) required for withholding taxes; any fractional Share shall be settled in cash. (g)Without the approval of the Company's stockholders, other than pursuant to Section 13.2, the Committee shall not (i) The difference between reduce the grant price of any Stock Appreciation Right after the date of grant, (ii) cancel any Stock Appreciation Right when the grant price per Share exceeds the Fair Market Value of one Share in exchange for cash or another Award (other than in connection with a Share on the date of exercise over the exercise price; times (ii) The number of Shares Change in Control as defined in Section 12.3), or (iii) take any other action with respect to which the a Stock Appreciation Right is exercised. At that would be treated as a repricing under the discretion rules and regulations of the Administrator, principal United States national securities exchange on which the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof. are listed.
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Stock Appreciation Rights.
(a) Grant of The Committee may provide Stock Appreciation
Rights. Subject Rights (a) in conjunction with all or part of any Option granted under this Plan or at any subsequent time during the term of such Option, (b) in conjunction with all or part of any Award (other than an Option) granted under this Plan or at any subsequent time during the term of such Award, or (c) without regard to
the any Option or other Award in each case upon such terms and conditions
of as the
Plan, a Committee may est...ablish in its sole discretion. 6.2 Terms and Conditions. Stock Appreciation Right may Rights shall be granted subject to a Service Provider at any time such terms and conditions, not inconsistent with the provisions of this Plan, as shall be determined from time to time as will be determined by the Administrator, in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine Committee, including the number of Shares subject to any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise price for following: (a) Upon the Shares that will determine the amount of the payment to be received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by Right, the Administrator and will be no less than one hundred percent (100%) holder shall have the right to receive the excess of (i) the Fair Market Value per of one Share on the date of grant. In exercise (or such amount less than such Fair Market Value as the event Committee shall so determine at any time during a specified period before the date of exercise) over (ii) the grant price of the Stock Appreciation Right on the date of grant, which, except in the case of Substitute Awards or in connection with an adjustment provided in Section 12.2, shall not be less than the Fair Market Value of one Share on such date of grant of the Stock Appreciation Right. (b) The Committee shall determine in its sole discretion whether payment of a Stock Appreciation Right is shall be made in cash, in whole Shares or other property, or any combination thereof. (c) The provisions of Stock Appreciation Rights need not be the same with respect to each recipient. (d) The Committee may impose such other conditions or restrictions on the terms of exercise and the grant price of any Stock Appreciation Right, as it shall deem appropriate. A Stock Appreciation Right shall have (i) a grant price not less than Fair Market Value on the date of grant (subject to the requirements of Section 409A of the Code with respect to a Stock Appreciation Right granted in tandem with conjunction with, but subsequent to, an Option, Option), and (ii) a term not greater than ten (10) years except in the event of death or disability. Notwithstanding clause (ii) of the preceding sentence, in the event that on the last business day of the term of a Stock Appreciation Right granted under this Plan (x) the exercise of the Stock Appreciation Right shall automatically result in the cancellation is prohibited by applicable law or (y) Shares may not be purchased or sold by certain employees or directors of the Option. Otherwise, the Administrator, subject Company due to the provisions "black-out period" of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan. 7- (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, a Company insider trading policy, the term of the Stock Appreciation Right, Right shall be extended for a period of thirty (30) days following the conditions end of exercise, and such the legal prohibition or black-out period, as applicable. 6 (e) Without the approval of the Company's stockholders, other terms and conditions as than pursuant to Section 12.2, the Administrator, in its sole discretion, will determine. (e) Expiration Committee shall not (i) reduce the grant price of Stock Appreciation Rights. A any Stock Appreciation Right granted under the Plan will expire upon after the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) relating to the maximum term also will apply to Stock Appreciation Rights. (f) Payment of grant (ii) cancel any Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive a payment from when the Company in an amount determined by multiplying: (i) The difference between grant price per Share exceeds the Fair Market Value of the underlying Shares in exchange for cash or another Award (other than in connection with a Share on the date of exercise over the exercise price; times (ii) The number of Shares Change in Control or a Substitute Award)), or (iii) take any other action with respect to a Stock Appreciation Right that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares are traded. (f) The Committee may impose such terms and conditions on Stock Appreciation Rights granted in conjunction with any Award (other than an Option) as the Committee shall determine in its sole discretion. (g) Notwithstanding the foregoing, An Award Agreement may provide that if on the last day of the term of a Stock Appreciation Right the Fair Market Value of one Share exceeds the grant price per Share of the Stock Appreciation Right, the Participant has not exercised the Stock Appreciation Right is exercised. At or the discretion of tandem Option (if applicable), and the Administrator, the payment upon Stock Appreciation Right exercise may has not otherwise expired, the Stock Appreciation Right shall be deemed to have been exercised by the Participant on such day. In such event, the Company shall make payment to the Participant in cash, accordance with this Section, reduced by the number of Shares (or cash) required for withholding taxes; any fractional Share shall be settled in Shares of equivalent value, or in some combination thereof. cash.
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Stock Appreciation Rights.
(a) Grant
of and Exercise. The Committee may provide Stock Appreciation
Rights. Subject Rights (a) in tandem with all or part of any Option granted under the Plan or at any subsequent time during the term of such Option, (b) in tandem with all or part of any Award (other than an Option) granted under the Plan or at any subsequent time during the term of such Award, or (c) without regard to
the any Option or other Award, in each case upon such terms and conditions
as the Committee may establish i...n its sole discretion. 6.2. Terms and Conditions. Stock Appreciation Rights shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, a Stock Appreciation Right may as shall be granted to a Service Provider at any time and determined from time to time as will be determined by the Administrator, Committee, including the following: (a) Upon the exercise of a Stock Appreciation Right, the holder shall have the right to receive the excess of (i) the Fair Market Value of one Share on the date of exercise (or such amount less than such Fair Market Value as the Committee shall so determine at any time during a specified period before the date of exercise) over (ii) the grant price of the Stock Appreciation Right. (b) The Committee shall determine in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine whether payment upon 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 shall be made 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 cash, 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 whole Shares or other property, or any combination thereof. (c) The terms and conditions of Stock Appreciation Rights granted under need not be the Plan. 7- same with respect to each recipient. (d) The Committee may impose such other conditions on the exercise of any Stock Appreciation Right, as it shall deem appropriate. A Stock Appreciation Right Agreement. Each shall have (i) a grant price per Share of not less than the Fair Market Value of one Share on the date of grant or, if applicable, on the date of grant of an Option with respect to a Stock Appreciation Right granted in exchange for or in tandem with, but subsequent to, the Option (subject to the requirements of Section 409A of the Code), except in the case of Substitute Awards or in connection with an adjustment provided in Section 11.2 and (ii) a term not greater than ten (10) years. In addition to the foregoing, but subject to Section 11.2, the Committee shall not without the approval of the Company's shareholders (x) lower the grant will price per Share of any Stock Appreciation Right after it is granted, (y) cancel any Stock Appreciation Right when the grant price per Share exceeds the Fair Market Value of the underlying Shares in exchange for cash or another Award (other than in connection with a Change in Control as defined in Section 10.3 or Substitute Awards), and (z) take any other action with respect to any Stock Appreciation Right that would be evidenced by an treated as a repricing under the rules and regulations of the NASDAQ Stock Market (or such other principal U.S. national securities exchange on which the Shares are traded). (e) In no event may any Stock Appreciation Right granted hereunder be exercised for a fraction of a Share. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuance. (f) An Award Agreement may provide that will specify if on the exercise price, last day of the term of a Stock Appreciation Right the Fair Market Value of one Share exceeds the grant price per Share 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 has not exercised the Stock Appreciation Right is exercised. At or the discretion of tandem Option (if applicable), and the Administrator, the payment upon Stock Appreciation Right exercise may has not expired, the Stock Appreciation Right shall be 8 deemed to have been exercised by the Participant on such day. In such event, the Company shall make payment to the Participant in cash, accordance with this Section, reduced by the number of Shares (or cash) required for withholding taxes (subject to Section 12.1); any fractional Share shall be settled in Shares of equivalent value, or in some combination thereof. cash.
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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 5, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. 5.1 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. 5.2 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. 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. 5.3 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. 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 cash. 6 5.4 Exercise Price The exercise over the exercise price; times (ii) The number price of Shares with respect to which the a Stock Appreciation Right is exercised. At shall be determined by the discretion Committee, but shall not be less than 100% of the Administrator, Fair Market Value of one share of Common Stock on the payment upon Grant Date of such 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 Stock Appreciation Rights.
Subject Whenever the Committee deems it appropriate to grant Stock Appreciation Rights, the Company shall provide an Award Agreement 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 Participant stating the number of
Sha...res subject shares for which Stock Appreciation Rights are granted, the exercise price per share, and the conditions to which the grant and exercise of the Stock Appreciation Rights are subject, including whether vesting will be contingent on the achievement of any Award Performance Goals, as the Committee acting in its complete discretion deems consistent with the terms of the Plan. (b) Calculation of Value. Stock Appreciation Rights shall entitle the Participant, upon the exercise of all or any part of the Stock Appreciation Rights, to receive from the Company an amount equal to the excess of (x) the Fair Market Value on the date of exercise of the Company Stock covered by the surrendered Stock Appreciation Rights over (y) the Fair Market Value on the Date of Grant of the Company Stock covered by the Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise price for the Shares that will determine Committee may limit the amount that the Participant may be entitled to receive upon exercise of the payment to Stock Appreciation Right. (c) Exercise. Stock Appreciation Rights shall be received exercisable, in whole or in part, at such times as the Committee shall specify in the Participant's Stock Appreciation Rights Award Agreement. (d) Settlement. The manner in which the Company's obligation arising upon the exercise of a Stock Appreciation Right as set forth in Section 7(f) will shall be paid shall be determined by the Administrator Committee and will shall 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 Committee may provide for payment in Company Stock or cash, or a fixed combination of Company Stock or cash, or the foregoing, Committee may reserve the rules right to determine the manner of Section 6(d) relating to payment at 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 time the Stock Appreciation Right is exercised. At Shares of Company Stock issued upon the discretion exercise of the Administrator, the payment upon a Stock Appreciation Right exercise may shall be in cash, in Shares valued at their Fair Market Value on the date of equivalent value, or in some combination thereof. exercise.
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