Stock Appreciation Rights Clause Example with 504 Variations from Business Contracts
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 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. 6 (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 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. View More
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 the Plan ("Tandem Stock Appreciation Right"), (b) in conjunction with all or part of any Award (other than an Option) granted under the Plan, or (c) without regard to the any Option or other Award (a "Freestanding Stock Appreciation Right"), in each case upon such terms and conditions as the Committee may establish in 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, as shall be determined from time to time by the Committee, including the following: (a) Except in the case of Substitute Awards or in connection with an adjustment provided in Section 12.2, the grant price of a Stock Appreciation Right may shall not be granted to a Service Provider at any time and from time to time as will be determined by less than the Administrator, in its sole discretion. (b) Number Fair Market Value of Shares. The Administrator will have complete discretion to determine the number one Share on such date 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 grant of the payment to be received upon right. Upon the 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 exercise over (ii) the grant price of the right on the date of grant. In (b) Upon the event exercise of a Stock Appreciation Right is granted Right, payment shall be made in tandem with an Option, the exercise sole discretion of the Committee in (i) whole Shares, (ii) cash or (iii) a combination of (i) or (ii). 6 (c) Any Tandem Stock Appreciation Right shall automatically result in be granted at the cancellation same time as the related Option is granted. (d) Any Tandem Stock Appreciation Right related to an Option may be exercised only when the related Option would be exercisable and the Fair Market Value of the Option. Otherwise, the Administrator, Shares subject to the provisions of related Option exceeds the Plan, will have complete discretion option price at which Shares can be acquired pursuant to determine the terms and conditions of Stock Appreciation Rights granted under the Plan. 7- (d) Option. In addition, (i) if a Tandem Stock Appreciation Right Agreement. Each exists with respect to less than the full number of Shares covered by a related Option, then an exercise or termination of such Option shall not reduce the number of Shares to which the Tandem Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify applies until the exercise price, number of Shares then exercisable under such Option equals the term number of Shares to which the Tandem Stock Appreciation Right, the conditions of exercise, Right applies, and such other terms and conditions as the Administrator, in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A (ii) no Tandem Stock Appreciation Right granted under the Plan will expire upon to a person then subject to Section 16 of the date determined by Exchange Act shall be exercised during the Administrator, first six months of its term for cash, except as provided in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) relating Article 11. (e) Any Option related to a Tandem Stock Appreciation Right shall no longer be exercisable to the maximum term also will apply to extent the Tandem Stock Appreciation Rights. Right has been exercised. (f) Payment The provisions of Stock Appreciation Right Amount. Upon exercise of Rights need not be the same with respect to each recipient. (g) Subject to Section 12.2, a Freestanding Stock Appreciation Right, a Participant will be entitled to receive a payment from Right shall have the Company in same terms and conditions as Options, including (i) an amount determined by multiplying: (i) The difference between the exercise price not less than Fair Market Value of a Share on the date of exercise over grant, (ii) a term not greater than ten years, and (iii) not being exercisable before the exercise price; times (ii) The number expiration of Shares (1) one year from the date of grant to a Director or (2) three years from the date of grant to an Employee, except for grants to new hires or Substitute Awards, under circumstances contemplated by Article 11 or as may be set forth in an Award Agreement with respect to which (x) retirement, death or disability of a Participant or (y) special circumstances determined by the Committee, such as the achievement of performance objectives. Stock Appreciation Rights may vest ratably over such vesting periods in any increments, including but not limited to annual increments, quarterly increments, monthly increments, or a combination thereof. In addition to the foregoing, but subject to Section 12.2, the base amount of any Stock Appreciation Right shall not be reduced after the date of grant. (h) 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. 6.3 No Repricing. Notwithstanding anything in the Plan to the contrary, except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the terms of outstanding awards may not be amended to reduce the exercise price of outstanding Stock Appreciation Rights or cancel outstanding Stock Appreciation Rights in exchange for cash, other awards or Stock Appreciation Rights with an exercise price that is exercised. At less than the discretion exercise price of the Administrator, the payment upon original Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof. Rights without stockholder approval. View More
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. 9.2 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) 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 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. (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 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. (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 12.2, 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 11.2), or (iii) take any other action with respect to which the a Stock Appreciation Right is exercised. At that would be treated as a repricing under the discretion rules and regulations of the Administrator, principal U.S. national securities exchange on which the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof. are listed. View More
Stock Appreciation Rights. (a) Grant An Award of a Stock Appreciation Rights. Subject Right shall entitle the Participant (or a Successor or Transferee), subject to the terms and conditions determined by the Committee, to receive upon exercise of the Plan, Stock Appreciation Right all or a portion of the excess of (i) the Fair Market Value of a specified number of Shares as of the date of exercise of the Stock Appreciation Right over (ii) a specified price that shall not be less than 100% of the Fair Market Value of such ...Shares as of the date of grant of the Stock Appreciation Right. A Stock Appreciation Right may be granted to in connection with part or all of, in addition to, or completely independent of an Option or any other Award under the Plan. If issued in connection with a Service Provider at any time and from time to time as will be determined by previously or contemporaneously granted Option, the Administrator, in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise price for the Shares Committee may impose a condition that will determine the amount of the payment to be received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no less than one hundred percent (100%) cancels a pro rata portion of the Fair Market Value per Share Option with which it is connected and vice versa. Each Stock Appreciation Right may be exercisable in whole or in part on the date terms provided in the Agreement. No Stock Appreciation Right shall be exercisable at any time after the expiration of grant. In the event its Term. When a Stock Appreciation Right is granted no longer exercisable, it shall be deemed to have lapsed or terminated. Upon exercise of a Stock Appreciation Right, payment to the Participant or a Successor or Transferee shall be made at such time or times as shall be provided in tandem with an Option, the Agreement in the form of cash, Shares or a combination of cash and Shares as determined by the Committee. The Agreement may provide for a limitation upon the 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 the a Stock Appreciation Right shall automatically result in the cancellation Right. The Term 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 a Stock Appreciation Right granted under the Plan will expire upon the date shall be determined by the Administrator, Committee, 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. discretion; provided, however, that such Term shall not exceed eight (8) years. View More
Stock Appreciation Rights. (a) Grant of IN GENERAL. Stock Appreciation Rights. Subject Rights in respect of shares of Common Stock may be granted under the Plan alone, in tandem with, in addition to or independent of a Stock Option or other Award under the terms and conditions Plan. Except for Substitute Awards provided for in Section 16(b) of the Plan, a Stock Appreciation Right may be granted entitles a Participant 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 receive an 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 equal to the provisions excess 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 share of Common Stock on the date of exercise over the exercise price; times (ii) The Fair Market Value of a share of Common Stock on the Date of Grant of the Stock Appreciation Right, or such other higher price as may be set by the Committee, multiplied by the number of Shares shares of Common Stock with respect to which the Stock Appreciation Right is shall have been exercised. At (b) ELIGIBILITY AND LIMITATIONS. Any Employee or Director may be granted Stock Appreciation Rights. The Committee shall determine, in its discretion, the discretion Employees and Directors to whom Stock Appreciation Rights will be granted, the timing of such Awards and the Administrator, the payment upon number of shares of Common Stock in respect of which each Stock Appreciation Right is granted. In no event, without the approval of the Company's shareholders, shall any Stock Appreciation Right (i) be granted to a Participant in exchange for the Participant's agreement to the cancellation of one or more Stock Appreciation Rights then held by such Participant if the exercise price of the new Award is lower than the exercise price of the Award to be cancelled, (ii) be amended to reduce the exercise price, or (iii) be cancelled in exchange for another Award or a cash payment. The immediately preceding sentence is intended to prohibit the repricing of "underwater" Stock Appreciation Rights without shareholder approval and will not be construed to prohibit the adjustments provided for in Section 4(c) of the Plan. (c) TERM; EXERCISABILITY; EXERCISE; FORM OF PAYMENT. The term of each Stock Appreciation Right shall be fixed by the Committee; except that in no event shall the term of any Stock Appreciation Right exceed ten years from the Date of Grant. A Stock Appreciation Right may be exercised by a Participant at such time or times and in such manner as shall be authorized by the Committee and set forth in the related grant agreement. Except for Substitute Awards, upon a Change in Control, and in certain limited situations (including the death, disability or retirement of the Participant) as designated by the Committee in the applicable grant agreement, Stock Appreciation Rights shall be subject to a minimum vesting period of at least one (1) year measured from the Date of Grant; provided that this minimum vesting provision shall not apply to Stock Appreciation Rights that are counted against the sub-limit set forth in the last paragraph of Section 4(a) of the Plan. The Committee may provide that a Stock Appreciation Right shall be automatically exercised on one or more specified dates. No Stock Appreciation Right may be exercised unless the holder thereof is at the time of exercise an Employee or Director and has been continuously an Employee or Director since the Date of Grant, except that the Committee may 9 permit the exercise of any Stock Appreciation Right for any period following the Participant's termination of employment or service not in excess of the original term of the Stock Appreciation Right on such terms and conditions as it shall deem appropriate and specify in the related grant agreement. A Stock Appreciation Right may be exercised, in whole or in part, by giving the Company a written notice specifying the number of shares of Common Stock in respect of which the Stock Appreciation Right is to be exercised. Stock Appreciation Rights may be paid upon exercise in cash, in Shares shares of equivalent value, Common Stock, or in some any combination thereof. of cash and shares of Common Stock as determined by the Committee. With respect to any Stock Appreciation Rights granted in tandem with a Stock Option, the tandem Stock Appreciation Rights may be exercised only at a time when the related Stock Option is also exercisable and at a time when the "spread" is positive, and by surrender of the related Stock Option for cancellation. 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 conditions as set forth in Section 7(f) will be are determined by the Administrator Committee, and will be no less than one hundred percent (100%) of shall provide a Participant 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 right 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 100% of 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. 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 Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a A Stock Appreciation Right may be granted by the Committee either alone, in addition to, or in tandem with other Awards granted under the Plan. Each Stock Appreciation Right granted under the Plan shall be subject to a Service Provider at any time the following terms and from time conditions: 15 (a) Each Stock Appreciation Right shall relate to time such number of Shares as will shall be determined by the ...Administrator, in its sole discretion. Committee. (b) Number The Award Date (i.e., the date of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the payment to be received upon exercise grant) of a Stock Appreciation Right shall be the date specified by the Committee, provided that that date shall not be before the date on which the Stock Appreciation Right is actually granted. The Award Date of a Stock Appreciation Right shall not be prior to the date on which the recipient commences providing services as set forth in Section 7(f) will a Service Provider. The term of each Stock Appreciation Right shall be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on Committee, but shall not exceed ten years from the date of grant. In Each Stock Appreciation Right shall become exercisable at such time or times and in such amount or amounts during its term as shall be determined by the event Committee. Unless otherwise specified by the Committee, once a Stock Appreciation Right becomes exercisable, whether in full or in part, it shall remain so exercisable until its expiration, forfeiture, termination or cancellation. (c) A Stock Appreciation Right may be exercised, in whole or in part, by giving written notice to the Committee. As soon as practicable after receipt of the written notice, the Company shall deliver to the person exercising the Stock Appreciation Right stock certificates for the Shares to which that person is granted in tandem with an Option, entitled under Section 14(d) hereof. (d) A Stock Appreciation Right shall be exercisable for Shares only. The number of Shares issuable upon the exercise of the Stock Appreciation Right shall automatically result in be determined by dividing: (i) the cancellation number of Shares for which 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 is exercised multiplied by an Award Agreement that will specify the exercise price, the term amount of the Stock Appreciation Right, appreciation per Share (for this purpose, the conditions of exercise, and such other terms and conditions as "appreciation per Share" shall be 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 amount 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 which the Fair Market Value of a Share on the exercise date exceeds (x) in the case of exercise over a Stock Appreciation Right granted in tandem with an Option, the exercise price; times (ii) The number price or (y) in the case of Shares with respect a Stock Appreciation Right granted alone without reference to which an Option, the Fair Market Value of a Share on the Award Date of the Stock Appreciation Right is exercised. At Right); by (ii) the discretion Fair Market Value of a Share on the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof. date. View More
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) 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. 7 (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 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. (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 of the Code) except in the case of Substitute Awards or in connection with an Option, adjustment provided in Section 12.2, and (ii) have a term not greater than ten (10) years. Notwithstanding clause (ii) of the preceding sentence, in the event that on the last business day of the term of a Stock Appreciation Right (x) the exercise of the Stock Appreciation Right shall automatically result in the cancellation is prohibited by applicable law or (y) Shares may not be purchased or sold by certain employees or directors of the Option. Otherwise, the Administrator, subject Company due to the provisions "black-out period" of a Company policy or a "lock-up" agreement undertaken in connection with an issuance of securities by the Company, the term shall be extended for a period of thirty (30) days following the end of the Plan, will have complete discretion 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 12.2, 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 11.3), or (iii) take any other action with respect to which the a Stock Appreciation Right is exercised. At that would be treated as a repricing under the discretion rules and regulations of the Administrator, principal U.S. national securities exchange on which the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof. are listed. 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 100% of 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. 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 Stock Appreciation Rights. SARs. Subject to the terms and conditions of the Plan, a Stock Appreciation Right SAR may be granted to a Service Provider Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares SARs granted to any Service Provider, subject to any Award of Stock Appreciation Rights. the limits set forth in Section ...5(b). (c) Exercise Price and Other Terms. The per Share share exercise price for the Shares that will determine the amount of the payment to be received upon issued pursuant to exercise of a Stock Appreciation Right as set forth in Section 7(f) SAR will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. In the event a Stock Appreciation Right is granted in tandem with an Option, the exercise of the Stock Appreciation Right shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights SARs granted under the Plan. 7- (d) Stock Appreciation Right SAR Agreement. Each Stock Appreciation Right SAR grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, SAR, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right SARs. An SAR granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) 6(b) relating to the maximum term and Section 6(d) relating to exercise also will apply to Stock Appreciation Rights. SARs. (f) Payment of Stock Appreciation Right SAR Amount. Upon exercise of a Stock Appreciation Right, an SAR, a Participant will be entitled to receive a payment from the Company in an amount determined by multiplying: (i) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times -13- (ii) The number of Shares with respect to which the Stock Appreciation Right SAR is exercised. At the discretion of the Administrator, the payment upon Stock Appreciation Right SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof. View More
