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 Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a A Stock Appreciation Right may be granted to any Eligible Person selected by the Committee. Stock Appreciation Rights may be granted on a basis that allows for the exercise of the right by the Participant or that provides for the automatic payment of the right upon a specified date or event. 12 8.2 Base Price. The base price of a Stock Appreciation Right shall be determined by the Committee in its sole dis...cretion; provided, however, that the base price for any grant of a Stock Appreciation Right shall not be less than 100% of the Fair Market Value of a share of Common Stock on the Date of Grant, subject to adjustments as provided for under Section 4.2. 8.3 Vesting Stock Appreciation Rights. The Committee shall in its discretion prescribe the time or times at which, or the conditions upon which, a Stock Appreciation Right or portion thereof shall become vested and/or exercisable. The requirements for vesting and exercisability of a Stock Appreciation Right may be based on the Continuous Service Provider of a Participant for a specified time period (or periods) or on the attainment of a specified performance goal (or goals) established by the Committee in its discretion. The Committee may, in its discretion, accelerate the vesting or exercisability of any Stock Appreciation Right at any time time. 8.4 Term of Stock Appreciation Rights. The Committee shall in its discretion prescribe in an Award Agreement the period during which a vested Stock Appreciation Right may be exercised; provided that the maximum term of a Stock Appreciation Right shall be ten (10) years from the Date of Grant. A Stock Appreciation Right may be earlier terminated as specified by the Committee and set forth in an Award Agreement upon or following the termination of a Participant's Continuous Service for any reason, including by reason of voluntary resignation, death, Disability, termination for Cause or any other reason. Except as otherwise provided in this Section 8 or in an Award Agreement as such agreement may be amended from time to time as will upon authorization of the Committee, no Stock Appreciation Right may be determined by exercised at any time during the Administrator, term thereof unless the Participant is then in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award Continuous Service. 8.5 Payment of Stock Appreciation Rights. (c) Exercise Price Subject to such terms and Other Terms. The per Share conditions as shall be specified in an Award Agreement, a vested Stock Appreciation Right may be exercised in whole or in part at any time during the term thereof by notice in the form required by the Company and payment of any exercise price for price. 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 and payment of any applicable exercise price, a Participant shall be entitled to receive an amount determined by multiplying: (i) the Administrator and will be no less than one hundred percent (100%) excess of the Fair Market Value per Share of a share of Common Stock 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 over the cancellation base price 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 Right, by (ii) the Plan. 7- (d) number of shares as to which such Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term is exercised. Payment 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 amount determined under the Plan will expire upon the date determined immediately preceding sentence may be made, as approved by the Administrator, in its sole discretion, Committee and set forth in the Award Agreement. Notwithstanding the foregoing, the rules Agreement, in shares of Section 6(d) relating to the maximum term also will apply to Common 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 valued at their Fair Market Value of a Share on the date of exercise over the exercise price; times (ii) The number exercise, in cash, or in a combination of Shares with respect shares of Common Stock and cash, subject to which the applicable tax withholding requirements set forth in Section 17.5. If Stock Appreciation Right is exercised. At Rights are settled in shares of Common Stock, then as soon as practicable following the discretion date of settlement the Administrator, Company shall deliver to the payment Participant evidence of book entry shares of Common Stock, or upon the Participant's request, Common Stock Appreciation Right exercise may be certificates in cash, in Shares of equivalent value, or in some combination thereof. an appropriate amount. 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 to any Eligible Person selected by the Committee. Stock Appreciation Rights may be granted on a basis that allows for the exercise of the right by the Participant or that provides for the automatic payment of the right upon a specified date or event. 8.2 Base Price. The base price of a Stock Appreciation Right shall be determined by the Committee in its sole discre...tion; provided, however, that the base price for any grant of a Stock Appreciation Right shall not be less than 100% of the Fair Market Value of a share of Common Stock on the Date of Grant, subject to adjustments as provided for under Section 4.2. -13- 8.3 Vesting Stock Appreciation Rights. The Committee shall in its discretion prescribe the time or times at which, or the conditions upon which, a Stock Appreciation Right or portion thereof shall become vested and/or exercisable. The requirements for vesting and exercisability of a Stock Appreciation Right may be based on the Continuous Service Provider of a Participant for a specified time period (or periods) or on the attainment of a specified performance goal (or goals) established by the Committee in its discretion. The Committee may, in its discretion, accelerate the vesting or exercisability of any Stock Appreciation Right at any time time. 8.4 Term of Stock Appreciation Rights. The Committee shall in its discretion prescribe in an Award Agreement the period during which a vested Stock Appreciation Right may be exercised; provided that the maximum term of a Stock Appreciation Right shall be ten (10) years from the Date of Grant. A Stock Appreciation Right may be earlier terminated as specified by the Committee and set forth in an Award Agreement upon or following the termination of a Participant's Continuous Service for any reason, including by reason of voluntary resignation, death, Disability, termination for Cause or any other reason. Except as otherwise provided in this Section 8 or in an Award Agreement as such agreement may be amended from time to time as will upon authorization of the Committee, no Stock Appreciation Right may be determined by exercised at any time during the Administrator, term thereof unless the Participant is then in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award Continuous Service. 8.5 Payment of Stock Appreciation Rights. (c) Exercise Price Subject to such terms and Other Terms. The per Share conditions as shall be specified in an Award Agreement, a vested Stock Appreciation Right may be exercised in whole or in part at any time during the term thereof by notice in the form required by the Company and payment of any exercise price for price. 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 and payment of any applicable exercise price, a Participant shall be entitled to receive an amount determined by multiplying: (i) the Administrator and will be no less than one hundred percent (100%) excess of the Fair Market Value per Share of a share of Common Stock 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 over the cancellation base price 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 Right, by (ii) the Plan. 7- (d) number of shares as to which such Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term is exercised. Payment 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 amount determined under the Plan will expire upon the date determined immediately preceding sentence may be made, as approved by the Administrator, in its sole discretion, Committee and set forth in the Award Agreement. Notwithstanding the foregoing, the rules Agreement, in shares of Section 6(d) relating to the maximum term also will apply to Common 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 valued at their Fair Market Value of a Share on the date of exercise over the exercise price; times (ii) The number exercise, in cash, or in a combination of Shares with respect shares of Common Stock and cash, subject to which the applicable tax withholding requirements set forth in Section 17.5. If Stock Appreciation Right is exercised. At Rights are settled in shares of Common Stock, then as soon as practicable following the discretion date of settlement the Administrator, Company shall deliver to the payment Participant evidence of book entry shares of Common Stock, or upon the Participant's request, Common Stock Appreciation Right exercise may be certificates in cash, in Shares of equivalent value, or in some combination thereof. an appropriate amount. View More
Stock Appreciation Rights. (a) Grant of 7.1 Grant. An Eligible Recipient may be granted one or more Stock Appreciation Rights. Subject Rights under this Plan, and such Stock Appreciation Rights will be subject to such terms and conditions, consistent with the other provisions of this Plan, as may be determined by the Committee in its sole discretion. Stock Appreciation Rights may be granted to an Eligible Recipient for services provided to a Subsidiary only if, with respect to such Eligible Recipient, the underlying Share...s 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 of one Share on the date Grant Date. 10 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 16 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 on the date of exercise over the exercise per share grant price; times (ii) by (b) The number of Shares 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 of equivalent value, or in some a combination thereof. thereof, as the Committee determines. 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: (a) Each Stock Appreciation Right shall relate to time such number of Shares as will shall be determined by the Adm...inistrator, 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 Stock Appreciation Rights. Subject to the terms and conditions of the Plan, Section 4.4 above relating to Inducement Awards, a Stock Appreciation Right may be granted to any Eligible Person selected by the Committee. Stock Appreciation Rights may be granted on a basis that allows for the exercise of the right by the Participant or that provides for the automatic payment of the right upon a specified date or event. 7.2 Base Price. The base price of a Stock Appreciation Right shall be... determined by the Committee in its sole discretion; provided, however, that the base price for any grant of a Stock Appreciation Right shall not be less than 100% of the Fair Market Value of a share of Common Stock on the Date of Grant, subject to adjustments as provided for under Section 4.2. 7.3 Vesting Stock Appreciation Rights. The Committee shall in its discretion prescribe the time or times at which, or the conditions upon which, a Stock Appreciation Right or portion thereof shall become vested and/or exercisable. The requirements for vesting and exercisability of a Stock Appreciation Right may be based on the continued Service Provider of a Participant with the Company or a Subsidiary for a specified time period (or periods) or on the attainment of a specified performance goal (or goals) established by the Committee in its discretion. The Committee may, in its discretion, accelerate the vesting or exercisability of any Stock Appreciation Right at any time time. 7.4 Term of Stock Appreciation Rights. The Committee shall in its discretion prescribe in an Award Agreement the period during which a vested Stock Appreciation Right may be exercised, provided that the maximum term of a Stock Appreciation Right shall be ten (10) years from the Date of Grant. A Stock Appreciation 9. Right may be earlier terminated as specified by the Committee and set forth in an Award Agreement upon or following the termination of a Participant's Service with the Company or any Subsidiary, including by reason of voluntary resignation, death, Disability, termination for Cause or any other reason. Except as otherwise provided in this Section 7 or in an Award Agreement as such agreement may be amended from time to time as will upon authorization of the Committee, no Stock Appreciation Right may be determined by exercised at any time during the Administrator, term thereof unless the Participant is then in the Service of the Company or one of its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award Subsidiaries. 7.5 Payment of Stock Appreciation Rights. (c) Exercise Price Subject to such terms and Other Terms. The per Share conditions as shall be specified in an Award Agreement, a vested Stock Appreciation Right may be exercised in whole or in part at any time during the term thereof by notice in the form required by the Company and payment of any exercise price for price. 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 and payment of any applicable exercise price, a Participant shall be entitled to receive an amount determined by multiplying: (i) the Administrator and will be no less than one hundred percent (100%) excess of the Fair Market Value per Share of a share of Common Stock 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 over the cancellation base price 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 Right, by (ii) the Plan. 7- (d) number of shares as to which such Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term is exercised. Payment 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 amount determined under the Plan will expire upon the date determined immediately preceding sentence may be made, as approved by the Administrator, in its sole discretion, Committee and set forth in the Award Agreement. Notwithstanding the foregoing, the rules Agreement, in shares of Section 6(d) relating to the maximum term also will apply to Common 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 valued at their Fair Market Value of a Share on the date of exercise over the exercise price; times (ii) The number exercise, in cash, or in a combination of Shares with respect shares of Common Stock and cash, subject to which the applicable tax withholding requirements set forth in Section 17.5. If Stock Appreciation Right is exercised. At Rights are settled in shares of Common Stock, then as soon as practicable following the discretion date of settlement the Administrator, Company shall deliver to the payment Participant evidence of book entry shares of Common Stock, or upon the Participant's request, Common Stock Appreciation Right exercise may be certificates in cash, in Shares of equivalent value, or in some combination thereof. an appropriate amount. View More
Stock Appreciation Rights. (a) Grant of Whenever the Committee deems it appropriate, Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right Rights may be granted in connection with all or any part of an Option, either concurrently with the grant of the Option or, if the Option is a Nonstatutory Stock Option, by an amendment to a Service Provider the Option at any time thereafter during the term of the Option. Stock Appreciation Rights may be exercised in whole or in part at ...such times and under such conditions as may be specified by the Committee in the Participant's stock option Award Agreement. The following provisions apply to all Stock Appreciation Rights that are granted in connection with Options: (i) Stock Appreciation Rights shall entitle the Participant, upon exercise of all or any part of the Stock Appreciation Rights, to surrender to the Company unexercised that portion of the underlying Option relating to the same number of shares of Company Stock as is covered by the Stock Appreciation Rights (or the portion of the Stock Appreciation Rights so exercised) and to receive in exchange from time the Company an amount equal to time as the excess of (x) the Fair Market Value on the date of exercise of the Company Stock covered by the surrendered portion of the underlying Option over (y) the exercise price of the Company Stock covered by the surrendered portion of the underlying Option, which shall be no less than 100% of Fair Market Value of the covered Company Stock on the Date of Grant. The Committee may limit the amount that the Participant will be determined by entitled to receive upon exercise of 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 Right. (ii) Upon the Shares that will determine the amount of the payment to be received upon exercise of a Stock Appreciation Right as set forth and surrender of the related portion of the underlying Option, the Option, to the extent surrendered, shall not thereafter be exercisable. (iii) The Committee may, in Section 7(f) will its discretion, grant Stock Appreciation Rights in connection with Options which by their terms become fully exercisable upon a Change of Control, which Stock Appreciation Rights shall only be determined by exercisable following a Change of Control. The underlying Option may provide that such Stock Appreciation Rights shall be payable solely in cash. The terms of the Administrator and will underlying Option shall provide that the value of the Company Stock shall be no less than one hundred percent (100%) of calculated based on the Fair Market Value per Share of the Company Stock on the day of exercise. (iv) Subject to any further conditions upon exercise imposed by the Committee, a Stock Appreciation Right shall be exercisable only to the extent that the related Option is exercisable, and shall expire no later than the date on which the related Option expires. (v) A Stock Appreciation Right may only be exercised at a time when the Fair Market Value of the Company Stock covered by the Stock Appreciation Right exceeds the exercise price of the Company Stock covered by the underlying Option. (b) Whenever the Committee deems it appropriate, Stock Appreciation Rights may be granted without related Options. The terms and conditions of the award shall be set forth in a Stock Appreciation Rights Award Agreement between the Company and the Participant in written or electronic form and may include performance-based vesting conditions, as the Committee deems appropriate. The following provisions apply to all Stock Appreciation Rights that are granted without related Options: (i) 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 grant. In exercise of the event a Company Stock covered by the surrendered Stock Appreciation Right is granted in tandem with an Option, Rights over (y) the Fair Market Value on the Date of Grant of the Company Stock covered by the Stock Appreciation Rights. The Committee may limit the amount that the Participant may be entitled to receive upon exercise of the Stock Appreciation Right shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Right. (ii) Stock Appreciation Rights granted under shall be exercisable, in whole or in part, at such times as the Plan. 7- (d) Committee shall specify in the Participant's Stock Appreciation Right Rights Award Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify (c) The manner in which 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 Company's obligation arising 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 Right shall be entitled to receive a payment from the Company in an amount paid shall be determined by multiplying: (i) the Committee and shall be set forth in the Participant's stock option Award Agreement (if the Stock Appreciation Rights are related to an Option) or Stock Appreciation Rights Award Agreement. The difference between Committee may provide for payment in Company Stock or cash, or a fixed combination of Company Stock or cash, or the Fair Market Value Committee may reserve the right to determine the manner of a Share on payment at 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. 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 seven (7) years. View More
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 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 subject Stock Appreciation Rights granted to any Award of Stock Appreciation Rights. Participant. (c) Exercise Price and Other Term...s. 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- Plan, provided, however, that the exercise price will be not less than 100% of the Fair Market Value of a Share on the date of grant. (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. Agreement; provided, however, that the term will be no more than ten (10) years from the date of grant thereof. 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. -9- 8. Restricted Stock. (a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine. (b) Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, Shares of Restricted Stock will be held by the Company as escrow agent until the restrictions on such Shares have lapsed. (c) Transferability. Except as provided in this Section 8, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction. (d) Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate. (e) Removal of Restrictions. Except as otherwise provided in this Section 8, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed, upon such terms and conditions as the administrator may determine. (f) Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. (g) Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares unless otherwise provided in the Award Agreement. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid. (h) Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan. View More
Stock Appreciation Rights. (a) Grant of 7.1 Grant. An Eligible Recipient may be granted one or more Stock Appreciation Rights. Subject Rights under this Plan, and such Stock Appreciation Rights will be subject to such terms and conditions, consistent with the other provisions of this Plan, as may be determined by the Committee in its sole discretion. Stock Appreciation Rights may be granted to an Eligible Recipient for services provided to a Subsidiary only if, with respect to such Eligible Recipient, the underlying share...s of Common Stock constitute "service recipient stock" within the meaning of Treas. Reg. Section 1.409A-1(b)(5)(iii). 6 7.2 Incentive Award Agreement. Each Stock Appreciation Right will be evidenced by an Incentive 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 maybe 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 15, 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 of the Stock Appreciation Right, the conditions of exercise, and such same manner as for Options, as set forth in Section 6.6, 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) The difference between (a)The 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) The 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 will be made in accordance with the terms of the applicable Incentive Award Agreement, in cash, in Shares shares of equivalent value, Common Stock or in some a combination thereof. thereof, as the Committee determines. View More
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a A Stock Appreciation Right may be granted to any Eligible Person selected by the Committee. Stock Appreciation Rights may be granted on a basis that allows for the exercise of the right by the Participant or that provides for the automatic payment of the right upon a specified date or event. 7.2 Base Price. The base price of a Stock Appreciation Right shall be determined by the Committee in its sole discre...tion; provided, however, that the base price for any grant of a Stock Appreciation Right shall not be less than 100% of the Fair Market Value of a share of Common Stock on the Date of Grant, subject to adjustments as provided for under Section 4.2. 7.3 Vesting Stock Appreciation Rights. The Committee shall in its discretion prescribe the time or times at which, or the conditions upon which, a Stock Appreciation Right or portion thereof shall become vested and/or exercisable. The requirements for vesting and exercisability of a Stock Appreciation Right may be based on the Continuous Service Provider of a Participant for a specified time period (or periods) or on the attainment of a specified performance goal (or goals) established by the Committee in its discretion. The Committee may, in its discretion, accelerate the vesting or exercisability of any Stock Appreciation Right at any time time. -13- 7.4 Term of Stock Appreciation Rights. The Committee shall in its discretion prescribe in an Award Agreement the period during which a vested Stock Appreciation Right may be exercised, provided that the maximum term of a Stock Appreciation Right shall be ten (10) years from the Date of Grant. A Stock Appreciation Right may be earlier terminated as specified by the Committee and set forth in an Award Agreement upon or following the termination of a Participant's Continuous Service for any reason, including by reason of voluntary resignation, death, Disability, termination for Cause or any other reason. Except as otherwise provided in this Section 7 or in an Award Agreement as such agreement may be amended from time to time as will upon authorization of the Committee, no Stock Appreciation Right may be determined by exercised at any time during the Administrator, term thereof unless the Participant is then in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award Continuous Service. 7.5 Payment of Stock Appreciation Rights. (c) Exercise Price Subject to such terms and Other Terms. The per Share conditions as shall be specified in an Award Agreement, a vested Stock Appreciation Right may be exercised in whole or in part at any time during the term thereof by notice in the form required by the Company and payment of any exercise price for price. 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 and payment of any applicable exercise price, a Participant shall be entitled to receive an amount determined by multiplying: (i) the Administrator and will be no less than one hundred percent (100%) excess of the Fair Market Value per Share of a share of Common Stock 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 over the cancellation base price 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 Right, by (ii) the Plan. 7- (d) number of shares as to which such Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term is exercised. Payment 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 amount determined under the Plan will expire upon the date determined immediately preceding sentence may be made, as approved by the Administrator, in its sole discretion, Committee and set forth in the Award Agreement. Notwithstanding the foregoing, the rules Agreement, in shares of Section 6(d) relating to the maximum term also will apply to Common 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 valued at their Fair Market Value of a Share on the date of exercise over the exercise price; times (ii) The number exercise, in cash, or in a combination of Shares with respect shares of Common Stock and cash, subject to which the applicable tax withholding requirements set forth in Section 17.5. If Stock Appreciation Right is exercised. At Rights are settled in shares of Common Stock, then as soon as practicable following the discretion date of settlement the Administrator, Company shall deliver to the payment Participant evidence of book entry shares of Common Stock, or upon the Participant's request, Common Stock Appreciation Right exercise may be certificates in cash, in Shares of equivalent value, or in some combination thereof. an appropriate amount. View More
