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 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. 7.4 Exercisability and Duration. A Stock Appreciation Right will become exercisable at such times and in such installments as may be determined by the Committee in its sole discretion at the time of grant. In grant; provided, however, that no Stock Appreciation Right may be exercisable after ten (10) years from its Grant Date. Notwithstanding the event foregoing, if the exercise of a Stock Appreciation Right that is granted exercisable in tandem accordance with an Option, its terms is prevented by the exercise provisions of Section 17 of this Plan, the Stock Appreciation Right shall automatically result will remain exercisable until thirty (30) days after the date such exercise first would no longer be prevented by such provisions, but in any event no later than the cancellation expiration date of the Option. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of such Stock Appreciation Rights granted under the Plan. 7- (d) Right. 11 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 Rights shall be subject to the terms and conditions established by the Administrator in connection with the award thereof and specified in the applicable Award Agreement; provided, however, that the exercise price per share of the Plan, Common Stock subject to a Stock Appreciation Right may shall be granted no less than 100% of the Fair Market Value per share on the date of grant and the Stock Appreciation Right shall not be exercisable after the e...xpiration of ten (10) years measured from the grant date. Subject to the provisions of Section 17, the exercise of a Stock Appreciation Right shall entitle a Participant to an amount, if any, equal to the Fair Market Value of a share of Common Stock on the date of exercise over the Stock Appreciation Right exercise price specified in the applicable Award Agreement. At the discretion of the Administrator, payments 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 Participant upon exercise of a Stock Appreciation Right as set forth may be made in Section 7(f) will shares of Common Stock, cash or a combination thereof. A Stock Appreciation Right may 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 granted alone or in addition to other Awards, or in tandem with a Stock Option. If granted in tandem with a Stock Option, a Stock Appreciation Right is granted in tandem with an Option, shall cover the exercise same number of shares of Common Stock as covered by the Stock Appreciation Right Option (or such lesser number of shares as the Administrator may determine) and shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject be exercisable only at such time or times and to the provisions of extent the Plan, will related Stock Option shall be exercisable, and shall have complete discretion to determine the terms same term 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 price as the Administrator, in its sole discretion, will determine. (e) Expiration of related 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. Option. Upon exercise of a Stock Appreciation Right, Right granted in tandem with a Participant will Stock Option, the related Stock Option shall be entitled canceled automatically to receive a payment from the Company in an amount determined by multiplying: (i) The difference between extent of the Fair Market Value of a Share on the date of exercise over the exercise price; times (ii) The number of Shares with respect shares covered by such exercise; conversely, if the related Stock Option is exercised as to which some or all of the shares covered by the tandem grant, the tandem Stock Appreciation Right is exercised. At shall be canceled automatically to the discretion extent of the Administrator, number of shares covered by the payment upon Stock Option exercised. The provisions governing the exercise of Stock Appreciation Right exercise may Rights following the cessation of the Participant's Service shall be substantially the same as set forth in cash, in Shares of equivalent value, or in some combination thereof. Section 8(d) for Stock Options granted under the Plan. View More
Stock Appreciation Rights. (a) Grant of and Exercise. The Committee may grant Stock Appreciation Rights. Subject Rights: (a) in conjunction with all or part of any Option granted under this Plan or at any subsequent time during the term of such Option; (b) in conjunction with all or part of any Award (other than an Option) granted under this Plan or at any subsequent time during the term of such Award; or (c) without regard to the any Option or other Award in each case upon such terms and conditions of as the Plan, a Comm...ittee may establish in its sole discretion. 6.2. Terms and Conditions. Stock Appreciation Right may Rights shall be granted subject to a Service Provider at any time such terms and conditions, not inconsistent with the provisions of this Plan, as shall be determined from time to time as will be determined by the Administrator, in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine Committee, including the number of Shares subject to any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise price for following: (a) Upon the Shares that will determine the amount of the payment to be received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by Right, the Administrator and will be no less than one hundred percent (100%) holder shall have the right to receive the excess of (i) the Fair Market Value per of one Share on the date of grant. In exercise (or such amount less than such Fair Market Value as the event Committee shall so determine at any time during a Stock Appreciation Right is granted in tandem with an Option, specified period before the exercise date of exercise) over (ii) the grant price of the Stock Appreciation Right shall automatically result on the date of grant, which, except in the cancellation case of Substitute Awards or in connection with an adjustment provided in Section 12.2, shall not be less than the Fair Market Value of one Share on such date of grant of the Option. Otherwise, the Administrator, subject to the Stock Appreciation Right. (b) The Committee shall determine in its sole discretion whether payment of a Stock Appreciation Right shall be made in cash, in whole Shares or other property, or any combination thereof. The provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights need not be the same with respect to each recipient. The Committee may impose such terms and conditions on Stock Appreciation Rights granted under in conjunction with any Award (other than an Option) as the Plan. 7- (d) Committee shall determine in its sole discretion. (c) Stock Appreciation Rights may be exercised by delivery to the Company of a written notice of exercise signed by the proper person or by any other form of notice (including electronic notice) approved by the Board, together with any other documents required by the Board. The Committee may impose such other terms and conditions on the exercise of any Stock Appreciation Right, as it shall deem appropriate. A Stock Appreciation Right Agreement. Each shall (i) have 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 12.2, and (ii) have a term not greater than ten (10) years. (d) Without the approval of the Company's stockholders, other than pursuant to Section 12.2, the Committee shall not: (i) reduce the grant will 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 the underlying Shares in exchange for cash or another Award (other than in connection with a Change in Control or a Substitute Award)); or (iii) take any other action with respect to a Stock Appreciation Right that would be evidenced by an treated as a repricing under the rules and regulations of the principal securities market on which the Shares are traded. (e) An Award Agreement may provide at the time of grant, in the discretion of the Committee, 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 Participant has not exercised 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 and the Stock Appreciation Right is exercised. At has not expired, the discretion of the Administrator, the payment upon Stock Appreciation Right exercise shall be deemed to have been exercised by the Participant on such day; provided, however, that this feature, to the extent contained in an Stock Appreciation Right, may only be utilized to the extent that the holder of such Stock Appreciation Right is an active Employee, Director or Consultant as of the last day of the term of such Stock Appreciation Right. In such event, the Company shall make payment to the Participant in cash, accordance with this Section, reduced by the number of Shares (or cash) required for withholding taxes; any fractional Share shall be settled in Shares of equivalent value, or in some combination thereof. cash. 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 4.3. 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. Unless otherwise provided by the Committee, no Stock Appreciation Right shall provide for vesting or exercise earlier than one year after the Date of Grant. 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 sole 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 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 -10- 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 16.5. 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. 7.4 Exercisability and Duration. A Stock Appreciation Right will become exercisable at such times and in such installments as may be determined by the Committee in its sole discretion at the time of grant. In grant; provided, however, that no Stock Appreciation Right may be exercisable after ten (10) years from its Grant Date. Notwithstanding the event foregoing, if the exercise of a Stock Appreciation Right that is granted exercisable in tandem accordance with an Option, its terms is prevented by the exercise provisions of Section 17 of this Plan, the Stock Appreciation Right shall automatically result will remain exercisable until thirty (30) days after the date such exercise first would no longer be prevented by such provisions, but in any event no later than the cancellation expiration date of the Option. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of such Stock Appreciation Rights granted under the Plan. 7- (d) Right. 7.5 Manner of Exercise. A Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced exercised by an Award Agreement that will specify giving notice in the exercise price, the term same manner as for Options, as set forth in Section 6.6 of the Stock Appreciation Right, the conditions of exercise, and such this Plan, subject to any other terms and conditions consistent with the other provisions of this Plan as may be determined by the Administrator, Committee in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under discretion. 7.6 Settlement. Upon the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) relating to the maximum term also will apply to Stock Appreciation Rights. (f) Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive a payment from the Company in an amount determined by multiplying: (i) (a) The difference between excess of the Fair Market Value of a Share 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 11 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 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. -11- 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 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 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 4.3. 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. Unless otherwise provided by the Committee, no Stock Appreciation Right shall provide for vesting or exercise earlier than one (1) year after the Date of Grant. 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 sole 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 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. -12- 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 16.5. 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 the Committee may grant to such Eligible Individuals as the Committee may determine, Stock Appreciation Right may be granted to a Service Provider at any time Rights, in such amounts and from time to time on such terms and conditions as will be determined by the Administrator, Committee shall determine in its sole and absolute discretion. (b) Number of Shares. The Administrator will have complete discretio...n 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 Each grant of a Stock Appreciation Right shall satisfy the requirements as set forth in Section 7(f) will be determined by this Section. (b) Terms and Conditions of Stock Appreciation Rights. The terms and conditions (including, without limitation, the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share limitations on the date of grant. In the event a Stock Appreciation Right is granted in tandem with an Option, the Exercise Price, exercise period, repricing and termination) of the Stock Appreciation Right shall automatically result in be substantially identical (to the cancellation extent possible taking into account the differences related to the character of the Option. Otherwise, the Administrator, subject Stock Appreciation Right) to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted that would have been applicable under Section 6 above were 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 Rights a grant of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. (e) Expiration an Option. (c) Exercise of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined Rights shall be exercised by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) relating a Participant only by written notice delivered to the maximum term also will apply to Stock Appreciation Rights. (f) Payment General Counsel of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive a payment from GEO, specifying the Company in an amount determined by multiplying: (i) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times (ii) The number of Shares shares of Common Stock with respect to which the Stock Appreciation Right is being exercised. At (d) Payment of Stock Appreciation Right. Unless otherwise provided in an Award Agreement, upon exercise of a Stock Appreciation Right, the discretion Participant or Participant's estate, devisee or heir at law (whichever is applicable) shall be entitled to receive payment, in cash, in shares of Common Stock, or in a combination thereof, as determined by the Committee in its sole and absolute discretion. The amount of such payment shall be determined by multiplying the excess, if any, of the Administrator, Fair Market Value of a share of Common Stock on the payment upon date of exercise over the Fair Market Value of a share of Common Stock on the Grant Date, by the number of shares of Common Stock with respect to which the Stock Appreciation Rights are then being exercised. Notwithstanding the foregoing, the Committee may limit in any manner the amount payable with respect to a Stock Appreciation Right exercise may be by including such limitation in cash, in Shares of equivalent value, or in some combination thereof. the Award Agreement. 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 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 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. 12 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 Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a the Committee may grant to such Eligible Individuals as the Committee may determine, Stock Appreciation Right may be granted to a Service Provider at any time Rights, in such amounts, and from time to time on such terms and conditions as will be determined by the Administrator, Committee shall determine in its sole and absolute discretion. (b) Number of Shares. The Administrator will have complete discreti...on 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 Each grant of a Stock Appreciation Right shall satisfy the requirements as set forth in Section 7(f) will be determined by this Section. (b) Terms and Conditions of Stock Appreciation Rights. The terms and conditions (including, without limitation, the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share limitations on the date of grant. In the event a Stock Appreciation Right is granted in tandem with an Option, the Exercise Price, exercise period, repricing and termination) of the Stock Appreciation Right shall automatically result in be substantially identical (to the cancellation extent possible taking into account the differences related to the character of the Option. Otherwise, the Administrator, subject Stock Appreciation Right) to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted that would have been applicable under Section 7 above were 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 Rights a grant of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. (e) Expiration an Option. (c) Exercise of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined Rights shall be exercised 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 only by written notice delivered to receive a payment from Republic, specifying the Company in an amount determined by multiplying: (i) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times (ii) The number of Shares shares of Common Stock with respect to which the Stock Appreciation Right is being exercised. At (d) Payment of Stock Appreciation Right. Upon exercise of a Stock Appreciation Right, the discretion Participant or Participant's estate, devisee or heir at law (whichever is applicable) shall be entitled to receive payment, in cash, in shares of Common Stock, or in a combination thereof, as determined by the Committee at the date of grant in its sole and absolute discretion. The amount of such payment shall be determined by multiplying the excess, if any, of the Administrator, Fair Market Value of a share of Common Stock on the payment upon date of exercise over the Fair Market Value of a share of Common Stock on the Grant Date, by the number of shares of Common Stock with respect to which the Stock Appreciation Rights are then being exercised. Notwithstanding the foregoing, the Committee may limit in any manner the amount payable with respect to a Stock Appreciation Right exercise may be by including such limitation in cash, in Shares of equivalent value, or in some combination thereof. the Award Agreement. View More
