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 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. Unless otherwise provided in an Award Agreement, the Administrator terms and will be no less than one hundred percent (100%) of conditions (including, without limitation, 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. Exh. B-6 (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 Progressive Care, 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, 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 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 8.1. Grant. An Eligible Recipient may be granted one or more Stock Appreciation Rights. Subject Rights under the Plan, and such Stock Appreciation Rights will be subject to the such terms and conditions conditions, consistent with the other provisions of the Plan, a Stock Appreciation Right as 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 wil...l have complete discretion to determine the number of Shares subject to any Award of A Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Right granted under the Plan shall confer on the holder thereof a right to receive upon exercise thereof the excess of (i) the Fair Market Value of one Share on the date of exercise (or, if the Committee shall so determine, at any time during a specified period before or after the date of exercise) over (ii) the grant 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 Committee, which grant price shall not be no less than one hundred percent (100%) of the Fair Market Value per of one Share on the date of grant. In the event a Stock Appreciation Right is granted in tandem with an Option, the exercise grant of the Stock Appreciation Right shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject to the provisions of the Plan, Right. The Committee will have complete the sole discretion to determine the terms and conditions form in which payment of the economic value of Stock Appreciation Rights granted under the Plan. 7- (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced made to a Participant (i.e., cash, Common Stock or any combination thereof) or to consent to or disapprove the election by an Award Agreement that will specify the exercise price, the term a Participant of the Stock Appreciation Right, the conditions form of exercise, such payment. 8.2. Exercisability and such other terms and conditions as the Administrator, in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. Duration. A Stock Appreciation Right granted under the Plan will expire upon the date become exercisable at such time and in such installments as may be determined by the Administrator, Committee in its sole discretion, and discretion at the time of grant; provided, however, that no Stock Appreciation Right may be exercisable after ten (10) years from its date of grant. A Stock Appreciation Right will be exercised by giving notice in the same manner as for Options, as 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 7.5 of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof. Plan. View More
Stock Appreciation Rights. (a) Grant of The Committee may provide Stock Appreciation Rights. Subject Rights (i) in tandem with all or part of any Option granted under the Plan or at any subsequent time during the term of such Option, (ii) in tandem with all or part of any Award (other than an Option) granted under the Plan or at any subsequent time during the term of such Award, or (iii) without regard to the any Option or other Award in each case upon such terms and conditions as the Committee may establish in its sole d...iscretion. 6.2 Terms and Conditions. Stock Appreciation Rights are subject to such terms and conditions, not inconsistent with the provisions of the Plan, a Stock Appreciation Right may be granted to a Service Provider at any time and as are determined from time to time as will be determined by the Administrator, Committee, including the following: (a) Upon the exercise of a Stock Appreciation Right, the holder has the right to receive, for each Share for which the Stock Appreciation Right is exercised, the excess of (i) the Fair Market Value of one Share on the date of exercise (or such amount less than such Fair Market Value as the Committee so determines at any time during a specified period before the date of exercise) over (ii) the grant price of the Stock Appreciation Right. (b) The Committee may determine in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the whether payment to be received upon on exercise of a Stock Appreciation Right as set forth must be made in Section 7(f) will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. In the event a Stock Appreciation Right is granted cash, in tandem with an Option, the exercise of the Stock Appreciation Right shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the whole Shares or other property, or any combination thereof. (c) The terms and conditions of Stock Appreciation Rights granted under need not be the Plan. 7- same with respect to each Participant. (d) The Committee may impose such other terms and conditions on the exercise of any Stock Appreciation Right, as it deems appropriate. A Stock Appreciation Right Agreement. Each must: (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 grant will be evidenced by granted in exchange for or in tandem with, but subsequent to, the Option (subject to the requirements of Section 409A of the Code) except in the case of Substitute Awards or in connection with an adjustment provided in Section 11.2, and (ii) have a term not greater than seven (7) years. (e) An Award Agreement may provide that will specify if on the exercise price, last day of the term of a Stock Appreciation Right the Fair Market Value of one Share exceeds the grant price per Share of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as Participant has not exercised the Administrator, in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under or the Plan will expire upon tandem Option (if applicable), and the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) relating to the maximum term also will apply to Stock Appreciation Rights. (f) Payment of Stock Appreciation Right Amount. Upon exercise of a has not expired, the Stock Appreciation Right, a Participant Right will be entitled deemed to receive a payment from have been exercised by the Participant on that day. In that event, the Company must make payment to the Participant in an amount determined accordance with this Section, reduced by multiplying: the number of Shares (or cash) required for withholding taxes; any fractional Share must be settled in cash. -7- (f) Without the approval of the Company's stockholders, other than pursuant to Section 11.2, the Committee may not (i) The difference between reduce the grant price of any Stock Appreciation Right after the date of grant, (ii) cancel any Stock Appreciation Right when the grant price per Share exceeds the Fair Market Value of one Share in exchange for cash or another Award (other than in connection with a Share on the date of exercise over the exercise price; times (ii) The number of Shares Change in Control as defined in Section 10.3), or (iii) take any other action with respect to which the a Stock Appreciation Right is exercised. At that would be treated as a repricing under the discretion rules and regulations of the Administrator, principal U.S. national securities exchange on which the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof. are traded. View More
Stock Appreciation Rights. (a) Grant of The Committee, in its discretion, may grant Stock Appreciation Rights. Subject Rights to Eligible Individuals. A Stock Appreciation Right shall entitle a Participant to receive, upon satisfaction of the conditions to payment specified in the applicable Award Document, an amount equal to the terms and conditions excess, if any, of the Plan, Fair Market Value on the exercise date of the number of Shares for which the Stock Appreciation Right is exercised over the grant price for such ...Stock Appreciation Right specified in the applicable Award Document. The grant price per share of Shares covered by a Stock Appreciation Right may shall be granted to a Service Provider fixed by the Committee at any the time and from time to time as will of grant or, alternatively, shall be determined by a method specified by the Administrator, Committee at the time of grant, but in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine no event shall the number of Shares subject to any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise grant 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 of a Share on the date of grant. In grant; provided, however, that the event grant price of a Substitute Award granted as a Stock Appreciation Rights shall be in accordance with Section 409A of the Code and may be less than one hundred percent (100%) of the Fair Market Value. Payments to a Participant upon exercise of a Stock Appreciation Right may be made in cash or Shares, having 10 an aggregate Fair Market Value as of the date of exercise equal to the excess, if any, of the Fair Market Value on the exercise date of the number of Shares for which the Stock Appreciation Right is exercised over the grant price for such Stock Appreciation Right. The term of a Stock Appreciation Right settled in Shares shall not exceed seven (7) years. (b) Stock Appreciation Rights in Tandem with Options. A Stock Appreciation Right granted in tandem with an Option may be granted either at the same time as such Option or subsequent thereto. If granted in tandem with an Option, a Stock Appreciation Right shall cover the same number of Shares as covered by the Option (or such lesser number of shares as the Committee may determine) and shall be exercisable only at such time or times and to the extent the related Option shall be exercisable, and shall have the same term as the related Option. The grant price of a Stock Appreciation Right granted in tandem with an Option shall equal the per-share exercise price of the Option to which it relates. Upon exercise of a Stock Appreciation Right granted in tandem with an Option, the exercise related Option shall be canceled automatically to the extent of the number of Shares covered by such exercise; conversely, if the related Option is exercised as to some or all of the shares covered by the tandem grant, the tandem Stock Appreciation Right shall be canceled automatically result in to the cancellation extent 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 covered by 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. Option exercise. 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. 8 7.3 Vesting of 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. 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. -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 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 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 Shares constitut...e "service recipient stock" within the meaning of Treas. Reg. Sec. 1.409A-1(b)(5)(iii) promulgated under the Code.7.2Award 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.7.3Grant 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.7.4Exercisability 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 19 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.7.5Manner 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. 7.6Settlement. 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 multiplying:(a)The excess of the Fair Market Value of a Share on the date of exercise over the exercise per Share grant price; times (ii) The by(b)The number of Shares with respect to which the Stock Appreciation Right is exercised. At the discretion exercised.7.7Form 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 4.3. 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. 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 The Committee, in its discretion, may grant Stock Appreciation Rights. Subject Rights to Eligible Individuals. A Stock Appreciation Right shall entitle a Participant to receive, upon satisfaction of the conditions to payment specified in the applicable Award Document, an amount equal to the terms and conditions excess, if any, of the Plan, Fair Market Value on the exercise date of the number of Shares for which the Stock Appreciation Right is exercised over the grant price for such ...Stock Appreciation Right specified in the applicable Award Document. The grant price per share of Shares covered by a Stock Appreciation Right may shall be granted to a Service Provider fixed by the Committee at any the time and from time to time as will of grant or, alternatively, shall be determined by a method specified by the Administrator, Committee at the time of grant, but in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine no event shall the number of Shares subject to any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise grant 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 of a Share on the date of grant. In grant; provided, however, that the event grant price of a Substitute Award granted as a Stock Appreciation Rights shall be in accordance with Section 409A of the Code and may be less than one hundred percent (100%) of the Fair Market Value. Payments to a Participant upon exercise of a Stock Appreciation Right may be made in cash or Shares, having an aggregate Fair Market Value as of the date of exercise equal to the excess, if any, of the Fair Market Value on the exercise date of the number of Shares for which the Stock Appreciation Right is exercised over the grant price for such Stock Appreciation Right. The term of a Stock Appreciation Right settled in Shares shall not exceed seven (7) years. 10 (b) Stock Appreciation Rights in Tandem with Options. A Stock Appreciation Right granted in tandem with an Option may be granted either at the same time as such Option or subsequent thereto. If granted in tandem with an Option, a Stock Appreciation Right shall cover the same number of Shares as covered by the Option (or such lesser number of shares as the Committee may determine) and shall be exercisable only at such time or times and to the extent the related Option shall be exercisable, and shall have the same term as the related Option. The grant price of a Stock Appreciation Right granted in tandem with an Option shall equal the per-share exercise price of the Option to which it relates. Upon exercise of a Stock Appreciation Right granted in tandem with an Option, the exercise related Option shall be canceled automatically to the extent of the number of Shares covered by such exercise; conversely, if the related Option is exercised as to some or all of the shares covered by the tandem grant, the tandem Stock Appreciation Right shall be canceled automatically result in to the cancellation extent 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 covered by 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. Option exercise. View More
