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 The Committee is authorized to 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 of Common Stock for which the Stock Appreciation Right is exercised, over the exercise pr...ice for such Stock Appreciation Right specified in the applicable Award Document. The exercise price per share of Common Stock 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 shall be determined by a method specified by the Administrator, Committee at the time of grant, but in its sole discretion. (b) Number no event shall the exercise price of Shares. The Administrator will 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 Share exercise price for the Shares that will determine the amount Right be less than 100% of the payment Fair Market Value of a share of Common Stock on the date of grant. At the sole discretion of the Committee, payments to be received a Participant upon exercise of a Stock Appreciation Right may be made in cash or shares of Common Stock, or in a combination of cash and shares of Common Stock, having an aggregate Fair Market Value as of the date of exercise equal to such cash amount. A Stock Appreciation Right shall be effective for such term as shall be determined by the Committee and as set forth in Section 7(f) will be determined the Award Document relating to such Stock Appreciation Right, and the Committee may extend the term of a Stock Appreciation Right after the time of grant; provided, however, that the term of a Stock Appreciation Right may in no event extend beyond the tenth anniversary of the date of grant of such Stock Appreciation Right. 9 (b) Methods of Exercise. In accordance with the rules and procedures established by the Administrator Committee for this purpose, and will subject to the provisions of the applicable Award Document, the Committee shall determine the permissible methods of exercise for a Stock Appreciation Right. (c) Stock Appreciation Rights in Tandem with Options. A Stock Appreciation Right granted in tandem with an Option may be no 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 of Common Stock 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 and exercise price as the related Option (which, in the case of a Stock Appreciation Right granted after the grant of the related Option, may be less than one hundred percent (100%) of the Fair Market Value per Share share on the date of grant. In grant of the event tandem Stock Appreciation Right). Upon exercise of a Stock Appreciation Right is 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 number 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 shares covered 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. Option exercise. View More
Stock Appreciation Rights. (a) Grant of The Committee is authorized to 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 of Common Stock for which the Stock Appreciation Right is exercised, over the exercise pr...ice for such Stock Appreciation Right specified in the applicable Award Document. The exercise price per share of Common Stock 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 shall be determined by a method specified by the Administrator, Committee at the time of grant, but in its sole discretion. (b) Number no event shall the exercise price of Shares. The Administrator will 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 Share exercise price for the Shares that will determine the amount Right be less than 100% of the payment Fair Market Value of a share of Common Stock on the date of grant. At the sole discretion of the Committee, payments to be received a Participant upon exercise of a Stock Appreciation Right may be made in cash or shares of Common Stock, or in a combination of cash and shares of Common Stock, having an aggregate Fair Market Value as of the date of exercise equal to such cash amount. A Stock Appreciation Right shall be effective for such term as shall be determined by the Committee and as set forth in Section 7(f) will be determined the Award Document relating to such Stock Appreciation Right, and the Committee may extend the term of a Stock Appreciation Right after the time of grant; provided, however, that the term of a Stock Appreciation Right may in no event extend beyond the tenth anniversary of the date of grant of such Stock Appreciation Right. 13 (b) Methods of Exercise. In accordance with the rules and procedures established by the Administrator Committee for this purpose, and will subject to the provisions of the applicable Award Document, the Committee shall determine the permissible methods of exercise for a Stock Appreciation Right. (c) Stock Appreciation Rights in Tandem with Options. A Stock Appreciation Right granted in tandem with an Option may be no 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 of Common Stock 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 and exercise price as the related Option (which, in the case of a Stock Appreciation Right granted after the grant of the related Option, may be less than one hundred percent (100%) of the Fair Market Value per Share share on the date of grant. In grant of the event tandem Stock Appreciation Right). Upon exercise of a Stock Appreciation Right is 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 number 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 shares covered 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. Option exercise. 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- 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 12.2, 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. (f) Without the approval of the Company's stockholders, other than pursuant to Section 12.2, 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 11.3), or (iii) take any other action with respect to which the a Stock Appreciation Right is exercised. At that would be treated as a repricing under the discretion rules and regulations of the Administrator, principal U.S. national securities exchange on which the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof. are traded. 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. 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 A-5 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 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 Fluent, 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 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 10 or Shares, or a combination of cash and 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 ten (10) 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, number of Shares covered by the Administrator, subject to the provisions Option exercise. (c) Minimum Vesting Provisions. Except as otherwise permitted by Section 5(c)(iv) 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 shall have a minimum vesting period 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 one (1) year 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 grant. Stock Appreciation Right is exercised. At Rights shall not be deemed to lack a minimum vesting period solely because they vest before the discretion end of the Administrator, period in the payment event of the Participant's death, disability or retirement, or upon Stock Appreciation Right exercise may be in cash, in Shares or after a Change of equivalent value, or in some combination thereof. Control. View More
Stock Appreciation Rights. (a) Grant of 6.1. Grant. The Committee may grant Stock Appreciation Rights. Subject Rights to Eligible Individuals in accordance with the Plan, the terms and conditions of the Plan, a which shall be set forth in an Award Agreement. A Stock Appreciation Right may be granted to a Service Provider (a) at any time and from if unrelated to an Option or (b) if related to an Option, either at the time to of grant or at any time as will be determined by thereafter during the Administrator, in its sole d...iscretion. (b) Number term of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award Option. Awards of Stock Appreciation Rights. (c) Exercise Price Rights shall be subject to the following terms and Other Terms. The per Share exercise price for provisions. 6.2. Terms; Duration. Stock Appreciation Rights shall contain such terms and conditions as to exercisability, vesting and duration as the Shares Committee shall determine, but in no event shall they have a term of greater than ten (10) years; provided, however, that will determine unless the amount of the payment to be received upon exercise of Committee provides otherwise, (i) a Stock Appreciation Right as set forth in Section 7(f) will be determined by may, upon the Administrator and will be no less than one hundred percent (100%) death of the Fair Market Value per Share on Participant prior to the expiration of the Award, be exercised for up to one (1) year following the date of grant. In the Participant's death (but in no event beyond the date on which the Stock Appreciation Right otherwise would expire by its terms) and (ii) if, at the time a Stock Appreciation Right is granted in tandem with an Option, would otherwise expire at the end of its term, the exercise of the Stock Appreciation Right is prohibited by applicable law or the Company's insider trading policy, the term shall automatically result in be extended until thirty (30) days after the cancellation of the Option. Otherwise, the Administrator, subject prohibition no longer applies. The Committee may, subsequent to the provisions granting of the Plan, will have complete discretion to determine the terms and conditions of any Stock Appreciation Rights granted under Right, extend the Plan. 7- (d) period within which the Stock Appreciation Right Agreement. Each may be exercised (including following a Participant's Termination), but in no event shall the period be extended to a date that is later than the earlier of the latest date on which the Stock Appreciation Right could have been exercised and the 10th anniversary of the date of 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 except as the Administrator, otherwise provided herein 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, this Section 6.2. 6.3. Vesting. The Committee shall determine and set forth in the applicable Award Agreement. Notwithstanding Agreement the foregoing, the rules of Section 6(d) relating to the maximum term also will apply to Stock Appreciation Rights. (f) Payment of time or times at which a Stock Appreciation Right Amount. shall become vested and exercisable. To the extent not exercised, vested installments shall accumulate and be exercisable, in whole or in part, at any time after becoming exercisable, but not later than the date the Stock Appreciation Right expires. The Committee may accelerate the exercisability of any Stock Appreciation Right or portion thereof at any time. 6.4. Amount Payable. Upon exercise of a Stock Appreciation Right, a the Participant will shall be entitled to receive a payment from the Company in an amount determined by multiplying: multiplying (i) The difference between the excess of the Fair Market Value of a Share on the last business day preceding the date of exercise of such Stock Appreciation Right over the Fair Market Value of a Share on the date the Stock 13 Appreciation Right was granted (the "Base Price") by (ii) the number of exercise over Shares as to which the exercise price; times (ii) The Stock Appreciation Right is being exercised (the "SAR Payment Amount"). Notwithstanding the foregoing, the Committee may limit in any manner the amount payable with respect to any Stock Appreciation Right by including such a limit in the Award Agreement evidencing the Stock Appreciation Right at the time it is granted. 6.5. Method of Exercise. Stock Appreciation Rights shall be exercised by a Participant only by giving notice in the form and to the Person designated by the Company, specifying the number of Shares with respect to which the Stock Appreciation Right is being exercised. At 6.6. Form of Payment. Payment of the SAR Payment Amount may be made in the discretion of the Administrator, Committee solely in whole Shares having an aggregate Fair Market Value equal to the SAR Payment Amount, solely in cash or in a combination of cash and Shares. If the Committee decides to make full payment upon in Shares and the amount payable results in a fractional Share, payment shall be rounded down to the nearest whole Share. 6.7. Effect of Change in Control. Any specific terms applicable to a Stock Appreciation Right exercise may in the event of a Change in Control and not otherwise provided in the Plan shall be set forth in cash, in Shares of equivalent value, or in some combination thereof. the applicable Award Agreement. 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Stock Appreciation Rights. (a) Grant of 6.1. Grant. The Committee may grant Stock Appreciation Rights. Subject Rights to Eligible Individuals in accordance with the Plan, the terms and conditions of the Plan, a which shall be set forth in an Award Agreement. A Stock Appreciation Right may be granted to a Service Provider (a) at any time and from if unrelated to an Option or (b) if related to an Option, either at the time to of grant or at any time as will be determined by thereafter during the Administrator, in its sole d...iscretion. (b) Number term of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award Option. Awards of Stock Appreciation Rights. (c) Exercise Price Rights shall be subject to the following terms and Other Terms. The per Share exercise price for provisions. 6.2. Terms; Duration. Stock Appreciation Rights shall contain such terms and conditions as to exercisability, vesting and duration as the Shares Committee shall determine, but in no event shall they have a term of greater than ten (10) years; provided, however, that will determine unless the amount of the payment to be received upon exercise of Committee provides otherwise, (i) a Stock Appreciation Right as set forth in Section 7(f) will be determined by may, upon the Administrator and will be no less than one hundred percent (100%) death of the Fair Market Value per Share on Participant prior to the expiration of the Award, be exercised for up to one (1) year following the date of grant. In the Participant's death (but in no event beyond the date on which the Stock Appreciation Right otherwise would expire by its terms) and (ii) if, at the time a Stock Appreciation Right is granted in tandem with an Option, would otherwise expire at the end of its term, the exercise of the Stock Appreciation Right is prohibited by applicable law or the Company's insider trading policy, the term shall automatically result in be extended until thirty (30) days after the cancellation of the Option. Otherwise, the Administrator, subject prohibition no longer applies. The Committee may, subsequent to the provisions granting of the Plan, will have complete discretion to determine the terms and conditions of any Stock Appreciation Rights granted under Right, extend the Plan. 7- (d) period within which the Stock Appreciation Right Agreement. Each may be exercised (including following a Participant's Termination), but in no event shall the period be extended to a date that is later than the earlier of the latest date on which the Stock Appreciation Right could have been exercised and the 10th anniversary of the date of 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 except as the Administrator, otherwise provided herein 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, this Section 6.2. 6.3. Vesting. The Committee shall determine and set forth in the applicable Award Agreement. Notwithstanding Agreement the foregoing, the rules of Section 6(d) relating to the maximum term also will apply to Stock Appreciation Rights. (f) Payment of time or times at which a Stock Appreciation Right Amount. shall become vested and exercisable. To the extent not exercised, vested installments shall accumulate and be exercisable, 13 in whole or in part, at any time after becoming exercisable, but not later than the date the Stock Appreciation Right expires. The Committee may accelerate the exercisability of any Stock Appreciation Right or portion thereof at any time. 6.4. Amount Payable. Upon exercise of a Stock Appreciation Right, a the Participant will shall be entitled to receive a payment from the Company in an amount determined by multiplying: multiplying (i) The difference between the excess of the Fair Market Value of a Share on the last business day preceding the date of exercise of such Stock Appreciation Right over the Fair Market Value of a Share on the date the Stock Appreciation Right was granted (the "Base Price") by (ii) the number of exercise over Shares as to which the exercise price; times (ii) The Stock Appreciation Right is being exercised (the "SAR Payment Amount"). Notwithstanding the foregoing, the Committee may limit in any manner the amount payable with respect to any Stock Appreciation Right by including such a limit in the Award Agreement evidencing the Stock Appreciation Right at the time it is granted. 6.5. Method of Exercise. Stock Appreciation Rights shall be exercised by a Participant only by giving notice in the form and to the Person designated by the Company, specifying the number of Shares with respect to which the Stock Appreciation Right is being exercised. At 6.6. Form of Payment. Payment of the SAR Payment Amount may be made in the discretion of the Administrator, Committee solely in whole Shares having an aggregate Fair Market Value equal to the SAR Payment Amount, solely in cash or in a combination of cash and Shares. If the Committee decides to make full payment upon in Shares and the amount payable results in a fractional Share, payment shall be rounded down to the nearest whole Share. 6.7. Effect of Change in Control. Any specific terms applicable to a Stock Appreciation Right exercise may in the event of a Change in Control and not otherwise provided in the Plan shall be set forth in cash, in Shares of equivalent value, or in some combination thereof. the applicable Award Agreement. 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Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to a Service Provider at any time and from time to time as will be determined by the Administrator, in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise price for the Shares that will ...determine the amount of the payment to be received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. In the event a Stock Appreciation Right is granted in tandem with an Option, the exercise of the Stock Appreciation Right shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan. 7- (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon shall be evidenced by an Award Agreement. Each Stock Appreciation Right so granted shall be subject to the date conditions set forth in this Section 7, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. Stock Appreciation Rights may be granted alone ("Free Standing Rights") or in tandem with an Option granted under the Plan ("Related Rights").7.1 Grant Requirements. Any Related Right that relates to a Non-qualified Stock Option may be granted at the same time the Option is granted or at any time thereafter, but before the exercise or expiration of the Option. Any Related Right that relates to an Incentive Stock Option must be granted at the same time the Incentive Stock Option is granted.7.2 Term of Stock Appreciation Rights. The term of a Stock Appreciation Right granted under the Plan shall be determined by the Administrator, in its sole discretion, and set forth in Committee; provided, however, no Stock Appreciation Right shall be exercisable later than the Award Agreement. Notwithstanding tenth anniversary of the foregoing, the rules Grant Date.7.3 Vesting of Section 6(d) relating to the maximum term also will apply to Stock Appreciation Rights. (f) Payment of Each Stock Appreciation Right Amount. may, but need not, vest and therefore become exercisable in periodic installments that may, but need not, be equal. The Stock Appreciation Right may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on performance or other criteria) as the Committee may deem appropriate. The vesting provisions of individual Stock Appreciation Rights may vary. No Stock Appreciation Right may be exercised for a fraction of a share of Common Stock. The Committee may, but shall not be required to, provide for an acceleration of vesting and exercisability in the terms of any Stock Appreciation Right upon the occurrence of a specified event.7.4 Exercise and Payment. Upon exercise of a Stock Appreciation Right, a Participant will the holder shall be entitled to receive a payment from the Company in an amount determined equal to the number of shares of Common Stock subject to the Stock Appreciation Right that is being exercised multiplied by multiplying: the excess of (i) The difference between the Fair Market Value of a Share share of Common Stock on the date the Award is exercised, over (ii) the exercise price specified in the Stock Appreciation Right or related Option. Payment with respect to the exercise of a Stock Appreciation Right shall be made on the date of exercise. Payment shall be made in the form of shares of Common Stock (with or without restrictions as to substantial risk of forfeiture and transferability, as determined by the Committee in its sole discretion), cash or a combination thereof, as determined by the Committee.7.5 Exercise Price. The exercise over price of a Free Standing Stock Appreciation Right shall be determined by the Committee, but shall not be less than 100% of the Fair Market Value of one share of Common Stock on the Grant Date of such Stock Appreciation Right. A Related Right granted simultaneously with or subsequent to the grant of an Option and in conjunction therewith or in the alternative thereto shall have the same exercise price as the related Option, shall be transferable only upon the same terms and conditions as the related Option, and shall be exercisable only to the same extent as the related Option; provided, however, that a Stock Appreciation Right, by its terms, shall be exercisable only when the Fair Market Value per share of Common Stock subject to the Stock Appreciation Right and related Option exceeds the exercise price; times (ii) The price per share thereof and no Stock Appreciation Rights may be granted in tandem with an Option unless the Committee determines that the requirements of Section 7.1 are satisfied.7.6 Reduction in the Underlying Option Shares. Upon any exercise of a Related Right, the number of Shares with respect to shares of Common Stock for which any related Option shall be exercisable shall be reduced by the number of shares for which the Stock Appreciation Right is has been exercised. At The number of shares of Common Stock for which a Related Right shall be exercisable shall be reduced upon any exercise of any related Option by the discretion number of the Administrator, the payment upon shares of Common Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof. for which such Option has been exercised. View More
Stock Appreciation Rights. (a) Grant of 6.1.Grant. The Committee may grant Stock Appreciation Rights. Subject Rights to Eligible Individuals in accordance with the Plan, the terms and conditions of the Plan, a which shall be set forth in an Award Agreement. A Stock Appreciation Right may be granted to a Service Provider (a) at any time and from if unrelated to an Option or (b) if related to an Option, either at the time to of grant or at any time as will be determined by thereafter during the Administrator, in its sole di...scretion. (b) Number term of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award Option. Awards of Stock Appreciation Rights. (c) Exercise Price Rights shall be subject to the following terms and Other Terms. The per Share exercise price for provisions. 6.2.Terms; Duration. Stock Appreciation Rights shall contain such terms and conditions as to exercisability, vesting and duration as the Shares Committee shall determine, but in no event shall they have a term of greater than ten (10) years; provided, however, that will determine unless the amount of the payment to be received upon exercise of Committee provides otherwise, (i) a Stock Appreciation Right as set forth in Section 7(f) will be determined by may, upon the Administrator and will be no less than one hundred percent (100%) death of the Fair Market Value per Share on Participant prior to the expiration of the Award, be exercised for up to one (1) year following the date of grant. In the Participant's death (but in no event beyond the date on which the Stock Appreciation Right otherwise would expire by its terms) and (ii) if, at the time a Stock Appreciation Right is granted in tandem with an Option, would otherwise expire at the end of its term, the exercise of the Stock Appreciation Right is prohibited by applicable law or the Company's insider trading policy, the term shall automatically result in be extended until thirty (30) days after the cancellation of the Option. Otherwise, the Administrator, subject prohibition no longer applies. The Committee may, subsequent to the provisions granting of the Plan, will have complete discretion to determine the terms and conditions of any Stock Appreciation Rights granted under Right, extend the Plan. 7- (d) period within which the Stock Appreciation Right Agreement. Each may be exercised (including following a Participant's Termination), but in no event shall the period be extended to a date that is later than the earlier of the latest date on which the Stock Appreciation Right could have been exercised and the 10th anniversary of the date of 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 except as the Administrator, otherwise provided herein 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, this Section 6.2. 6.3.Vesting. The Committee shall determine and set forth in the applicable Award Agreement. Notwithstanding Agreement the foregoing, the rules of Section 6(d) relating to the maximum term also will apply to Stock Appreciation Rights. (f) Payment of time or times at which a Stock Appreciation Right Amount. shall become vested and exercisable. To the extent not exercised, vested installments shall accumulate and be exercisable, in whole or in part, at any time after becoming exercisable, but not later than the date the Stock Appreciation Right expires. The Committee may accelerate the exercisability of any Stock Appreciation Right or portion thereof at any time. 6.4.Amount Payable. Upon exercise of a Stock Appreciation Right, a the Participant will shall be entitled to receive a payment from the Company in an amount determined by multiplying: multiplying (i) The difference between the excess of the Fair Market Value of a Share on the last business day preceding the date of exercise of such Stock Appreciation Right over the Fair Market Value of a Share on the date the Stock Appreciation Right was granted (the "Base Price") by (ii) the number of exercise over Shares as to which the exercise price; times (ii) The Stock Appreciation Right is being exercised (the "SAR Payment Amount"). Notwithstanding the foregoing, the Committee may limit in any manner the amount payable with respect to any Stock Appreciation Right by including such a limit in the Award Agreement evidencing the Stock Appreciation Right at the time it is granted. 6.5.Method of Exercise. Stock Appreciation Rights shall be exercised by a Participant only by giving notice in the form and to the Person designated by the Company, specifying the number of Shares with respect to which the Stock Appreciation Right is being exercised. At 6.6.Form of Payment. Payment of the SAR Payment Amount may be made in the discretion of the Administrator, Committee solely in whole Shares having an aggregate Fair Market Value equal to the SAR Payment Amount, solely in cash or in a combination of cash and Shares. If the Committee decides to make full payment upon in Shares and the amount payable results in a fractional Share, payment shall be rounded down to the nearest whole Share. 6.7.Effect of Change in Control. Any specific terms applicable to a Stock Appreciation Right exercise may in the event of a Change in Control and not otherwise provided in the Plan shall be set forth in cash, in Shares of equivalent value, or in some combination thereof. the applicable Award Agreement. View More
Stock Appreciation Rights. (a) Grant of 7.1 Grant. An Eligible Recipient may be granted one or more Stock Appreciation Rights. Subject Rights under this Plan, and such Stock Appreciation Rights will be subject to such terms and conditions, consistent with the other provisions of this Plan, as may be determined by the Committee in its sole discretion. Stock Appreciation Rights may be granted to an Eligible Recipient for services provided to a Subsidiary only if, with respect to such Eligible Recipient, the underlying share...s of Common Stock constitute "service recipient stock" within the meaning of Treas. Reg. Section 1.409A-1(b)(5)(iii). 7.2 Incentive Award Agreement. Each Stock Appreciation Right will be evidenced by an Incentive Award Agreement that will specify the exercise 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 Exercise Price. The exercise price of a Stock Appreciation Right may be granted to a Service Provider at any time and from time to time as will be determined by the Administrator, Committee, in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine discretion, at the number of Shares subject to any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise Grant Date; provided, however, that such price for the Shares that will determine the amount of the payment to may not be received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share of one share of Common Stock on the date Grant Date. 7.4 Exercisability and Duration. A Stock Appreciation Right will become exercisable at such times and in such installments as may be determined by the Committee in its sole discretion at the time of grant. In grant; provided, however, that no Stock Appreciation Right may be exercisable after ten (10) years from its Grant Date. Notwithstanding the event foregoing, if the exercise of a Stock Appreciation Right that is granted exercisable in tandem accordance with an Option, its terms is prevented by the exercise provisions of Section 19, the Stock Appreciation Right shall automatically result will remain exercisable until thirty (30) days after the date such exercise first would no longer be prevented by such provisions, but in any event no later than the cancellation expiration date of the Option. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of such Stock Appreciation Rights granted under the Plan. 7- (d) Right. 7.5 Manner of Exercise. A Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced exercised by an Award Agreement that will specify giving notice in the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such same manner as for Options, as set forth in Section 6.6, subject to any other terms and conditions consistent with the other provisions of this Plan as may be determined by the Administrator, Committee in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under discretion. 7.6 Settlement. Upon the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) relating to the maximum term also will apply to Stock Appreciation Rights. (f) Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive a payment from the Company in an amount determined by multiplying: (i) (a) The difference between excess of the Fair Market Value of a Share share of Common Stock on the date of exercise over the per share exercise price; times (ii) by 14 (b) The number of Shares shares of Common Stock with respect to which the Stock Appreciation Right is exercised. At the discretion 7.7 Form of the Administrator, the payment upon Payment. Payment, if any, with respect to a Stock Appreciation Right exercise may settled in accordance with Section 7.6 will be made in accordance with the terms of the applicable Incentive Award Agreement, in cash, in Shares shares of equivalent value, Common Stock or in some a combination thereof. thereof, as the Committee determines. View More
