Stock Appreciation Rights Clause Example with 504 Variations from Business Contracts
This page contains Stock Appreciation Rights clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to a Service Provider at any time and from time to time as will be determined by the Administrator, in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise price for the Shares that will ...determine the amount of the payment to be received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. In the event a Stock Appreciation Right is granted in tandem with an Option, the exercise of the Stock Appreciation Right shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan. 7- (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) relating to the maximum term also will apply to Stock Appreciation Rights. (f) Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive a payment from the Company in an amount determined by multiplying: (i) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times (ii) The number of Shares with respect to which the Stock Appreciation Right is exercised. At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.View More
Variations of a "Stock Appreciation Rights" Clause from Business Contracts
Stock Appreciation Rights. (a) Grant of 7.1 Grant. An Eligible Recipient may be granted one or more Stock Appreciation Rights. Subject Rights under this Plan, and such Stock Appreciation Rights will be subject to such terms and conditions, consistent with the other provisions of this Plan, as may be determined by the Committee in its sole discretion. Stock Appreciation Rights may be granted to an Eligible Recipient for services provided to a Subsidiary only if, with respect to such Eligible Recipient, the underlying share...s of Common Stock constitute "service recipient stock" within the meaning of Treas. Reg. Section 1.409A-1(b)(5)(iii). 14 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 (b) The number of Shares shares of Common Stock with respect to which the Stock Appreciation Right is exercised. At the discretion 7.7 Form of the Administrator, the payment upon Payment. Payment, if any, with respect to a Stock Appreciation Right exercise may settled in accordance with Section 7.6 will be made in accordance with the terms of the applicable Incentive Award Agreement, in cash, in Shares shares of equivalent value, Common Stock or in some a combination thereof. thereof, as the Committee determines. View More
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a 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. (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 Red Violet, 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 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, 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. 11 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 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 14 Recipient for services provided to a Subsidiary only if, with respect to such Eligible Recipient, the underlying sh...ares 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 (b) The number of Shares shares of Common Stock with respect to which the Stock Appreciation Right is exercised. At the discretion 7.7 Form of the Administrator, the payment upon Payment. Payment, if any, with respect to a Stock Appreciation Right exercise may settled in accordance with Section 7.6 will be made in accordance with the terms of the applicable Incentive Award Agreement, in cash, in Shares shares of equivalent value, Common Stock or in some a combination thereof. thereof, as the Committee determines. View More
Stock Appreciation Rights. (a) Grant of The Committee may grant Stock Appreciation Rights. Subject Rights to the Employees, Consultants or Non-Employee Directors. The terms and conditions of Stock Appreciation Rights, including the Plan, a vesting and exercise provisions, shall be set forth in an Award Agreement. A Stock Appreciation Right may be granted (i) if unrelated to a Service Provider an Option, at any time, or (ii) if related to an Option, either at the time of grant or at any time and from time to time as will b...e determined by thereafter during the Administrator, in its sole discretion. (b) Number term of Shares. the Option. 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 any Stock Appreciation Right as set forth in Section 7(f) will shall be determined by the Administrator and will be no not less than one hundred percent (100%) of the Fair Market Value per Share of the Common Stock on the grant 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 Award. (a) Payment of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire is a right to receive, 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 the right, shares of Common Stock Appreciation Right, a Participant will be entitled to receive a payment from the Company or their cash equivalent in an amount determined by multiplying: (i) The difference between equal to the increase, if any, in Fair Market Value of a Share on the date Common Stock between the grant and exercise dates. The Committee may specifically designate in the Award Agreement that such Award will be settled (i) only in cash, (ii) only in shares of Common Stock or (iii) in such combination of such forms and, if not so provided in the Award 9 Agreement, the Award will be settled in shares of Common Stock unless the Committee determines, at the time of exercise over of the Award, that the Award will be settled in cash or a combination of shares of Common Stock and cash. (b) Tandem Rights. Stock Appreciation Rights may be granted in connection with the grant of an Option, in which case (i) the Stock Appreciation Rights shall be exercisable at such time or times and only to the extent that the related Option is exercisable, (ii) the exercise price; times (ii) The number of Shares with respect Stock Appreciation Rights will result in the surrender of the right to purchase the shares under the Option as to which the Stock Appreciation Right Rights were exercised and (iii) the Stock Appreciation Rights will not be transferable (other than by will or the laws of descent and distribution) except to the extent the related Option is exercised. At transferable. Upon the discretion exercise of an Option granted in connection with Stock Appreciation Rights, the Stock Appreciation Rights shall be cancelled to the extent of the Administrator, number of shares of Common Stock as to which the payment upon Option is exercised or surrendered. (c) Stock Appreciation Rights Unrelated to an Option. Stock Appreciation Rights unrelated to Options shall contain such terms and conditions as to exercisability, vesting and duration as the Committee shall determine, but in no event shall they have a term greater than ten (10) years. Each such Stock Appreciation Right exercise that is unrelated to an Option may be exercised by the Participant for a period of six (6) months following the date the Participant's Continuous Service terminates, but only to the extent the Participant was otherwise entitled to exercise the Stock Appreciation Right on the date the Participant's Continuous Service terminates (and in cash, in Shares no event later than the expiration date of equivalent value, or in some combination thereof. the Award); provided, however, that if the Participant's Continuous Service terminates for Cause, the Participant's right to exercise the Stock Appreciation Right shall immediately terminate. View More
Stock Appreciation Rights. (a) Grant and Exercise. The Committee may provide Stock Appreciation Rights alone or in tandem with other Awards (including Options), in each case upon such terms and conditions, not inconsistent with the Plan, as the Committee may establish. The provisions of Stock Appreciation Rights. Subject Rights need not be the same with respect to each recipient. (a) Stock Appreciation Rights granted without regard to any Option or other Award (a "Freestanding Stock Appreciation Right") shall generally ha...ve the same terms and conditions as Options, including (i) an exercise price not less than Fair Market Value on the date of grant (except in the case of Substitute Awards or in connection with an adjustment provided in Section 12.2) (ii) a term not greater than seven years, and (iii) a vesting schedule not less than one year from the date of grant, except for Substitute Awards or under certain circumstances contemplated by Section 11 or as may be set forth in an Award Agreement with respect to death or disability of a Participant. Upon the exercise of a Freestanding Stock Appreciation Right, the holder shall have the right to receive the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the exercise price of the Plan, a right on the date of grant. 6 (b) Stock Appreciation Rights may be granted in conjunction with all or part of any Option granted under the Plan (a "Tandem Stock Appreciation Right"). Any Tandem Stock Appreciation Right may be granted to a Service Provider at the same time as the related Option is granted or at any time and from time to time as will thereafter before exercise or expiration of such Option if there would 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 no adverse tax consequences under Section 409A of the payment to be received upon Code. Upon the exercise of a Tandem Stock Appreciation Right as set forth in Section 7(f) will be determined by Right, the Administrator and will be no less than one hundred percent (100%) holder shall have the right to receive (i) the excess of the Fair Market Value per of one Share on the date of grant. In exercise over (ii) the event a related Option exercise price. Any Tandem Stock Appreciation Right is granted in tandem with an Option, may be exercised only when the related Option would be exercisable and the Fair Market Value of the Shares subject to the related Option exceeds the option price at which Shares can be acquired pursuant to the Option. Tandem Stock Appreciation Rights shall terminate and no longer be exercisable upon and to the extent of the termination or exercise of the related Option; provided that, unless the Committee otherwise determines at or after the time of grant, a Tandem Stock Appreciation Right granted with respect to less than the full number of Shares covered by a related Option shall not terminate until the number of Shares then exercisable under such Option equals the number of Shares to which the Tandem Stock Appreciation Right applies. Any Option related to a Tandem Stock Appreciation Right shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject no longer be exercisable to the provisions of extent the Plan, will have complete discretion to determine the Tandem Stock Appreciation Right has been exercised. (c) The Committee may impose such terms and conditions of on Stock Appreciation Rights granted under the Plan. 7- (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by in conjunction with any Award (other than 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 Option) as the Administrator, Committee shall determine 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, discretion. (d) The Committee shall determine in its sole discretion, and set forth in discretion whether payment upon 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 shall be made in cash, in whole Shares or other property, or any combination thereof. If payment will be entitled to receive a payment from made in Shares, the Company in an amount number of Shares shall be determined by multiplying: (i) The difference between based on the Fair Market Value of a Share on the date of exercise. If the Committee elects to make full payment in Shares, no fractional Shares shall be issued and cash payments shall be made in lieu of fractional Shares. The Committee shall have sole discretion as to the timing of any payment made in cash or Shares, or a combination thereof, upon exercise over of Stock Appreciation Rights. Payment may be made in a lump sum, in annual installments or may be otherwise deferred in a manner consistent with Section 409A of the Code; and the Committee shall have sole discretion to determine whether any deferred payments will accrue amounts equivalent to interest or cash dividends. (e) Other than pursuant to Section 12.2, the Committee shall not be permitted to (i) lower the exercise price; times price per Share of a Stock Appreciation Right after it is granted, (ii) The number cancel a Stock Appreciation Right when the exercise price per Share exceeds the Fair Market Value of the underlying Shares in exchange for another Award (other than in connection with Substitute Awards), and (iii) take any other action with respect to which the a Stock Appreciation Right is exercised. At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise that may be in cash, in Shares treated as a repricing under the rules and regulations of equivalent value, or in some combination thereof. NYSE, without shareholder approval. 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, 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 event a Participant's death even if such period extends beyond ten (10) years from the date the Stock Appreciation Right is granted in tandem with an Option, and (ii) if, at the time a Stock Appreciation Right 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. 13 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 for the fractional Share will be made in cash. 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 Concurrently with the award of any Option to purchase one or more shares of Company Stock, the Committee may, in its sole discretion, award to the optionee with respect to each share of Company Stock covered by an Option a related Stock Appreciation Right, which permits the optionee to be paid the appreciation on the related Option in lieu of exercising the Option. The Committee shall establish as to each award of Stock Appreciation Rights. Subject to Rights the terms and conditions of... to which the Plan, a Stock Appreciation Rights are subject; provided, however, that the following terms and conditions shall apply to all Stock Appreciation Rights: (a) A Stock Appreciation Right granted with respect to an Incentive Stock Option must be granted together with the related Option. A Stock Appreciation Right granted with respect to a Nonqualified Stock Option may be granted together with the grant of the related Option. (b) A Stock Appreciation Right shall entitle the Participant, upon exercise of the Stock Appreciation Right, to a Service Provider at any time and from time receive in exchange an amount equal to time as the excess of (i) the Fair Market Value on the date of exercise of Company Stock covered by the surrendered Stock Appreciation Right over (ii) the Fair Market Value of Company Stock on the Date of Grant of the Stock Appreciation Right. The Committee may limit the amount that the Participant will be determined by the Administrator, in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion entitled 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 receive upon exercise of a Stock Appreciation Right. 7 (c) A Stock Appreciation Right as set forth in Section 7(f) will may be determined by exercised only if and to the Administrator extent the underlying Option is exercisable, 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 may not be exercisable in tandem with an Option, any event more than 10 years after the exercise Date 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- Grant. (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. 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 may only be exercised at 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 time when the Fair Market Value of a Share Company Stock covered by the Stock Appreciation Right exceeds the Fair Market Value of Company Stock on the date Date of exercise over Grant of the exercise price; times (ii) Stock Appreciation Right. The number Stock Appreciation Right may provide for payment in Company Stock or cash, or a fixed combination of Shares with respect Company Stock and cash, or the Committee may reserve the right to which determine the manner of payment at the time the Stock Appreciation Right is exercised. At (e) To the discretion of the Administrator, the payment upon extent a Stock Appreciation Right exercise may is exercised, the underlying Option shall be in cash, in Shares cancelled, and the shares of equivalent value, or in some combination thereof. Company Stock represented by the Option shall no longer be available for Awards under the Plan. View More
Stock Appreciation Rights. (a) Grant of and Exercise. The Committee may provide Stock Appreciation Rights. Subject Rights (a) in tandem with all or part of any Option granted under the Plan or at any subsequent time during the term of such Option, (b) in tandem with all or part of any Award (other than an Option) granted under the Plan or at any subsequent time during the term of such Award, or (c) without regard to the any Option or other Award in each case upon such terms and conditions as the Committee may establish in... its sole discretion. 6.2. Terms and Conditions. Stock Appreciation Rights shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, a Stock Appreciation Right may as shall be granted to a Service Provider at any time and determined from time to time as will be determined by the Administrator, Committee (provided that in no event may Dividend Equivalent Rights be granted with respect to Stock Appreciation Rights), including the following: (a) Upon the exercise of a Stock Appreciation Right, the holder shall have the right to receive the excess of (i) the Fair Market Value of one Share on the date of exercise (or such amount less than such Fair Market Value as the Committee shall so determine at any time during a specified period before the date of exercise) over (ii) the grant price of the Stock Appreciation Right. (b) The Committee shall determine in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine 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 shall be made in Section 7(f) will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. In the event a Stock Appreciation Right is granted cash, in tandem with an Option, the exercise of the Stock Appreciation Right shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the whole Shares or other property, or any combination thereof. (c) The terms and conditions of Stock Appreciation Rights granted under need not be the Plan. 7- same with respect to each recipient. (d) The Committee may impose such other terms and conditions on the exercise of any Stock Appreciation Right, as it shall deem appropriate. A Stock Appreciation Right Agreement. Each shall (i) have a grant price per Share of not less than the Fair Market Value of one Share on the date of grant or, if applicable, on the date of grant of an Option with respect to a Stock Appreciation Right 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 years. (e) Unless otherwise set forth in an Award Agreement that will specify Agreement, if on the exercise price, last day of the term of a Stock Appreciation Right the Fair Market Value of one Share exceeds the grant price per Share of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) relating to the maximum term also will apply to Stock Appreciation Rights. (f) Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive a payment from the Company in an amount determined by multiplying: (i) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times (ii) The number of Shares with respect to which has not exercised the Stock Appreciation Right is exercised. At or the discretion of tandem Option (if applicable), and the Administrator, the payment upon Stock Appreciation Right exercise may has not expired, the Stock Appreciation Right shall be deemed to have been exercised by the Participant on such day. In such event, the Company shall make payment to the Participant in cash, accordance with this Section, reduced by the number of Shares (or cash) required for withholding taxes; any fractional Share shall be settled in cash. (f) Without the approval of the Company's stockholders, other than pursuant to Section 12.2, the Committee shall not (i) reduce the grant price of any Stock Appreciation Right after the date of grant (ii) cancel any Stock Appreciation Right in exchange for cash or another Award (other than in connection with a Change in Control as defined in Section 11.3), or (iii) take any other action with respect to a Stock Appreciation Right that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares of equivalent value, or in some combination thereof. are traded. View More
Stock Appreciation Rights. (a) Grant Concurrently with the award of any Option to purchase one or more shares of Company Stock, the Committee may, in its sole discretion, award to the optionee with respect to each share of Company Stock covered by an Option a related Stock Appreciation Right, which permits the optionee to be paid the appreciation on the related Option in lieu of exercising the Option. The Committee shall establish as to each award of Stock Appreciation Rights. Subject to Rights the terms and conditions of... to which the Plan, a Stock Appreciation Rights are subject; provided, however, that the following terms and conditions shall apply to all Stock Appreciation Rights: (a) A Stock Appreciation Right granted with respect to an Incentive Stock Option must be granted together with the related Option. A Stock Appreciation Right granted with respect to a Nonqualified Stock Option may be granted together with the grant of the related Option. (b) A Stock Appreciation Right shall entitle the Participant, upon exercise of the Stock Appreciation Right, to a Service Provider at any time and from time receive in exchange an amount equal to time as the excess of (i) the Fair Market Value on the date of exercise of Company Stock covered by the surrendered Stock Appreciation Right over (ii) the Fair Market Value of Company Stock on the Date of Grant of the Stock Appreciation Right. The Committee may limit the amount that the Participant will be determined by the Administrator, in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion entitled 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 receive upon exercise of a Stock Appreciation Right. (c) A Stock Appreciation Right as set forth in Section 7(f) will may be determined by exercised only if and to the Administrator extent the underlying Option is exercisable, 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 may not be exercisable in tandem with an Option, any event more than 10 years after the exercise Date 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- Grant. (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. 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 may only be exercised at 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 time when the Fair Market Value of a Share Company Stock covered by the Stock Appreciation Right exceeds the Fair Market Value of Company Stock on the date Date of exercise over Grant of the exercise price; times (ii) Stock Appreciation Right. The number Stock Appreciation Right may provide for payment in Company Stock or cash, or a fixed combination of Shares with respect Company Stock and cash, or the Committee may reserve the right to which determine the manner of payment at the time the Stock Appreciation Right is exercised. At 6 (e) To the discretion of the Administrator, the payment upon extent a Stock Appreciation Right exercise may is exercised, the underlying Option shall be in cash, in Shares cancelled, and the shares of equivalent value, or in some combination thereof. Company Stock represented by the Option shall no longer be available for Awards under the Plan. View More
