Stock Appreciation Rights Clause Example with 504 Variations from Business Contracts
This page contains Stock Appreciation Rights clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to a Service Provider at any time and from time to time as will be determined by the Administrator, in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise price for the Shares that will ...determine the amount of the payment to be received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. In the event a Stock Appreciation Right is granted in tandem with an Option, the exercise of the Stock Appreciation Right shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan. 7- (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) relating to the maximum term also will apply to Stock Appreciation Rights. (f) Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive a payment from the Company in an amount determined by multiplying: (i) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times (ii) The number of Shares with respect to which the Stock Appreciation Right is exercised. At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.View More
Variations of a "Stock Appreciation Rights" Clause from Business Contracts
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a 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, Exercise Price, its Expiration Date, 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) Administrator determines. (b) Payment of Stock Appreciation Right Amount. Upon exercise of When a Participant exercises a Stock Appreciation Right, a Participant he or she will be entitled to receive a payment from the Company in an amount determined by multiplying: equal to: (i) The difference between the Fair Market Value excess, if any, of a Share the fair market value on the date of exercise over the exercise price; times Exercise Price, multiplied by (ii) The the number of Shares with respect to which the Stock Appreciation Right is exercised. At the discretion of the Administrator, the payment Payment upon Stock Appreciation Right exercise may be made in cash, in Shares (which, on the date of equivalent value, exercise, have an aggregate Fair Market Value equal to the amount of payment to be made under the Award), or any combination of cash and Shares, with the determination of form of payment made by the Administrator. Shares issued upon exercise of a Stock Appreciation Right will be issued in some combination thereof. the name of the Participant. Until Shares are issued (as evidenced by the entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to a Stock Appreciation Right, despite the exercise of the Stock Appreciation Right. The Company will issue (or cause to be issued) such Shares promptly after the Stock Appreciation Right is exercised. A Stock Appreciation Right may not be exercised for a fraction of a Share. Exercising a Stock Appreciation Right in any manner will decrease (x) the number of Shares thereafter available under the Stock Appreciation Right by the number of Shares as to which the Stock Appreciation Right is exercised and (y) the number of Shares thereafter available under the Plan by the number of Shares issued upon such exercise. (c) Expiration of Stock Appreciation Rights. A Stock Appreciation Right's Expiration Date will be set forth in the Award Agreement. A Stock Appreciation Right may expire before its expiration date under Sections 14 or 16(b) or under the Award Agreement (d) Tolling of Expiration. If exercising an Stock Appreciation Right prior to its expiration is not permitted because of Applicable Laws, other than the rules of any stock exchange or quotation system on which the Common Stock is listed or quoted, the Stock Appreciation Right will remain exercisable until 30 days after the first date on which exercise would no longer be prevented by such provisions. If this would result in the Stock Appreciation Right remaining exercisable past its Expiration Date, then it will remain exercisable only until the end of the later of (x) the first day on which its exercise would not be prevented by Section 19(a) and (y) its Expiration Date. View More
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to a Service Provider 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, Exercise Price, its Expiration Date, 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) Administrator determines. (b) Payment of Stock Appreciation Right Amount. Upon exercise of When a Participant exercises a Stock Appreciation Right, a Participant he or she will be entitled to receive a payment from the Company in an amount determined by multiplying: equal to: (i) The difference the excess, if any, between the Fair Market Value of a Share fair market value on the date of exercise over the exercise price; times Exercise Price multiplied by (ii) The the number of Shares with respect to which the Stock Appreciation Right is exercised. At the discretion of the Administrator, the payment Payment upon Stock Appreciation Right exercise may be made in cash, in Shares (which, on the date of equivalent value, exercise, have an aggregate Fair Market Value equal to the amount of payment to be made under the Award), or any combination of cash and Shares, with the determination of form of payment made by the Administrator. Shares issued upon exercise of a Stock Appreciation Right will be issued in some combination thereof. the name of the Participant. Until Shares are issued (as evidenced by the entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to a Stock Appreciation Right, despite the exercise of the Stock Appreciation Right. The Company will issue (or cause to be issued) such Shares promptly after the Stock Appreciation Right is exercised. A Stock Appreciation Right may not be exercised for a fraction of a Share. Exercising a Stock Appreciation Right in any manner will decrease (x) the number of Shares thereafter available under the Stock Appreciation Right by the number of Shares as to which the Stock Appreciation Right is exercised and (y) the number of Shares thereafter available under the Plan by the number of Shares issued upon such exercise. (c) Expiration of Stock Appreciation Rights. A Stock Appreciation Right's Expiration Date will be set forth in the Award Agreement. A Stock Appreciation Right may expire before its expiration date under Sections 14 or 16(b) or under the Award Agreement. (d) Tolling of Expiration. If exercising an Stock Appreciation Right prior to its expiration is not permitted because of Applicable Laws, other than the rules of any stock exchange or quotation system on which the Common Stock is listed or quoted, the Stock Appreciation Right will remain exercisable until 30 days after the first date on which exercise would no longer be prevented by such provisions. If this would result in the Stock Appreciation Right remaining exercisable past its Expiration Date, then it will remain exercisable only until the end of the later of (x) the first day on which its exercise would not be prevented by Section 18(a) and (y) its Expiration Date. View More
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Grant; Term. A Stock Appreciation Right may be granted in connection with an Option, either at the time of grant or, with respect to a Service Provider Nonqualified Stock Option, at any time and from thereafter during the term of the Option, or may be granted unrelated to an Option. At the time of grant of a Stock Appreciation Right, the Administrator may impose such restrictions or conditions to time the ...exercisability of the Stock Appreciation Right as will be determined by the Administrator, it, in its sole discretion. absolute discretion, deems appropriate, including, but not limited to, achievement of performance criteria. The term of a Stock Appreciation Right granted without relationship to an Option shall not exceed ten years from the date of grant. In addition, the exercise price of a Stock Appreciation Right shall be equal to or greater than the Fair Market Value of a share of Stock on the date of grant. (b) Number of Shares. The Administrator will have complete discretion Tandem Awards. A Stock Appreciation Right related to determine an Option shall require the holder, upon exercise, to surrender such Option with respect to the number of Shares subject shares as to which such Stock Appreciation Right is exercised, in order to receive payment of any Award amount computed pursuant to Section 8(c). Such Option will, to the extent surrendered, then cease to be exercisable. Subject to such rules and restrictions as the Administrator may impose, a Stock Appreciation Right granted in connection 8 with an Option will be exercisable at such time or times, and only to the extent that a related Option is exercisable. (c) Exercise. Upon the exercise of a Stock Appreciation Right whether related or unrelated to an Option, the holder will be entitled to receive payment of an amount determined by multiplying: (i) the excess of the Fair Market Value of a share of Stock on the date of exercise of such Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share Right over the exercise price for of the Shares that will determine Stock Appreciation Right, by (ii) the number of shares as to which such Stock Appreciation Right is exercised. (d) Limitations. Notwithstanding subsection (c) above, the Administrator may place a limitation on the amount of the payment to be received payable upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will Right. Any such limitation must be determined by the Administrator and will be no less than one hundred percent (100%) as of the date of grant and noted in the applicable Award Agreement. (e) Form of Settlement. Payment of the amount determined under subsection (c) above may be made solely in whole shares of Stock valued at their 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 or alternatively, in the cancellation sole discretion of the Option. Otherwise, the Administrator, subject to the provisions solely in cash or a combination of the Plan, will have complete discretion to determine the terms cash 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 shares, in each case 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 applicable Award Agreement. Notwithstanding If the foregoing, Administrator decides that payment will be made in shares of Stock, and the rules amount payable results in a fractional share, payment for the fractional share will be made in cash. (f) No Repricing. Except as otherwise provided in Section 4(c), without the prior approval of Section 6(d) relating to the maximum term also will apply to Stock Appreciation Rights. (f) Payment stockholders of Stock Appreciation Right Amount. Upon the Company: (i) the exercise price of a Stock Appreciation Right, SAR may not be reduced, directly or indirectly, (ii) a Participant will SAR may not be entitled to receive a payment from the Company cancelled in exchange for cash in an amount determined by multiplying: (i) The difference between amount, or other Awards with a value, that exceeds the excess, if any, of the Fair Market Value of a Share on the date shares of exercise Stock subject to the SAR at the time of the cancellation or exchange over the exercise price; times (ii) The number price of Shares such SAR, or for Options or SARs with respect to which an exercise price that is less than the exercise price of the original SAR, except as permitted in accordance with Section 15, and (iii) the Company may not repurchase a SAR for value (in cash, substitutions, cash buyouts, or otherwise) from a Participant if the current Fair Market Value of the Stock Appreciation Right underlying the SAR is exercised. At lower than the discretion exercise price of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof. SAR. View More
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to a Service Provider 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, Exercise Price, its Expiration Date, 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) Administrator determines. (b) Payment of Stock Appreciation Right Amount. Upon exercise of When a Participant exercises a Stock Appreciation Right, a Participant he or she will be entitled to receive a payment from the Company in an amount determined by multiplying: equal to: (i) The difference the excess, if any, between the Fair Market Value of a Share fair market value on the date of exercise over the exercise price; times Exercise Price multiplied by (ii) The the number of Shares with respect to which the Stock Appreciation Right is exercised. At the discretion of the Administrator, the payment Payment upon Stock Appreciation Right exercise may be made in cash, in Shares (which, on the date of equivalent value, exercise, have an aggregate Fair Market Value equal to the amount of payment to be made under the Award), or any combination of cash and Shares, with the determination of form of payment made by the Administrator. Shares issued upon exercise of a Stock Appreciation Right will be issued in some combination thereof. the name of the Participant. Until Shares are issued (as evidenced by the entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to a Stock Appreciation Right, despite the exercise of the Stock Appreciation Right. The Company will issue (or cause to be issued) such Shares promptly after the Stock Appreciation Right is exercised. A Stock Appreciation Right may not be exercised for a fraction of a Share. Exercising a Stock Appreciation Right in any manner will decrease (x) the number of Shares thereafter available under the Stock Appreciation Right by the number of Shares as to which the Stock Appreciation Right is exercised and (y) the number of Shares thereafter available under the Plan by the number of Shares issued upon such exercise. (c) Expiration of Stock Appreciation Rights. A Stock Appreciation Right's Expiration Date will be set forth in the Award Agreement. A Stock Appreciation Right may expire before its expiration date under Sections 14 or 16(b) or under the Award Agreement (d) Tolling of Expiration. If exercising an Stock Appreciation Right prior to its expiration is not permitted because of Applicable Laws, other than the rules of any stock exchange or quotation system on which the Common Stock is listed or quoted, the Stock Appreciation Right will remain exercisable until 30 days after the first date on which exercise would no longer be prevented by such provisions. If this would result in the Stock Appreciation Right remaining exercisable past its Expiration Date, then it will remain exercisable only until the end of the later of (x) the first day on which its exercise would not be prevented by Section 19(a) and (y) its Expiration Date. View More
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to a Service Provider 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, Exercise Price (which may not be less than 100% of Fair Market Value on the term of the Stock Appreciation Right, Grant Date), its Expiration Date, 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) Administrator determines. (b) Payment of Stock Appreciation Right Amount. Upon exercise of When a Participant exercises a Stock Appreciation Right, a Participant he or she will be entitled to receive a payment from the Company in an amount determined by multiplying: equal to: (i) The the difference between the Fair Market Value of a Share on the date of exercise over and the exercise price; times Exercise Price multiplied by (ii) The the number of Shares with respect to which the Stock Appreciation Right is exercised. At the discretion of the Administrator, the payment Payment upon Stock Appreciation Right exercise may be made in cash, in Shares of equivalent value, or any combination of cash and Shares, with the determination of form of payment made by the Administrator. Shares issued upon exercise of a Stock Appreciation Right will be issued in some combination thereof. the name of the Participant. Until Shares are issued (as evidenced by the entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to a Stock Appreciation Right, despite the exercise of the Stock Appreciation Right. The Company will issue (or cause to be issued) such Shares promptly after the Stock Appreciation Right is exercised. A Stock Appreciation Right may not be exercised for a fraction of a Share. Exercising a Stock Appreciation Right in any manner will decrease (x) the number of Shares thereafter available under the Stock Appreciation Right by the number of Shares as to which the Stock Appreciation Right is exercised and (y) the number of Shares thereafter available under the Plan by the number of Shares issued upon such exercise. (c) Expiration of Stock Appreciation Rights. A Stock Appreciation Right's Expiration Date will be set forth in the Award Agreement. A Stock Appreciation Right may expire before its expiration date under Sections 14 or 16(b) or under the Award Agreement (d) Tolling of Expiration. If exercising an Stock Appreciation Right prior to its expiration is not permitted because of Applicable Laws, other than the rules of any stock exchange or quotation system on which the Common Stock is listed or quoted, the Stock Appreciation Right will remain exercisable until 30 days after the first date on which exercise would no longer be prevented by such provisions. If this would result in the Stock Appreciation Right remaining exercisable past its Expiration Date, then it will remain exercisable only until the end of the later of (x) the first day on which its exercise would not be prevented by Section 19(a) and (y) its Expiration Date. View More
Stock Appreciation Rights. (a) 7.1 Grant of Stock Appreciation Rights. Subject Stock Appreciation Rights may be granted to any Eligible Person selected by the terms and conditions Committee. Stock Appreciation Rights may be granted on a basis that allows for the exercise of the Plan, right by the Participant or that provides for the automatic payment of the right upon a specified date or event. Stock Appreciation Rights shall be non-transferable, except as provided in Section 15.3 hereof. All Stock Appreciation Rights gra...nted under the Plan are intended to comply with or otherwise be exempt from the requirements of Section 409A of the Code. 7.2 Stand-Alone and Tandem Stock Appreciation Rights. A Stock Appreciation Right may be granted without any related Stock Option, or may be granted in tandem with a Stock Option, either on the Date of Grant or at any time thereafter during the term of the Stock Option. The Committee shall in its discretion provide in an Award Agreement the time or times at which or the conditions upon which, a Stock Appreciation Right or portion thereof shall become vested and/or exercisable. The requirements for vesting and exercisability of a Stock Appreciation Right may be granted to based on the continued Service of a Service Provider at any Participant for a specified time period (or periods), on the attainment of a specified Performance Goal(s) or on such other terms and from time to time conditions as will be determined approved by the Administrator, Committee in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine If 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 vesting requirements of a Stock Appreciation Right are not satisfied, the Award shall be forfeited. A Stock Appreciation Right will be exercisable or payable at such time or times as set forth in Section 7(f) determined by the Committee; provided, that the maximum term of a Stock Appreciation Right shall be ten (10) years from the Date of Grant. The Committee may provide that a Stock Appreciation Right will cease to be exercisable upon or at the end of a period following a termination of Service for any reason. The base price of a Stock Appreciation Right granted without any related Stock Option shall be determined by the Administrator and will Committee in its discretion; provided, however, that the base price per share of any such stand-alone Stock Appreciation Right shall not be no less than one hundred percent (100%) of the Fair Market Value per Share of a share of Common Stock on the date 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 Grant. 7.3 Payment of Stock Appreciation Rights. A Stock Appreciation Right granted will entitle the holder, upon exercise or other payment of the Stock Appreciation Right, as applicable, to receive an amount determined by multiplying: (i) the excess of the Fair Market Value of a share of Common Stock on the date of exercise or payment of the Stock Appreciation Right over the base price of such Stock Appreciation Right, by (ii) the number of shares as to which such Stock Appreciation Right is exercised or paid. Payment of the amount determined under the Plan will expire upon the date determined foregoing 9 may be made, as approved by the Administrator, in its sole discretion, Committee and set forth in the Award Agreement. Notwithstanding Agreement, in shares of Common Stock valued at their Fair Market Value on the foregoing, the rules date of Section 6(d) relating exercise or payment, in cash or in a combination of shares of Common Stock and cash, subject to applicable tax withholding requirements. 7.4 Repricing Prohibited. Subject to the maximum term also will apply to Stock Appreciation Rights. (f) Payment anti-dilution adjustment provisions contained in Section 4.5 hereof, without the prior approval of the Company's stockholders, neither the Committee nor the Board shall cancel a Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive a payment from when the Company in an amount determined by multiplying: (i) The difference between base price per share exceeds the Fair Market Value of one share of Common Stock in exchange for cash or another Award (other than in connection with a Share Change in Control) or cause the cancellation, substitution or amendment of a Stock Appreciation Right that would have the effect of reducing the base price of such a Stock Appreciation Right previously granted under the Plan or otherwise approve any modification to such Stock Appreciation Right that would be treated as a "repricing" under the then applicable rules, regulations or listing requirements adopted by Nasdaq or other principal exchange on which the date of exercise over Common Stock is then listed. 7.5 Dividend Equivalent Rights. Except as otherwise determined by the exercise price; times (ii) The number of Shares Committee or as set forth in the Award Agreement, dividends may not be paid with respect to which the Stock Appreciation Right is exercised. At Rights and dividend equivalent rights may not be granted with respect to the discretion shares of the Administrator, the payment upon Common Stock subject to Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof. Rights. View More
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right Rights may be granted to a Service Provider at any time Participants in such number, and from time to time upon such terms and conditions, as will shall be determined by the Administrator, Committee in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any a. 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 shall be evidenced by an Award Agreement that will shall specify the exercise price, the term of the Stock Appreciation Right, the number of Shares covered by the Stock Appreciation Right, the conditions of exercise, upon which the Stock Appreciation Right shall become vested and exercisable and such other terms and conditions as the Administrator, in its sole discretion, will determine. (e) Expiration Committee shall determine and which are not inconsistent with the terms and conditions 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 Plan. b. Exercise Price. The exercise price per Share of a Stock Appreciation Right, a Participant will Right shall be entitled to receive a payment from the Company in an amount determined by multiplying: (i) The difference between the Committee at the time the Stock Appreciation Right is granted and shall be specified in the related Award Agreement; provided, however, that in no event shall the exercise price per Share of any Stock Appreciation Right be less than one hundred percent (100%) of the Fair Market Value of a Share on the date Date of Grant. c. Term. The term of a Stock Appreciation Right shall be determined by the Committee and set forth in the related Award Agreement; provided, however, that in no event shall the term of any Stock Appreciation Right exceed ten (10) years from its Date of Grant. d. Exercisability of Stock Appreciation Rights. A Stock Appreciation Right shall become vested and exercisable at such times and upon such terms and conditions as may be determined by the Committee and set forth in the related Award Agreement. Such terms and conditions may include, without limitation, the satisfaction of (i) performance goals based on one or more Performance Objectives, and/or (ii) time-based vesting requirements. e. Exercise of Stock Appreciation Rights. Except as otherwise provided in the Plan or in a related Award Agreement, a Stock Appreciation Right may be exercised for all or any portion of the Shares for 20 of 34 APPENDIX D: NORDSON CORPORATION 2012 STOCK INCENTIVE AND AWARD PLAN which it is then exercisable. A Stock Appreciation Right shall be exercised by the delivery of a notice of exercise over to the Company or its designee in a form specified by the Company which sets forth the number of Shares with respect to which the Stock Appreciation Right is to be exercised. Upon exercise, a Stock Appreciation Right shall entitle a Participant to an amount equal to (a) the excess of (i) the Fair Market Value of a Share on the exercise price; times date over (ii) The the exercise price per Share, multiplied by (b) the number of Shares with respect to which the Stock Appreciation Right is exercised. At the discretion of the Administrator, the payment upon A Stock Appreciation Right exercise may be settled in cash, whole Shares, cash or a combination thereof, as specified by the Committee in Shares of equivalent value, or in some combination thereof. the related Award Agreement. View More
Stock Appreciation Rights. (a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right Rights may be granted to a Service Provider at any time Participants in such number, and from time to time upon such terms and conditions, as will shall be determined by the Administrator, Committee in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any a. 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 shall be evidenced by an Award Agreement that will shall specify the exercise price, the term of the Stock Appreciation Right, the number of Shares covered by the Stock Appreciation Right, the conditions of exercise, upon which the Stock Appreciation Right shall become vested and exercisable and such other terms and conditions as the Administrator, in its sole discretion, will determine. (e) Expiration Committee shall determine and which are not inconsistent with the terms and conditions 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 Plan. b. Exercise Price. The exercise price per Share of a Stock Appreciation Right, a Participant will Right shall be entitled to receive a payment from the Company in an amount determined by multiplying: (i) The difference between the Committee at the time the Stock Appreciation Right is granted and shall be specified in the related Award Agreement; provided, however, that in no event shall the exercise price per Share of any Stock Appreciation Right be less than one hundred percent (100%) of the Fair Market Value of a Share on the date Date of Grant. c. Term. The term of a Stock Appreciation Right shall be determined by the Committee and set forth in the related Award Agreement; provided, however, that in no event shall the term of any Stock Appreciation Right exceed ten (10) years from its Date of Grant. d. Exercisability of Stock Appreciation Rights. A Stock Appreciation Right shall become vested and exercisable at such times and upon such terms and conditions as may be determined by the Committee and set forth in the related Award Agreement. Such terms and conditions may include, without limitation, the satisfaction of (i) performance goals based on one or more Performance Objectives, and/or (ii) time-based vesting requirements. e. Exercise of Stock Appreciation Rights. Except as otherwise provided in the Plan or in a related Award Agreement, a Stock Appreciation Right may be exercised for all or any portion of the Shares for 28 of 42 APPENDIX F: NORDSON CORPORATION 2012 STOCK INCENTIVE AND AWARD PLAN which it is then exercisable. A Stock Appreciation Right shall be exercised by the delivery of a notice of exercise over to the Company or its designee in a form specified by the Company which sets forth the number of Shares with respect to which the Stock Appreciation Right is to be exercised. Upon exercise, a Stock Appreciation Right shall entitle a Participant to an amount equal to (a) the excess of (i) the Fair Market Value of a Share on the exercise price; times date over (ii) The the exercise price per Share, multiplied by (b) the number of Shares with respect to which the Stock Appreciation Right is exercised. At the discretion of the Administrator, the payment upon A Stock Appreciation Right exercise may be settled in cash, whole Shares, cash or a combination thereof, as specified by the Committee in Shares of equivalent value, or in some combination thereof. the related Award Agreement. View More
Stock Appreciation Rights. (a) Grant Each Award Agreement reflecting the issuance of a Stock Appreciation Rights. Subject Right shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of such agreements may change from time to time, and the terms and conditions of separate agreements need not be identical, but each such agreement shall include (through incorporation of provisions hereof by reference in the Plan, a agreement or otherwise) the substance... of each of the following provisions: (a) Grant Price. 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. tandem with an Option or alone ("freestanding"). 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 grant price for the Shares that will determine the amount of the payment to be received upon exercise of a tandem Stock Appreciation Right as shall be equal to the exercise price of the related Option. The grant price of a freestanding Stock Appreciation Right shall be established in accordance with procedures for Options 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 7. (b) Term. 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 may be exercised upon such terms and conditions and for the term as the Committee determines in its sole discretion; provided, however, that, subject to earlier termination in accordance with the terms of Stock Appreciation Rights granted under the Plan. 7- (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Plan and the Award Agreement that will specify the exercise price, the term of evidencing the Stock Appreciation Right, the conditions maximum term of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A a freestanding Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, shall be ten years, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules case of Section 6(d) relating to the maximum term also will apply to a tandem Stock Appreciation Rights. (f) Payment Right, (a) the term shall not exceed the term of the related Option and (b) the tandem Stock Appreciation Right Amount. may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option, except that the tandem Stock Appreciation Right may be exercised only with respect to the shares for which its related Option is then exercisable. (c) Payment. Upon the exercise of a Stock Appreciation Right, a Participant will shall be entitled to receive a payment from the Company in an amount determined by multiplying: (i) The (a) the difference between the Fair Market Value of a Share the Common Stock on the date of exercise over the exercise price; times (ii) The grant price of the Stock Appreciation Right by (b) the number of Shares shares with respect to which the Stock Appreciation Right is exercised. At the discretion of the Administrator, Committee as set forth in the instrument evidencing the Award, the payment upon exercise of an Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or shares, in some combination thereof. thereof or in any other manner approved by the Committee in its sole discretion. View More
Stock Appreciation Rights. (a) 7.1 Grant of Stock Appreciation Rights. Subject Stock Appreciation Rights may be granted to any Eligible Person selected by the terms and conditions Committee. Stock Appreciation Rights may be granted on a basis that allows for the exercise of the Plan, right by the Participant or that provides for the automatic payment of the right upon a specified date or event. Stock Appreciation Rights shall be non-transferable, except as provided in Section 15.3 hereof. 7.2 Stand-Alone Stock Appreciatio...n Rights. A Stock Appreciation Right may be granted without any related Stock Option. The Committee shall in its discretion provide in an Award Agreement the time or times at which or the conditions upon which, a Stock Appreciation Right or portion thereof shall become vested and/or exercisable. The requirements for vesting 10 and exercisability of a Stock Appreciation Right may be granted to based on the continued Service of a Service Provider at any Participant with the Company or a Subsidiary for a specified time period (or periods), on the attainment of a specified Performance Goal(s) or on such other terms and from time to time conditions as will be determined approved by the Administrator, Committee in its sole discretion. (b) Number of Shares. The Administrator will have complete discretion to determine discretion, all as set forth in the number of Shares subject to any Award of Stock Appreciation Rights. (c) Exercise Price and Other Terms. The per Share exercise price for Agreement. If the Shares that will determine the amount of the payment to be received upon exercise vesting requirements of a Stock Appreciation Right are not satisfied, the Award shall be forfeited as set forth in Section 7(f) the Award Agreement. The Committee may accelerate the vesting or exercisability of any Stock Appreciation Right, including, without limitation, upon a Change in Control or upon termination of Service under certain circumstances as set forth in the Award Agreement or otherwise. A Stock Appreciation Right will be exercisable or payable at such time or times as determined by the Committee as set forth in the Award Agreement; provided, that the maximum term of a Stock Appreciation Right shall be ten (10) years from the Date of Grant. The Committee may provide that a Stock Appreciation Right will cease to be exercisable upon or at the end of a period following a termination of Service for any reason. The base price of a Stock Appreciation Right granted without any related Stock Option shall be determined by the Administrator and will Committee in its discretion; provided, however, that the base price per share of any such stand-alone Stock Appreciation Right shall not be no less than one hundred percent (100%) of the Fair Market Value per Share of a share of Common Stock on the date Date of grant. In the event a Grant. 7.3 Tandem Stock Option/Stock Appreciation Rights. A Stock Appreciation Right is may be granted in tandem with an Option, a Stock Option. A tandem Stock Option/Stock Appreciation Right will entitle the exercise holder to elect, as to all or any portion of the Stock Appreciation Right shall automatically result in the cancellation number of the Option. Otherwise, the Administrator, shares subject to the provisions of Award, to exercise either 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 Option or the Stock Appreciation Right, resulting in the conditions reduction of exercise, and such other terms and conditions the corresponding number of shares subject to the right so exercised as well as the Administrator, tandem right not so exercised. A Stock Appreciation Right granted in its sole discretion, tandem with a Stock Option hereunder shall have a base price per share equal to the per share exercise price of the Stock Option, will determine. (e) Expiration be vested and exercisable at the same time or times that a related Stock Option is vested and exercisable, and will expire no later than the time at which the related Stock Option expires. 7.4 Payment of Stock Appreciation Rights. A Stock Appreciation Right granted will entitle the holder, upon exercise or other payment of the Stock Appreciation Right, as applicable, to receive an amount determined by multiplying: (i) the excess of the Fair Market Value of a share of Common Stock on the date of exercise or payment of the Stock Appreciation Right over the base price of such Stock Appreciation Right, by (ii) the number of shares as to which such Stock Appreciation Right is exercised or paid. Payment of the amount determined under the Plan will expire upon the date determined foregoing may be made, as approved by the Administrator, in its sole discretion, Committee and set forth in the Award Agreement. Notwithstanding Agreement, in shares of Common Stock valued at their Fair Market Value on the foregoing, the rules date of Section 6(d) relating exercise or payment, in cash or in a combination of shares of Common Stock and cash, subject to applicable tax withholding requirements. 7.5 Repricing Prohibited. Subject to the maximum term also will apply to Stock Appreciation Rights. (f) Payment anti-dilution adjustment provisions contained in Section 4.5 hereof, without the prior approval of the Company's stockholders, neither the Committee nor the Board shall cancel a Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive a payment from when the Company in an amount determined by multiplying: (i) The difference between base price per share exceeds the Fair Market Value of one share of Common Stock in exchange for cash or another Award (other than in connection with a Share on Change in Control) or cause the date cancellation, substitution or amendment of exercise over the exercise price; times (ii) The number of Shares with respect to which the a Stock Appreciation Right is exercised. At that would have the discretion effect of reducing the Administrator, the payment upon base price of such a Stock Appreciation Right exercise may previously granted under the Plan or otherwise 11 approve any modification to such Stock Appreciation Right that would be in cash, in Shares of equivalent value, treated as a "repricing" under the then applicable rules, regulations or in some combination thereof. listing requirements adopted by The NASDAQ Global Market or other principal exchange on which the Common Stock is then listed. View More
