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 The Board may grant Awards consisting of stock appreciation rights ("SARs") entitling the holder, upon exercise, to receive an amount of Common Stock Appreciation Rights. Subject or cash or a combination thereof (such form 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, Board) determined by reference to appreciation, from and after the date of grant, in...its sole discretion. the fair market value of a share of Common Stock (valued in the manner determined by (or in the manner approved by) the Board) over the measurement price established pursuant to Section 6(b). The date as of which such appreciation is determined shall be the exercise date. (b) Number Measurement Price. The Board shall establish the measurement price of Shares. each SAR and specify it in the applicable SAR agreement. 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 measurement price for the Shares that will determine the amount shall not be less than 100% 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 Grant Date Fair Market Value per Share of the Common Stock on the date the SAR is granted; provided that if the Board approves the grant of grant. In an SAR effective as of a future date, the event a Stock Appreciation Right is granted in tandem with an Option, the exercise measurement price shall be not less than 100% of the Stock Appreciation Right Grant Date Fair Market Value on such future date. -6- (c) Duration of SARs. Each SAR shall automatically result in the cancellation of the Option. Otherwise, the Administrator, be exercisable at such times and 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, Board may specify in its sole discretion, the applicable SAR agreement; provided, however, that no SAR will determine. be granted with a term in excess of 10 years. (d) Exercise of SARs. SARs may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic) approved by the Company, together with any other documents required by the Board. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right Limitation on Repricing. Unless such action is approved by the Company's stockholders, the Company may not (except as provided for under Section 9): (1) amend any outstanding SAR granted under the Plan will expire upon to provide a measurement price per share that is lower than the date then-current measurement price per share of such outstanding SAR, (2) cancel any outstanding SAR (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan (other than Awards granted pursuant to Section 4(b)) covering the same or a different number of shares of Common Stock and having an exercise or measurement price per share lower than the then-current measurement price per share of the cancelled SAR, (3) cancel in exchange for a cash payment any outstanding SAR with a measurement price per share above the then-current fair market value of the Common Stock (valued in the manner determined by (or in a manner approved by) the Administrator, in its sole discretion, and set forth in Board) or (4) take any other action under the Award Agreement. Notwithstanding Plan that constitutes a "repricing" within the foregoing, meaning of 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. Exchange. View More
Stock Appreciation Rights. (a) Grant The Board may grant Awards consisting of stock appreciation rights ("SARs") entitling the holder, upon exercise, to receive a number of shares of Common Stock Appreciation Rights. Subject or an amount of cash or a combination thereof (such form 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, Board) determined by reference to appreciation, from and after... the date of grant, in its sole discretion. the fair market value of a share of Common Stock (valued in the manner determined by (or in the manner approved by) the Board) over the measurement price established pursuant to Section 6(b). The date as of which such appreciation is determined shall be the exercise date. (b) Number Measurement Price. The Board shall establish the measurement price of Shares. each SAR and specify it in the applicable SAR agreement. 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 measurement price for the Shares that will determine the amount shall not be less than 100% 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 Grant Date Fair Market Value per Share of a share of Common Stock covered by the SAR on the date the SAR is granted; provided that if the Board approves the grant of grant. In an SAR effective as of a future date, the event a Stock Appreciation Right is granted in tandem with an Option, the exercise measurement price shall be not less than 100% of the Stock Appreciation Right Grant Date Fair Market Value on such future date. (c) Duration of SARs. Each SAR shall automatically result in the cancellation of the Option. Otherwise, the Administrator, be exercisable at such times and 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, Board may specify in its sole discretion, the applicable SAR agreement; provided, however, that no SAR will determine. be granted with a term in excess of 10 years. (d) Exercise of SARs. SARs may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic) approved by the Company, together with any other documents required by the Board. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right Limitation on Repricing. Unless such action is approved by the Company's stockholders, the Company may not (except as provided for under Section 9): (1) amend any 5 outstanding SAR granted under the Plan will expire upon to provide a measurement price per share that is lower than the date then-current measurement price per share of such outstanding SAR, (2) cancel any outstanding SAR (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan (other than Awards granted pursuant to Section 4(b)) covering the same or a different number of shares of Common Stock and having an exercise or measurement price per share lower than the then-current measurement price per share of the cancelled SAR, (3) cancel in exchange for a cash payment any outstanding SAR with a measurement price per share above the then-current fair market value of the applicable Common Stock (valued in the manner determined by (or in a manner approved by) the Administrator, in its sole discretion, and set forth in Board) or (4) take any other action under the Award Agreement. Notwithstanding Plan that constitutes a "repricing" within the foregoing, meaning of 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. Exchange. View More
Stock Appreciation Rights. (a) Grant (a)General. The Board may grant Awards consisting of stock appreciation rights ("SARs") entitling the holder, upon exercise, to receive an amount of Common determined by reference to appreciation, from and after the date of grant, in the fair market value of a share of Common Stock Appreciation Rights. Subject (valued in the manner determined by (or in a manner approved by) the Board) over the measurement price established pursuant to Section 7(b). The date as of which such appreciatio...n is determined shall be the terms exercise date. (b)Measurement Price. The Board shall establish the measurement price of each SAR and conditions specify it in the applicable SAR agreement. The measurement price shall not be less than 100% 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 Grant Date Fair Market Value per Share of the Common Stock on the date the SAR is granted; provided that if the Board approves the grant of grant. In an SAR effective as of a future date, the event a Stock Appreciation Right is granted in tandem with an Option, the exercise measurement price shall be not less than 100% of the Stock Appreciation Right Grant Date Fair Market Value on such future date. (c) Duration of SARs. Each SAR shall automatically result in the cancellation of the Option. Otherwise, the Administrator, be exercisable at such times and 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, Board may specify in its sole discretion, the applicable SAR agreement; provided, however, that no SAR will determine. (e) Expiration be granted with a term in excess of Stock Appreciation Rights. A Stock Appreciation Right ten (10) years. (d)Exercise of SARs. SARs may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic) approved by the Company, together with any other documents required by the Board. (e)Limitation on Repricing. Unless such action is approved by the Company's stockholders, the Company may not (except as provided for under Section 10): (1) amend any outstanding SAR granted under the Plan will expire upon to provide a measurement price per share that is lower than the date then-current measurement price per share of such outstanding SAR, (2) cancel any outstanding SAR (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan (other than Awards granted pursuant to Section 4(c)) covering the same or a different number of shares of Common Stock and having a measurement price per share lower than the then-current measurement price per share of the cancelled SAR, (3) cancel in exchange for a cash payment any outstanding SAR with a measurement price per share above the then-current fair market value of the Common Stock (valued in the manner determined by (or in a manner approved by) the Administrator, in its sole discretion, and set forth in Board), or (4) take any other action under the Award Agreement. Notwithstanding Plan that constitutes a "repricing" within the foregoing, meaning of the rules of Section 6(d) relating the NASDAQ. (f)No Reload SARs. No SAR granted under the Plan shall contain any provision entitling the Participant to the maximum term also will apply to Stock Appreciation Rights. (f) Payment automatic grant of Stock Appreciation Right Amount. Upon additional SARs in connection with any 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, original SAR. (g)No Dividend Equivalents. No SAR shall provide for the payment upon Stock Appreciation Right exercise may be in cash, in Shares or accrual of equivalent value, or in some combination thereof. dividend equivalents. View More
Stock Appreciation Rights. (a) Grant The Board may grant Awards consisting of stock appreciation rights ("SARs") entitling the holder, upon exercise, to receive an amount of Common Stock Appreciation Rights. Subject or cash or a combination thereof (such form 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, Board) determined by reference to appreciation, from and after the date of grant, in...its sole discretion. the fair market value of a share of Common Stock (valued in the manner determined by (or in the manner approved by) the Board) over the measurement price established pursuant to Section 6(b). The date as of which such appreciation is determined shall be the exercise date. (b) Number Measurement Price. The Board shall establish the measurement price of Shares. each SAR and specify it in the applicable SAR agreement. 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 measurement price for the Shares that will determine the amount shall not be less than 100% 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 Grant Date Fair Market Value per Share of the Common Stock on the date the SAR is granted; provided that if the Board approves the grant of grant. In an SAR effective as of a future date, the event a Stock Appreciation Right is granted in tandem with an Option, the exercise measurement price shall be not less than 100% of the Stock Appreciation Right Grant Date Fair Market Value on such future date. (c) Duration of SARs. Each SAR shall automatically result in the cancellation of the Option. Otherwise, the Administrator, be exercisable at such times and 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, Board may specify in its sole discretion, the applicable SAR agreement; provided, however, that no SAR will determine. be granted with a term in excess of 10 years. -7- (d) Exercise of SARs. SARs may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic) approved by the Company, together with any other documents required by the Board. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right Limitation on Repricing. Unless such action is approved by the Company's stockholders, the Company may not (except as provided for under Section 9): (1) amend any outstanding SAR granted under the Plan will expire upon to provide a measurement price per share that is lower than the date then-current measurement price per share of such outstanding SAR, (2) cancel any outstanding SAR (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan (other than Awards granted pursuant to Section 4(b)) covering the same or a different number of shares of Common Stock and having an exercise or measurement price per share lower than the then-current measurement price per share of the cancelled SAR, (3) cancel in exchange for a cash payment any outstanding SAR with a measurement price per share above the then-current fair market value of the Common Stock (valued in the manner determined by (or in a manner approved by) the Administrator, in its sole discretion, and set forth in Board) or (4) take any other action under the Award Agreement. Notwithstanding Plan that constitutes a "repricing" within the foregoing, meaning of 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. Exchange. View More
Stock Appreciation Rights. (a) Grant The Board may grant Awards consisting of stock appreciation rights ("SARs") entitling the holder, upon exercise, to receive an amount of Common Stock Appreciation Rights. Subject or cash or a combination thereof (such form 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 d...iscretion 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 Board) determined by the Administrator reference to appreciation, from and will be no less than one hundred percent (100%) of the Fair Market Value per Share on after the date of grant. In the event a Stock Appreciation Right is granted grant, 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 share of Common Stock over the measurement price established pursuant to Section 6(b). The date as of which such appreciation is determined shall be the exercise date. (b) Measurement Price. The Board shall establish the measurement price of each SAR and specify it in the applicable SAR agreement. The measurement price shall not be less than 100% of the Fair Market Value on the date the SAR is granted; provided that if the Board approves the grant of an SAR effective as of a future date, the measurement price shall be not less than 100% of the Fair Market Value on such future date. (c) Duration of SARs. Each SAR shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable SAR agreement; provided, however, that no SAR will be granted with a term in excess of 10 years. (d) Exercise of SARs. SARs may be exercised by delivery to the Company of a notice of exercise over in a form (which may be electronic) approved by the exercise price; times (ii) The Company, together with any other documents required by the Board. (e) Limitation on Repricing. Unless such action is approved by the Company's stockholders, the Company may not (except as provided for under Section 9): (1) amend any outstanding SAR granted under the Plan to provide a measurement price per share that is lower than the then-current measurement price per share of such outstanding SAR, (2) cancel any outstanding SAR (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan (other than Awards granted pursuant to Section 4(c)) covering the same or a different number of Shares with respect to which shares of Common Stock and having an exercise or measurement price per share lower than the Stock Appreciation Right is exercised. At the discretion then-current measurement price per share of the Administrator, cancelled SAR, (3) cancel in exchange for a cash payment any outstanding SAR with a measurement price per share above the payment upon then-current Fair Market Value, other than pursuant to Section 9, or (4) take any other action under the Plan that constitutes a "repricing" within the meaning of the rules of the NASDAQ Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof. Market. View More
Stock Appreciation Rights. (a) Grant The Board may grant Awards consisting of stock appreciation rights ("SARs") entitling the holder, upon exercise, to receive an amount of Common Stock Appreciation Rights. Subject or cash or a combination thereof (such form 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, Board) determined by reference to appreciation, from and after the date of grant, in...its sole discretion. the fair market value of a share of Common Stock (valued in the manner determined by (or in the manner approved by) the Board) over the measurement price established pursuant to Section 6(b). The date as of which such appreciation is determined shall be the exercise date. (b) Number Measurement Price. The Board shall establish the measurement price of Shares. each SAR and specify it in the applicable SAR agreement. 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 measurement price for the Shares that will determine the amount shall not be less than 100% 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 Grant Date Fair Market Value per Share of the Common Stock on the date the SAR is granted; provided that if the Board approves the grant of grant. In an SAR effective as of a future date, the event a Stock Appreciation Right is granted in tandem with an Option, the exercise measurement price shall be not less than 100% of the Stock Appreciation Right Grant Date Fair Market Value on such future date. (c) Duration of SARs. Each SAR shall automatically result in the cancellation of the Option. Otherwise, the Administrator, be exercisable at such times and 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, Board may specify in its sole discretion, the applicable SAR agreement; provided, however, that no SAR will determine. be granted with a term in excess of 10 years. (d) Exercise of SARs. SARs may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic) approved by the Company, together with any other documents required by the Board. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right Limitation on Repricing. Unless such action is approved by the Company's stockholders, the Company may not (except as provided for under Section 9): (1) amend any outstanding SAR granted under the Plan will expire upon to provide a measurement price per share that is lower than the date then-current measurement price per share of such outstanding SAR, (2) cancel any outstanding SAR (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan (other than Awards granted pursuant to Section 4(b)) covering the same or a different number of shares of Common Stock and having an exercise or measurement price per share lower than the then-current measurement price per share of the cancelled SAR, (3) cancel in exchange for a cash payment any outstanding SAR with a measurement price per share above the then-current fair market value of the Common Stock (valued in the manner determined by (or in a manner approved by) the Administrator, in its sole discretion, and set forth in Board) or (4) take any other action under the Award Agreement. Notwithstanding Plan that constitutes a "repricing" within the foregoing, meaning of 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. Exchange. View More
Stock Appreciation Rights. 13 (a) Grant of Stock Appreciation Rights. Subject General. Each SAR granted under the Plan shall be evidenced by an Award Agreement. Each SAR so granted shall be 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 Awa...rd 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 this Section 7(f) will 8, and to such other conditions not inconsistent with the Plan as may be determined reflected in the applicable Award Agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible Persons independent of any Option. (b) Strike Price. Except as otherwise provided by the Administrator and will Committee in the case of Substitute Awards, the strike price ("Strike Price") per Ordinary Share for each SAR shall not be no less than one hundred percent (100%) 100% of the Fair Market Value per Share on of such share (determined as of the date Date of grant. In Grant). Notwithstanding the event foregoing, a Stock Appreciation Right is SAR granted in tandem with (or in substitution for) an Option, Option previously granted shall have a Strike Price equal to the exercise Exercise Price of the Stock Appreciation Right corresponding Option. (c) Vesting and Expiration; Termination. (i) A SAR granted in connection with an Option shall automatically result become exercisable and shall expire according to the same vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by the cancellation Committee including, without limitation, those set forth in Section 5(a) of the Option. Otherwise, Plan; provided, however, that notwithstanding any such vesting dates or events, 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, Committee may, in its sole discretion, will determine. (e) Expiration accelerate the vesting of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will any SAR at any time and for any reason. SARs shall expire upon the a date determined by the Administrator, in its sole discretion, and set forth Committee, not to exceed 10 years from the Date of Grant (the "SAR Period"); provided, that if the SAR Period would expire at a time when trading in the Ordinary Shares is prohibited by the Company's insider trading policy (or Company-imposed "blackout period"), then the SAR Period shall be automatically extended until the 30th day following the expiration of such prohibition. (ii) Unless otherwise provided by the Committee, whether in an Award Agreement. Notwithstanding Agreement or otherwise, in the foregoing, event of: (A) a Participant's Termination by the rules Service Recipient for Cause, all outstanding SARs granted to such Participant shall immediately terminate and expire; (B) a Participant's Termination due to death or Disability, each outstanding unvested SAR granted to such Participant shall immediately terminate and expire, and each outstanding vested SAR shall remain exercisable for one year thereafter (but in no event beyond the expiration of Section 6(d) relating the SAR Period); and (C) a Participant's Termination for any other reason, each outstanding unvested SAR granted to such Participant shall immediately terminate and expire, and each outstanding vested SAR shall remain exercisable for 90 days thereafter (but in no event beyond the expiration of the SAR Period). (d) Method of Exercise. SARs which have become exercisable may be exercised by delivery of written or electronic notice of exercise to the maximum term also will apply Company in accordance with the terms of the Award, specifying the number of SARs to Stock Appreciation Rights. (f) Payment of Stock Appreciation Right Amount. be exercised and the date on which such SARs were awarded. 14 (e) Payment. Upon the exercise of a Stock Appreciation Right, a Participant will be entitled to receive a payment from SAR, the Company in shall pay to the Participant an amount determined equal to the number of shares subject to the SAR that is being exercised multiplied by multiplying: (i) The difference between the excess of the Fair Market Value of a one Ordinary Share on the exercise date of exercise over the exercise price; times (ii) Strike Price, less an amount equal to any Federal, state, local, and non-U.S. income, employment, and any other applicable taxes and employee and, if applicable, employer social security contributions required to be withheld. The number of Shares with respect to which the Stock Appreciation Right is exercised. At the discretion of the Administrator, Company shall pay, or procure the payment upon Stock Appreciation Right exercise may be of, such amount in cash, in Ordinary Shares valued at Fair Market Value, or any combination thereof, as determined by the Committee. Any fractional Ordinary Shares shall be settled in cash. Where payment is made in Ordinary Shares, such payment may be satisfied by the transfer of equivalent value, or in some combination thereof. Ordinary Shares by the Trustee to the Participant. View More
Stock Appreciation Rights. (a) Grant The Board may grant Awards consisting of stock appreciation rights ("SARs") entitling the holder, upon exercise, to receive an amount of Common Stock Appreciation Rights. Subject or cash or a combination thereof (such form 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 d...iscretion 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 Board) determined by the Administrator reference to appreciation, from and will be no less than one hundred percent (100%) of the Fair Market Value per Share on after the date of grant. In the event a Stock Appreciation Right is granted grant, 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 share of Common Stock over the measurement price established pursuant to Section 6(b). The date as of which such appreciation is determined shall be the exercise date. (b) Measurement Price. The Board shall establish the measurement price of each SAR and specify it in the applicable SAR agreement. The measurement price shall not be less than 100% of the Fair Market Value on the date the SAR is granted. (c) Duration of SARs. Each SAR shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable SAR agreement; provided, however, that no SAR will be granted with a term in excess of 10 years. (d) Exercise of SARs. SARs may be exercised by delivery to the Company of a notice 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 in a form (which may be in cash, in Shares of equivalent value, or in some combination thereof. electronic) approved by the Company, together with any other documents required by the Board. View More
Stock Appreciation Rights. (a) Grant The Board may grant Awards consisting of stock appreciation rights ("SARs") entitling the holder, upon exercise, to receive an amount of Common Stock Appreciation Rights. Subject or cash or a combination thereof (such form 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 d...iscretion 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 Board) determined by the Administrator reference to appreciation, from and will be no less than one hundred percent (100%) of the Fair Market Value per Share on after the date of grant. In the event a Stock Appreciation Right is granted grant, 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 share of Common Stock over the measurement price established pursuant to Section 6(b). The date as of which such appreciation is determined shall be the exercise date. (b) Measurement Price. The Board shall establish the measurement price of each SAR and specify it in the applicable SAR agreement. The measurement price shall not be less than 100% of the Fair Market Value of the Common Stock on the date the SAR is granted. (c) Duration of SARs. Each SAR shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable SAR agreement; provided, however, that no SAR will be granted with a term in excess of 10 years. 4 (d) Exercise of SARs. SARs may be exercised by delivery to the Company of a notice 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 in a form (which may be in cash, in Shares of equivalent value, or in some combination thereof. electronic) approved by the Company, together with any other documents required by the Board. View More
Stock Appreciation Rights. (a) Grant The Board may grant Awards consisting of stock appreciation rights ("SARs") entitling the holder, upon exercise, to receive an amount of Common Stock Appreciation Rights. Subject or cash or -6- a combination thereof (such form 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, Board) determined by reference to appreciation, from and after the date of grant..., in its sole discretion. (b) Number the fair market value of Shares. a share of Common Stock (valued in the manner determined by (or in a manner approved by) the Board) over the measurement price established pursuant to Section 6(b). The Administrator will have complete discretion to determine date as of which such appreciation is determined shall be the number exercise date. (b)Measurement Price. The Board shall establish the measurement price of Shares subject to any Award of Stock Appreciation Rights. (c) Exercise Price each SAR and Other Terms. specify it in the applicable SAR agreement. The per Share exercise measurement price for the Shares that will determine the amount shall not be less than 100% 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 Grant Date Fair Market Value per Share of the Common Stock on the date the SAR is granted; provided that if the Board approves the grant of grant. In an SAR effective as of a future date, the event a Stock Appreciation Right is granted in tandem with an Option, the exercise measurement price shall be not less than 100% of the Stock Appreciation Right Grant Date Fair Market Value on such future date. (c)Duration of SARs. Each SAR shall automatically result in the cancellation of the Option. Otherwise, the Administrator, be exercisable at such times and 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, Board may specify in its sole discretion, the applicable SAR agreement; provided, however, that no SAR will determine. (e) Expiration be granted with a term in excess of Stock Appreciation Rights. A Stock Appreciation Right 10 years. (d)Exercise of SARs. SARs may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic) approved by the Company, together with any other documents required by the Board. (e)Limitation on Repricing. Unless such action is approved by the Company's stockholders, the Company may not (except as provided for under Section 10): (1) amend any outstanding SAR granted under the Plan will expire upon to provide a measurement price per share that is lower than the date then-current measurement price per share of such outstanding SAR, (2) cancel any outstanding SAR (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan (other than Awards granted pursuant to Section 4(c)) covering the same or a different number of shares of Common Stock and having a measurement price per share lower than the then-current measurement price per share of the cancelled SAR, (3) cancel in exchange for a cash payment any outstanding SAR with a measurement price per share above the then-current fair market value of the Common Stock (valued in the manner determined by (or in a manner approved by) the Administrator, in its sole discretion, and set forth in Board), or (4) take any other action under the Award Agreement. Notwithstanding Plan that constitutes a "repricing" within the foregoing, meaning of the rules of Section 6(d) relating the Exchange. (f)No Reload SARs. No SAR granted under the Plan shall contain any provision entitling the Participant to the maximum term also will apply to Stock Appreciation Rights. (f) Payment automatic grant of Stock Appreciation Right Amount. Upon additional SARs in connection with any 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, original SAR. (g)No Dividend Equivalents. No SAR shall provide for the payment upon Stock Appreciation Right exercise may be in cash, in Shares or accrual of equivalent value, or in some combination thereof. dividend equivalents. View More
