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 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 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 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 share of Common Stock 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. (1) A SAR granted in connection with an Option shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject become exercisable and shall expire according to the same vesting schedule and expiration 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, corresponding Option. A SAR granted independent of an Option shall vest and become 14 exercisable in such manner and on such date or dates or upon such event or events as determined by the Committee; provided, however, that, notwithstanding any such vesting dates or events, the 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 ten (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 shares of Common Stock 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. (2) 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 (1) 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 ninety (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. (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 Share one (1) share of Common Stock 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 required to be withheld. 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 Company shall pay such amount in cash, in Shares shares of equivalent value, Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Any fractional shares of Common Stock shall be settled in some combination thereof. cash. View More
Stock Appreciation Rights. (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 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 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 share of Common Stock 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 in the cancellation of the Option. Otherwise, the Administrator, subject become exercisable and shall expire according to the same vesting schedule and expiration 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, 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 events as determined by the Committee; provided, however, that notwithstanding any such vesting dates or events, the 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 ten (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 shares of Common Stock 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 (1) 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, 9each outstanding unvested SAR granted to such Participant shall immediately terminate and expire, and each outstanding vested SAR shall remain exercisable for ninety (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. (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 Share one (1) share of Common Stock 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 required to be withheld. 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 Company shall pay such amount in cash, in Shares shares of equivalent value, Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Any fractional shares of Common Stock shall be settled in some combination thereof. cash. View More
Stock Appreciation Rights. (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 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 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 share of Common Stock 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. 14 (c) Vesting and Expiration; Termination. (1) A SAR granted in connection with an Option shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject become exercisable and shall expire according to the same vesting schedule and expiration 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, 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 Committee; provided, however, that, notwithstanding any such vesting dates or events, the 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 ten (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 shares of Common Stock 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. (2) 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 (1) 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 ninety (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. (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 Share one (1) share of Common Stock 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 required to be withheld. 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 Company shall pay such amount in cash, in Shares shares of equivalent value, Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Any fractional shares of Common Stock shall be settled in some combination thereof. cash. View More
Stock Appreciation Rights. (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 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 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 share of Common Stock 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 in the cancellation of the Option. Otherwise, the Administrator, subject become exercisable and shall expire according to the same vesting schedule and expiration 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, 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 events as determined by the Committee; provided, however, that notwithstanding any such vesting dates or events, the 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 ten (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 shares of Common Stock 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 (1) 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 ninety (90) days thereafter (but in no event beyond the expiration of the SAR Period). 13 (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. (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 Share one (1) share of Common Stock 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 required to be withheld. 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 Company shall pay such amount in cash, in Shares shares of equivalent value, Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Any fractional shares of Common Stock shall be settled in some combination thereof. cash. View More
Stock Appreciation Rights. (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 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 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 share of Common Stock 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. (i) A SAR granted in connection with an Option shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject become exercisable and shall expire according to the same vesting schedule and expiration 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, corresponding Option. A SAR granted independent of an Option shall vest and become exercisable in its sole discretion, will determine. (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under such manner and on such date or dates or upon such event or events as determined by the Plan will Committee. (ii) SARs shall expire upon the a date determined by the Administrator, in its sole discretion, and set forth Committee, not to exceed ten (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 Award Agreement. Notwithstanding shares of Common Stock is prohibited by the foregoing, Company's insider trading policy (or Company-imposed "blackout period"), then the rules SAR Period shall be automatically extended until the thirtieth (30th) day following the expiration of Section 6(d) relating such prohibition. 13 (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. (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 Share one (1) share of Common Stock 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 required to be withheld. 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 Company shall pay such amount in cash, in Shares shares of equivalent value, Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Any fractional shares of Common Stock shall be settled in some combination thereof. cash. View More
Stock Appreciation Rights. (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 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 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 share of Common Stock 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 Price of the corresponding Option. (c) Vesting and Expiration. (i) A SAR granted in connection with an Option shall 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 and shall expire in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the "SAR Period"); provided, that if the SAR Period would expire at a time when trading in the shares of Common Stock is prohibited by the Company's insider trading policy (or Company-imposed "blackout period"), the SAR Period shall be automatically extended until the 30th day following the expiration of such prohibition. (ii) Unless otherwise provided by the Committee in an Award agreement or otherwise, in the event of (A) a Participant's Termination by the 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 13 unvested SAR granted to such Participant shall immediately terminate and expire, and each outstanding vested SAR shall remain exercisable for three (3) years thereafter (but in no event beyond the expiration of 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 ninety (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 Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were awarded. (e) Payment. Upon the exercise of a SAR, the Stock Appreciation Right Company shall automatically result in pay to the cancellation Participant an amount equal to the number of the Option. Otherwise, the Administrator, shares 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 SAR 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 are being exercised multiplied by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules excess 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 one share of Common Stock 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 required to be withheld. The number Company shall pay such amount in cash, in shares of Shares with respect Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Any fractional shares of Common Stock shall be settled in cash. (f) Substitution of SARs for Nonqualified Stock Options. The Committee shall have the authority in its sole discretion to which substitute, without the consent of the affected Participant or any holder or beneficiary of SARs, SARs settled in shares of Common Stock Appreciation Right is exercised. At (or settled in shares or cash in the sole discretion of the Administrator, Committee) for outstanding Nonqualified Stock Options, provided that (i) the payment upon substitution shall not otherwise result in a modification of the terms of any such Nonqualified Stock Appreciation Right exercise may Option, (ii) the number of shares of Common Stock underlying the substituted SARs shall be in cash, in Shares the same as the number of equivalent value, or in some combination thereof. shares of Common Stock underlying such Nonqualified Stock Options and (iii) the Strike Price of the substituted SARs shall be equal to the Exercise Price of such Nonqualified Stock Options. View More
Stock Appreciation Rights. (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 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 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 share of Common Stock 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 in the cancellation of the Option. Otherwise, the Administrator, subject become exercisable and shall expire according to the same vesting schedule and expiration 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, 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 events as determined by the Committee; provided, however, that notwithstanding any such vesting dates or events, the 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 ten (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 shares of Common Stock 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. 13 (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 (1) 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 ninety (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. (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 Share one (1) share of Common Stock 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 required to be withheld. 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 Company shall pay such amount in cash, in Shares shares of equivalent value, Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Any fractional shares of Common Stock shall be settled in some combination thereof. cash. View More
Stock Appreciation Rights. (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 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 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 share of Common Stock 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 in the cancellation of the Option. Otherwise, the Administrator, subject become exercisable and shall expire according to the same vesting schedule and expiration 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, corresponding Option. A SAR granted independent of an Option shall vest and become 13 exercisable in such manner and on such date or dates or upon such event or events as determined by the Committee; provided, however, that notwithstanding any such vesting dates or events, the 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 ten (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 shares of Common Stock 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 (1) 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 ninety (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. (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 Share one (1) share of Common Stock 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 required to be withheld. 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 Company shall pay such amount in cash, in Shares shares of equivalent value, Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Any fractional shares of Common Stock shall be settled in some combination thereof. cash. View More
Stock Appreciation Rights. (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 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 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 share of Common Stock 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. 13 (c) Vesting and Expiration; Termination. (i) A SAR granted in connection with an Option shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject become exercisable and shall expire according to the same vesting schedule and expiration 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, 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 Committee; provided, however, that notwithstanding any such vesting dates or events, the 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 ten (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 shares of Common Stock 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 (1) 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 ninety (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. (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 Share one (1) share of Common Stock 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 required to be withheld. 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 Company shall pay such amount in cash, in Shares shares of equivalent value, Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Any fractional shares of Common Stock shall be settled in some combination thereof. cash. View More
Stock Appreciation Rights. (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 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 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 share of Common Stock 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. 14 (c) Vesting and Expiration; Termination. (i) A SAR granted in connection with an Option shall automatically result in the cancellation of the Option. Otherwise, the Administrator, subject become exercisable and shall expire according to the same vesting schedule and expiration 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, 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 Committee; provided, however, that notwithstanding any such vesting dates or events, the 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 ten (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 shares of Common Stock 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 (1) 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 ninety (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. (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 Share one (1) share of Common Stock 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 required to be withheld. 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 Company shall pay such amount in cash, in Shares shares of equivalent value, Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Any fractional shares of Common Stock shall be settled in some combination thereof. cash. View More
