Stock Appreciation Rights Clause Example with 9 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. An SAR is a right to receive, without payment to the Company, a number of shares of Common Stock, cash or any combination thereof, the amount of which is determined pursuant to the formula set forth in Section 7.4. An SAR may be granted (a) with respect to any stock option granted under this Plan, either concurrently with the grant of such stock option or at such later time as determined by the Committee (as to all or any portion of the shares of Common Stock subject to the stock option), or (b)... alone, without reference to any related stock option. Each SAR granted by the Committee under this Plan shall be subject to the following terms and conditions: 7.1. Number; Exercise Price. Each SAR granted to any participant shall relate to such number of shares of Common Stock as shall be determined by the Committee, subject to adjustment as provided in Section 11.6. In the case of an SAR granted with respect to a stock option, the number of shares of Common Stock to which the SAR pertains shall be reduced in the same proportion that the holder of the option exercises the related stock option. The exercise price of an SAR will be determined by the Committee, in its discretion, at the date of grant but may not be less than 100% of the Fair Market Value of one share of Common Stock on the date of grant. 7.2. Duration. Subject to earlier termination as provided in Section 11.4, the term of each SAR shall be determined by the Committee but shall not exceed ten years and one day from the date of grant. Unless otherwise provided by the Committee, each SAR shall become exercisable at such time or times, to such extent and upon such conditions as the stock option, if any, to which it relates is exercisable. The Committee may in its discretion accelerate the exercisability of any SAR. 7.3. Exercise. An SAR may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of SARs which the holder wishes to exercise. Upon receipt of such written notice, the Company shall, within 90 days thereafter, deliver to the exercising holder certificates for the shares of Common Stock or cash or both, as determined by the Committee, to which the holder is entitled pursuant to Section 7.4. -4- 7.4. Payment. Subject to the right of the Committee to deliver cash in lieu of shares of Common Stock (which, as it pertains to officers and directors of the Company, shall comply with all requirements of the Exchange Act), the number of shares of Common Stock which shall be issuable upon the exercise of an SAR shall be determined by dividing: (a) the number of shares of Common Stock as to which the SAR is exercised multiplied by the amount of the appreciation in such shares (for this purpose, the "appreciation" shall be the amount by which the Fair Market Value of the shares of Common Stock subject to the SAR on the exercise date exceeds (1) in the case of an SAR related to a stock option, the exercise price of the shares of Common Stock under the stock option or (2) in the case of an SAR granted alone, without reference to a related stock option, an amount which shall be determined by the Committee at the time of grant, subject to adjustment under Section 11.6); by (b) the Fair Market Value of a share of Common Stock on the exercise date. In lieu of issuing shares of Common Stock upon the exercise of a SAR, the Committee may elect to pay the holder of the SAR cash equal to the Fair Market Value on the exercise date of any or all of the shares which would otherwise be issuable. No fractional shares of Common Stock shall be issued upon the exercise of an SAR; instead, the holder of the SAR shall be entitled to receive a cash adjustment equal to the same fraction of the Fair Market Value of a share of Common Stock on the exercise date or to purchase the portion necessary to make a whole share at its Fair Market Value on the date of exercise.View More
Variations of a "Stock Appreciation Rights" Clause from Business Contracts
Stock Appreciation Rights. An SAR A Stock Appreciation Right, or SAR, is a right to receive, without payment to the Company, a number of shares of Common Stock, Shares, cash or any combination thereof, the number or amount of which is determined pursuant to the formula set forth in Section 7.4. An SAR may be granted (a) with respect to any stock option granted under this Plan, either concurrently with the grant of such stock option or at such later time as determined by the Committee (as to all or any portion of the share...s of Common Stock subject to the stock option), or (b) alone, without reference to any related stock option. 7.5. Each SAR granted by the Committee under this the Plan shall be subject to the following terms and conditions: 7.1. Number; Exercise Price. conditions provided herein. 7.1 Number. Each SAR granted to any participant Participant shall relate to such number of shares of Common Stock as shall be determined by the Committee, subject to adjustment as provided in Section 11.6. In the case of an SAR granted with respect to a stock option, the number of shares of Common Stock to which the SAR pertains shall be reduced in the same proportion that the holder of the option exercises the related stock option. 5.4. 7.2 Exercise Price. The exercise price per Share of an a SAR will shall be determined by the Committee, subject to adjustment under Section 5.4; provided that in its discretion, at no event shall the date of grant but may not exercise price be less than 100% the fair market value of the Fair Market Value of one share of Common Stock a Share on the date of grant. 7.2. Duration. Subject to earlier termination as provided grant, except in the case of a SAR granted in assumption of or substitution for an outstanding award of a company acquired by the Company or with which the Company combines in accordance with the requirements of Section 11.4, the 409A. 7.3 Duration and Time for Exercise. The term of each SAR shall be determined by the Committee Committee, but shall not exceed a maximum term of ten years and one day from the date of grant. Unless otherwise provided by the Committee, each years. Each SAR shall become exercisable at such time or times, times during its term as shall be determined by the Committee, subject to such extent and upon such conditions as Section 5.3(d). Notwithstanding the stock option, if any, to which it relates is exercisable. The foregoing, the Committee may at any time in its discretion accelerate the exercisability of any SAR. 7.3. Exercise. An 7.4 Exercise and Payment. A SAR may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of SARs which that the holder wishes to exercise. Upon receipt of The date that the Company receives such written notice, the Company shall, within 90 days thereafter, deliver to the exercising holder certificates for the shares of Common Stock or cash or both, as determined by the Committee, to which the holder is entitled pursuant to Section 7.4. -4- 7.4. Payment. Subject to the right of the Committee to deliver cash in lieu of shares of Common Stock (which, as it pertains to officers and directors of the Company, shall comply with all requirements of the Exchange Act), the number of shares of Common Stock which notice shall be issuable upon referred to herein as the exercise of an SAR shall be determined by dividing: (a) the number of shares of Common Stock as to which the SAR is exercised multiplied by the amount of the appreciation in such shares (for this purpose, the "appreciation" shall be the amount by which the Fair Market Value of the shares of Common Stock subject to the SAR on the exercise date exceeds (1) in the case of an SAR related to a stock option, the exercise price of the shares of Common Stock under the stock option or (2) in the case of an SAR granted alone, without reference to a related stock option, an amount which shall be determined by the Committee at the time of grant, subject to adjustment under Section 11.6); by (b) the Fair Market Value of a share of Common Stock on the exercise date. In lieu of issuing shares of Common Stock upon the "exercise date." Upon exercise of a SAR, the Committee may elect to pay the holder of the SAR cash equal to the Fair Market Value on the exercise date of any or all of the shares which would otherwise be issuable. No fractional shares of Common Stock shall be issued upon the exercise of an SAR; instead, the holder of the SAR shall be entitled to receive a cash adjustment from the Company an amount equal to the same fraction number of Shares subject to the Fair Market Value SAR that are being exercised multiplied by the excess of (a) the fair market value of a share of Common Stock Share on the exercise date date, over (b) the exercise price specified of the SAR. Payment shall be made in the form of Shares, cash or a combination thereof, as determined by the Committee. 7.5 No Dividend Equivalent Rights. Participants holding SARs shall not be entitled to purchase any dividend equivalent rights for any period of time prior to exercise of the portion necessary to make a whole share at its Fair Market Value on the date of exercise. SAR. View More
Stock Appreciation Rights. An SAR A Stock Appreciation Right, or SAR, is a right to receive, without payment to the Company, a number of shares of Common Stock, Shares, cash or any combination thereof, the number or amount of which is determined pursuant to the formula set forth in Section 7.4. An SAR may be granted (a) with respect to any stock option granted under this Plan, either concurrently with the grant of such stock option or at such later time as determined by the Committee (as to all or any portion of the share...s of Common Stock subject to the stock option), or (b) alone, without reference to any related stock option. 7.5. Each SAR granted by the Committee under this the Plan shall be subject to the following terms and conditions: 7.1. Number; Exercise Price. conditions provided herein. 7.1 Number. Each SAR granted to any participant Participant shall relate to such number of shares of Common Stock as shall be determined by the Committee, subject to adjustment as provided in Section 11.6. In the case of an SAR granted with respect to a stock option, the number of shares of Common Stock to which the SAR pertains shall be reduced in the same proportion that the holder of the option exercises the related stock option. 5.4. 7.2 Exercise Price. The exercise price per Share of an a SAR will shall be determined by the Committee, subject to adjustment under Section 5.4; provided that in its discretion, at no event shall the date of grant but may not exercise price be less than 100% the fair market value of the Fair Market Value of one share of Common Stock a Share on the date of grant. 7.2. Duration. Subject to earlier termination as provided grant, except in the case of a SAR granted in assumption of or substitution for an outstanding award of a company acquired by the Company or with which the Company combines in accordance with the requirements of Section 11.4, the 409A. 7.3 Duration and Time for Exercise. The term of each SAR shall be determined by the Committee Committee, but shall not exceed a maximum term of ten years and one day from the date of grant. Unless otherwise provided by the Committee, each years. Each SAR shall become exercisable at such time or times, times during its term as shall be determined by the Committee, subject to such extent and upon such conditions as Section 5.3(c). Notwithstanding the stock option, if any, to which it relates is exercisable. The foregoing, the Committee may at any time in its discretion accelerate the exercisability of any SAR. 7.3. Exercise. An 7.4 Exercise and Payment. A SAR may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of SARs which that the holder wishes to exercise. Upon receipt of The date that the Company receives such written notice, the Company shall, within 90 days thereafter, deliver to the exercising holder certificates for the shares of Common Stock or cash or both, as determined by the Committee, to which the holder is entitled pursuant to Section 7.4. -4- 7.4. Payment. Subject to the right of the Committee to deliver cash in lieu of shares of Common Stock (which, as it pertains to officers and directors of the Company, shall comply with all requirements of the Exchange Act), the number of shares of Common Stock which notice shall be issuable upon referred to herein as the exercise of an SAR shall be determined by dividing: (a) the number of shares of Common Stock as to which the SAR is exercised multiplied by the amount of the appreciation in such shares (for this purpose, the "appreciation" shall be the amount by which the Fair Market Value of the shares of Common Stock subject to the SAR on the exercise date exceeds (1) in the case of an SAR related to a stock option, the exercise price of the shares of Common Stock under the stock option or (2) in the case of an SAR granted alone, without reference to a related stock option, an amount which shall be determined by the Committee at the time of grant, subject to adjustment under Section 11.6); by (b) the Fair Market Value of a share of Common Stock on the exercise date. In lieu of issuing shares of Common Stock upon the "exercise date." Upon exercise of a SAR, the Committee may elect to pay the holder of the SAR cash equal to the Fair Market Value on the exercise date of any or all of the shares which would otherwise be issuable. No fractional shares of Common Stock shall be issued upon the exercise of an SAR; instead, the holder of the SAR shall be entitled to receive a cash adjustment from the Company an amount equal to the same fraction number of Shares subject to the Fair Market Value SAR that are being exercised multiplied by the excess of (a) the fair market value of a share of Common Stock Share on the exercise date date, over (b) the exercise price specified of the SAR. Payment shall be made in the form of Shares, cash or a combination thereof, as determined by the Committee. 7.5 No Dividend Equivalent Rights. Participants holding SARs shall not be entitled to purchase any dividend equivalent rights for any period of time prior to exercise of the portion necessary to make a whole share at its Fair Market Value on the date of exercise. SAR. View More
Stock Appreciation Rights. An SAR 9.1. Grant of Stock Appreciation Rights. A stock appreciation right, or SAR, is a right to receive, without payment to the Company, a number of shares of Common Stock, cash or any combination thereof, the number or amount of which is determined pursuant to the formula set forth in Section 7.4. An SAR may be granted (a) with respect to any stock option granted under this Plan, either concurrently with the grant of such stock option or at such later time as determined by the Committee (as t...o all or any portion of the shares of Common Stock subject to the stock option), or (b) alone, without reference to any related stock option. 9.5. Each SAR granted by the Committee under this the Plan shall be subject to the following terms and conditions: 7.1. Number; Exercise Price. conditions provided herein. 9.2. Number. Each SAR granted to any participant shall relate to such number of shares of Common Stock as shall be determined by the Committee, subject to adjustment as provided in Section 11.6. In the case of an SAR granted with respect to a stock option, the number of shares of Common Stock to which the SAR pertains shall be reduced in the same proportion that the holder of the option exercises the related stock option. 12.5. 9.3. Duration and Time for Exercise. The exercise price of an SAR will be determined by the Committee, in its discretion, at the date of grant but may not be less than 100% of the Fair Market Value of one share of Common Stock on the date of grant. 7.2. Duration. Subject to earlier termination as provided in Section 11.4, the term of each SAR shall be determined by the Committee Committee, but shall not exceed a maximum term of ten years and one day from the date of grant. Unless otherwise provided by the Committee, each years. Each SAR shall become exercisable at such time or times, times during its term as shall be determined by the Committee; provided that, except as provided in Section 5.3(c), SARs shall not become fully exercisable prior to such extent and upon such conditions as the stock option, if any, third anniversary of the date of grant with incremental vesting of portions of the award over the three-year period permitted (provided, however, that no portion of the award may become exercisable prior to which it relates is exercisable. The the first anniversary of the date of grant). Notwithstanding the foregoing, the Committee may in its discretion accelerate the exercisability of any SAR. 7.3. SAR (1) as provided under Section 12.3 in the event of termination of employment under the circumstances provided in the Incentive Agreement, and (2) as described in Section 12.10 in connection with a Change of Control. 9.4. Exercise. An A SAR may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of SARs which that the holder wishes to exercise. Upon receipt of The date that the Company receives such written notice, notice shall be referred to herein as the "Exercise Date." The Company shall, within 90 30 days thereafter, of an Exercise Date, deliver to the exercising holder certificates for the shares of Common Stock or cash or both, as determined by the Committee, to which the holder is entitled pursuant to Section 7.4. -4- 7.4. 9.5 or cash or both, as provided in the Incentive Agreement. 9.5. Payment. Subject to the right of the Committee to deliver cash in lieu of shares of Common Stock (which, as it pertains to officers and directors of the Company, shall comply with all requirements of the Exchange Act), the The number of shares of Common Stock which shall be issuable upon the exercise of an a SAR payable in Common Stock shall be determined by dividing: (a) (i) the number of shares of Common Stock as to which the SAR is exercised exercised, multiplied by the amount of the appreciation in each such shares share (for this purpose, the "appreciation" shall be the amount by which the Fair Market Value of the shares a share of Common Stock subject to the SAR on the exercise date trading day prior to the Exercise Date exceeds (1) in the case "Base Price," which is an amount, not less than the Fair Market Value of an SAR related to a stock option, the exercise price of the shares share of Common Stock under on the stock option or (2) in the case date of an SAR granted alone, without reference to a related stock option, an amount grant, which shall be determined by the Committee at the time of grant, subject to adjustment under Section 11.6); 12.5); by (b) (ii) the Fair Market Value of a share of Common Stock on the exercise date. In lieu of issuing shares of Common Stock upon the exercise of a SAR, the Committee may elect to pay the holder of the SAR cash equal to the Fair Market Value on the exercise date of any or all of the shares which would otherwise be issuable. Exercise Date. No fractional shares of Common Stock shall be issued upon the exercise of an a SAR; instead, the holder of the a SAR shall be entitled to receive a cash adjustment equal to the same fraction of the Fair Market Value of a share of Common Stock on the exercise date or to purchase the portion necessary to make a whole share at its Fair Market Value on the date Exercise Date. If so provided in the Incentive Agreement, a SAR may be exercised for cash equal to the Fair Market Value of exercise. the shares of Common Stock that would be issuable under this Section 9.5, if the exercise had been for Common Stock. 9.6. No Dividend Equivalent Rights. A participant receiving an SAR shall not be entitled to any dividend equivalent rights for any period of time prior to exercise of the SAR. View More
Stock Appreciation Rights. An SAR 9.1 Grant of Stock Appreciation Rights. A stock appreciation right, or SAR, is a right to receive, without payment to the Company, a number of shares of Common Stock, cash or any combination thereof, the number or amount of which is determined pursuant to the formula set forth in Section 7.4. An SAR may be granted (a) with respect to any stock option granted under this Plan, either concurrently with the grant of such stock option or at such later time as determined by the Committee (as to... all or any portion of the shares of Common Stock subject to the stock option), or (b) alone, without reference to any related stock option. 9.5. Each SAR granted by the Committee under this the Plan shall be subject to the following terms and conditions: 7.1. Number; Exercise Price. conditions provided herein. 9.2 Number. Each SAR granted to any participant shall relate to such number of shares of Common Stock as shall be determined by the Committee, subject to adjustment as provided in Section 11.6. In the case of an SAR granted with respect to a stock option, the number of shares of Common Stock to which the SAR pertains shall be reduced in the same proportion that the holder of the option exercises the related stock option. 13.5. 9.3 Duration and Time for Exercise. The exercise price of an SAR will be determined by the Committee, in its discretion, at the date of grant but may not be less than 100% of the Fair Market Value of one share of Common Stock on the date of grant. 7.2. Duration. Subject to earlier termination as provided in Section 11.4, the term of each SAR shall be determined by the Committee Committee, but shall not exceed a maximum term of ten years and one day from the date of grant. Unless otherwise provided by the Committee, each years. Each SAR shall become exercisable at such time or times, times during its term as shall be determined by the Committee, provided that SARs granted to such extent and upon such conditions as employees may not become fully exercisable prior to the stock option, if any, third anniversary of the date of grant, with incremental vesting of portions of the award over the three-year period permitted (provided, however, that no portion of the award may be scheduled to which it relates is exercisable. The vest prior to the first anniversary of the date of grant). Notwithstanding the foregoing, the Committee may at any time in its discretion accelerate the exercisability of any SAR. 7.3. 8 9.4 Exercise. An A SAR may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of SARs which that the holder wishes to exercise. Upon receipt of The date that the Company receives such written notice, notice shall be referred to herein as the "Exercise Date." The Company shall, within 90 30 days thereafter, of an Exercise Date, deliver to the exercising holder certificates for the shares of Common Stock or cash or both, as determined by the Committee, to which the holder is entitled pursuant to Section 7.4. -4- 7.4. 9.5 or cash or both, as provided in the Incentive Agreement. 9.5 Payment. Subject to the right of the Committee to deliver cash in lieu of shares of Common Stock (which, as it pertains to officers and directors of the Company, shall comply with all requirements of the Exchange Act), the The number of shares of Common Stock which shall be issuable upon the exercise of an a SAR payable in Common Stock shall be determined by dividing: (a) A. the number of shares of Common Stock as to which the SAR is exercised exercised, multiplied by the amount of the appreciation in each such shares share (for this purpose, the "appreciation" shall be the amount by which the Fair Market Value of the shares a share of Common Stock subject to the SAR on the exercise date Exercise Date exceeds (1) in the case "Base Price," which is an amount, not less than the Fair Market Value of an SAR related to a stock option, the exercise price of the shares share of Common Stock under on the stock option or (2) in the case date of an SAR granted alone, without reference to a related stock option, an amount grant, which shall be determined by the Committee at the time of grant, subject to adjustment under Section 11.6); 13.5); by (b) B. the Fair Market Value of a share of Common Stock on the exercise date. In lieu of issuing shares of Common Stock upon the exercise of a SAR, the Committee may elect to pay the holder of the SAR cash equal to the Fair Market Value on the exercise date of any or all of the shares which would otherwise be issuable. Exercise Date. No fractional shares of Common Stock shall be issued upon the exercise of an a SAR; instead, the holder of the a SAR shall be entitled to receive a cash adjustment equal to the same fraction of the Fair Market Value of a share of Common Stock on the exercise date or to purchase the portion necessary to make a whole share at its Fair Market Value on the date Exercise Date. 9.6 No Dividend Equivalent Rights. Participants holding SARs shall not be entitled to any dividend equivalent rights for any period of exercise. time prior to exercise of the stock option. View More
Stock Appreciation Rights. An SAR 9.1 Grant of Stock Appreciation Rights. A stock appreciation right, or SAR, is a right to receive, without payment to the Company, a number of shares of Common Stock, cash or any combination thereof, the number or amount of which is determined pursuant to the formula set forth in Section 7.4. An SAR may be granted (a) with respect to any stock option granted under this Plan, either concurrently with the grant of such stock option or at such later time as determined by the Committee (as to... all or any portion of the shares of Common Stock subject to the stock option), or (b) alone, without reference to any related stock option. 9.5. Each SAR granted by the Committee under this the Plan shall be subject to the following terms and conditions: 7.1. Number; Exercise Price. conditions provided herein. 9.2 Number. Each SAR granted to any participant shall relate to such number of shares of Common Stock as shall be determined by the Committee, subject to adjustment as provided in Section 11.6. In the case of an SAR granted with respect to a stock option, the number of shares of Common Stock to which the SAR pertains shall be reduced in the same proportion that the holder of the option exercises the related stock option. 12.5. 9.3 Duration and Time for Exercise. The exercise price of an SAR will be determined by the Committee, in its discretion, at the date of grant but may not be less than 100% of the Fair Market Value of one share of Common Stock on the date of grant. 7.2. Duration. Subject to earlier termination as provided in Section 11.4, the term of each SAR shall be determined by the Committee Committee, but shall not exceed a maximum term of ten years and one day from the date of grant. Unless otherwise provided by the Committee, each years. Each SAR shall become exercisable at such time or times, to such extent and upon such conditions times during its term as shall be determined by the stock option, if any, to which it relates is exercisable. The Committee. Notwithstanding the foregoing, the Committee may in its discretion accelerate the exercisability of any SAR. 7.3. SAR at any time in its discretion in addition to the automatic acceleration of SARs under Section 12.10. 7 9.4 Exercise. An A SAR may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of SARs which that the holder wishes to exercise. Upon receipt of The date that the Company receives such written notice, notice shall be referred to herein as the "Exercise Date." The Company shall, within 90 30 days thereafter, of an Exercise Date, deliver to the exercising holder certificates for the shares of Common Stock or cash or both, as determined by the Committee, to which the holder is entitled pursuant to Section 7.4. -4- 7.4. 9.5 or cash or both, as provided in the Incentive Agreement. 9.5 Payment. Subject to the right of the Committee to deliver cash in lieu of shares of Common Stock (which, as it pertains to officers and directors of the Company, shall comply with all requirements of the Exchange Act), the The number of shares of Common Stock which shall be issuable upon the exercise of an a SAR payable in Common Stock shall be determined by dividing: (a) the number of shares of Common Stock as to which the SAR is exercised exercised, multiplied by the amount of the appreciation in each such shares share (for this purpose, the "appreciation" shall be the amount by which the Fair Market Value of the shares a share of Common Stock subject to the SAR on the exercise date trading day prior to the Exercise Date exceeds (1) in the case "Base Price," which is an amount, not less than the Fair Market Value of an SAR related to a stock option, the exercise price of the shares share of Common Stock under on the stock option or (2) in the case date of an SAR granted alone, without reference to a related stock option, an amount grant, which shall be determined by the Committee at the time of grant, subject to adjustment under Section 11.6); 12.5); by (b) the Fair Market Value of a share of Common Stock on the exercise date. In lieu of issuing shares of Common Stock upon the exercise of a SAR, the Committee may elect to pay the holder of the SAR cash equal to the Fair Market Value on the exercise date of any or all of the shares which would otherwise be issuable. Exercise Date. No fractional shares of Common Stock shall be issued upon the exercise of an a SAR; instead, the holder of the a SAR shall be entitled to receive a cash adjustment equal to the same fraction of the Fair Market Value of a share of Common Stock on the exercise date or to purchase the portion necessary to make a whole share at its Fair Market Value on the date Exercise Date. If so provided in the Incentive Agreement, a SAR may be exercised for cash equal to the Fair Market Value of exercise. the shares of Common Stock that would be issuable under this Section 9.5, if the exercise had been for Common Stock. View More
Stock Appreciation Rights. An A SAR is a right to receive, without payment to the Company, a number of shares of Common Stock, cash or any combination thereof, the amount of which is determined pursuant to the formula set forth in Section 7.4. An 5.4. A SAR may be granted (a) with respect to any stock option granted under this Plan, either concurrently with the grant of such stock option or at such later time as determined by the Committee Board (as to all or any portion of the shares of Common Stock subject to the stock ...option), or (b) alone, without reference to any related stock option. Each SAR granted by the Committee under this Plan shall be subject to the following terms and conditions: 7.1. Number; Exercise Price. 5.1. Number. Each SAR granted to any participant shall relate to such number of shares of Common Stock as shall be determined by the Committee, Board, subject to adjustment as provided in Section 11.6. connection with a Capitalization Adjustment. In the case of an a SAR granted with respect to a stock option, the number of shares of Common Stock to which the SAR pertains shall be reduced in the same proportion that the holder of the option exercises the related stock option. The exercise price of an SAR will be determined by the Committee, in its discretion, at the date of grant but may not be less than 100% of the Fair Market Value of one share of Common Stock on the date of grant. 7.2. 6 5.2. Duration. Subject to earlier termination as provided in Section 11.4, 10.2, the term of each SAR shall be determined by the Committee Board but shall not exceed ten years and one day from the date of grant. Unless otherwise provided by the Committee, Board, each SAR shall become exercisable at such time or times, to such extent and upon such conditions as the stock option, if any, to which it relates is exercisable. The Committee may in its discretion accelerate the exercisability of any SAR. 7.3. 5.3. Exercise. An A SAR may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of SARs which the holder wishes to exercise. Upon receipt of such written notice, the Company shall, within 90 days thereafter, deliver to the exercising holder certificates for the shares of Common Stock or cash or both, as determined by the Committee, to which the holder is entitled pursuant to Section 7.4. -4- 7.4. 5.4. 5.4. Payment. Subject to the right of the Committee Board to deliver cash in lieu of shares of Common Stock (which, as it pertains to officers Officers and directors of the Company, Directors, shall comply with all requirements of the Exchange Act), the number of shares of Common Stock which shall be issuable upon the exercise of an a SAR shall be determined by dividing: (a) the number of shares of Common Stock as to which the SAR is exercised multiplied by the amount of the appreciation in such shares (for this purpose, the "appreciation" shall be the amount by which the Fair Market Value of the shares of Common Stock subject to the SAR on the exercise date exceeds (1) in the case of an a SAR related to a stock option, the exercise purchase price of the shares of Common Stock under the stock option or (2) in the case of an a SAR granted alone, without reference to a related stock option, an amount which shall be determined by the Committee Board at the time of grant, subject to adjustment under Section 11.6); 10.6); by (b) the Fair Market Value of a share of Common Stock on the exercise date. In lieu of issuing shares of Common Stock upon the exercise of a SAR, the Committee Board may elect to pay the holder of the SAR cash equal to the Fair Market Value on the exercise date of any or all of the shares which would otherwise be issuable. No fractional shares of Common Stock shall be issued upon the exercise of an a SAR; instead, the holder of the SAR shall be entitled to receive a cash adjustment equal to the same fraction of the Fair Market Value of a share of Common Stock on the exercise date or to purchase the portion necessary to make a whole share at its Fair Market Value on the date of exercise. View More
Stock Appreciation Rights. An SAR is a right to receive, without payment to the Company, a number of shares of Common Stock, cash or any combination thereof, the amount of which is determined pursuant to the formula set forth in Section 7.4. An SAR may be granted (a) with respect to any stock option Option granted under this Plan, either concurrently with the grant of such stock option Option or at such later time as determined by the Committee (as to all or any portion of the shares of Common Stock subject to the stock o...ption), Option), or (b) alone, without reference to any related stock option. Option. Each SAR granted by the Committee under this Plan shall be subject to the following terms and conditions: 7.1. Number; Exercise Price. conditions. Each SAR granted to any participant shall relate to such number of shares of Common Stock as shall be determined by the Committee, subject to adjustment as provided in Section 11.6. 13. In the case of an SAR granted with respect to a stock option, an Option, the number of shares of Common Stock to which the SAR pertains shall be reduced in the same proportion that the holder of the option Option exercises the related stock option. Option. The exercise price of an SAR will be determined by the Committee, in its discretion, at the date of grant but may not be less than 100% of the Fair Market Value of one share the shares of Common Stock subject thereto on the date of grant. 7.2. Duration. Subject to earlier termination as provided in Section 11.4, the term of each SAR shall be determined by the Committee but shall not exceed ten years and one day from the date of grant. Unless otherwise provided by the Committee, each SAR shall become exercisable at such time or times, to such extent and upon such conditions as the stock option, if any, to which it relates is exercisable. The Committee may in its discretion accelerate the exercisability of any SAR. 7.3. Exercise. An SAR may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of SARs which the holder wishes to exercise. Upon receipt of such written notice, the Company shall, within 90 days thereafter, deliver to the exercising holder certificates for the shares of Common Stock or cash or both, as determined by the Committee, to which the holder is entitled pursuant to Section 7.4. -4- 7.4. Payment. Subject to the right of the Committee to deliver cash in lieu of shares of Common Stock (which, as it pertains to officers and directors of the Company, shall comply with all requirements of the Exchange Act), the number of shares of Common Stock which shall be issuable upon the exercise of an SAR shall be determined by dividing: (a) the number of shares of Common Stock as to which the SAR is exercised multiplied by the amount of the appreciation in such shares (for this purpose, the "appreciation" shall be the amount by which the Fair Market Value of the shares of Common Stock subject to the SAR on the exercise date exceeds (1) in the case of an SAR related to a stock option, an Option, the exercise price of the shares of Common Stock under the stock option Option or (2) in the case of an SAR granted alone, without reference to a related stock option, Option, an amount which shall be determined by the Committee at the time of grant, subject to adjustment under Section 11.6); 13); by (b) the Fair Market Value of a share of Common Stock on the exercise date. In lieu of issuing shares of Common Stock upon the exercise of a SAR, the Committee may elect to pay the holder of the SAR cash equal to the Fair Market Value on the exercise date of any or all of the shares which would otherwise be issuable. No fractional shares of Common Stock shall be issued upon the exercise of an SAR; instead, the holder of the SAR shall be entitled to receive a cash adjustment equal to the same fraction of the Fair Market Value of a share of Common Stock on the exercise date or to purchase the portion necessary to make a whole share at its Fair Market Value on the date of exercise. The exercise of an SAR related to an Option shall be permitted only to the extent that the Option is exercisable under Section 8 on the date of surrender. Any ISO surrendered pursuant to the provisions of this Section 15 shall be deemed to have been converted into a NSO immediately prior to such surrender. View More
Stock Appreciation Rights. An SAR is a right to receive, without payment to the Company, a number of shares of Common Stock, cash or any combination thereof, the amount of which is determined pursuant to the formula set forth in Section 7.4. 7.5. An SAR may be granted (a) with respect to any stock option granted under this Plan, either concurrently with the grant of such stock option or at such later time as determined by the Committee (as to all or any portion of the shares of Common Stock subject to the stock option), o...r (b) alone, without reference to any related stock option. Each SAR granted by the Committee under this Plan shall be subject to the following terms and conditions: 7.1. Number; Exercise Price. The exercise price per share of any SAR granted without reference to a stock option shall be determined by the Committee, subject to adjustment under Section 9.6. Notwithstanding the foregoing sentence, except as permitted under Section 9.16, the exercise price per share shall not be less than the Fair Market Value of the Common Stock on the Grant Date unless the SAR satisfies the provisions of Code Section 409A. 7.2. Number. Each SAR granted to any participant shall relate to such number of shares of Common Stock as shall be determined by the Committee, subject to adjustment as provided in Section 11.6. 9.6. In the case of an SAR granted with respect to a stock option, the number of shares of Common Stock to which the SAR pertains relates shall be reduced in the same proportion that the holder of the option exercises the related stock option. The exercise price Notwithstanding the foregoing, the limitation on grants under Section 5.4 shall apply to grants of an SAR will be determined by SARs under the Committee, in its discretion, at the date of grant but may not be less than 100% of the Fair Market Value of one share of Common Stock on the date of grant. 7.2. Plan 7.3. Duration. Subject to earlier termination as provided in Section 11.4, 9.3, the term of each SAR shall be determined by the Committee but shall not exceed ten years and one day from the date of grant. Grant Date. Unless otherwise provided by the Committee, each SAR shall become exercisable at such time or times, to such extent and upon such conditions as the stock option, if any, to which it relates is exercisable. The Committee may in its discretion accelerate the exercisability of any SAR. 7.3. Subject to the first sentence of this paragraph, the Committee may extend the term of any SAR to the extent provided in Section 9.4. 7.4. Exercise. An SAR may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of SARs which the holder wishes to exercise. Upon receipt of such written notice, the Company shall, within 90 days thereafter, deliver to the exercising holder certificates for the shares of Common Stock or cash or both, as determined by the Committee, to which the holder is entitled pursuant to Section 7.4. -4- 7.4. Payment. Subject to the right 7.5. 7.5. Issuance of the Committee to deliver cash in lieu of shares of Common Stock (which, as it pertains to officers and directors of the Company, shall comply with all requirements of the Exchange Act), the Shares Upon Exercise. The number of shares of Common Stock which shall be issuable upon the exercise of an SAR shall be determined by dividing: 4 (a) the number of shares of Common Stock as to which the SAR is exercised multiplied by the amount of the appreciation in such shares (for this purpose, the "appreciation" shall be the amount by which the Fair Market Value of the shares of Common Stock subject to the SAR on the exercise date exceeds (1) in the case of an SAR related to a stock option, the exercise purchase price of the shares of Common Stock under the stock option or (2) in the case of an SAR granted alone, without reference to a related stock option, an amount which shall be determined by the Committee at the time of grant, subject to adjustment under Section 11.6); 9.6); by (b) the Fair Market Value of a share of Common Stock on the exercise date. In lieu of issuing shares of Common Stock upon the exercise of a SAR, the Committee may elect to pay the holder of the SAR cash equal to the Fair Market Value on the exercise date of any or all of the shares which would otherwise be issuable. No fractional shares of Common Stock shall be issued upon the exercise of an SAR; instead, the holder of the SAR shall be entitled to receive a cash adjustment equal to the same fraction of the Fair Market Value of a share of Common Stock on the exercise date or to purchase the portion necessary to make a whole share at its Fair Market Value on the date of exercise. View More
Stock Appreciation Rights. An SAR is a right to receive, without payment to the Company, a number of shares of Common Stock, cash or any combination thereof, the amount of which is determined pursuant to the formula set forth in Section 7.4. 7.5. An SAR may be granted (a) with respect to any stock option granted under this Plan, either concurrently with the grant of such stock option or at such later time as determined by the Committee (as to all or any portion of the shares of Common Stock subject to the stock option), o...r (b) alone, without reference to any related stock option. Each SAR granted by the Committee under this Plan shall be subject to the following terms and conditions: 7.1. Number; Exercise Price. The exercise price per share of any SAR granted without reference to a stock option shall be determined by the Committee, subject to adjustment under Section 9.6. Notwithstanding the foregoing sentence, except as permitted under Section 9.16, the exercise price per share shall not be less than the Fair Market Value of the Common Stock on the Grant Date unless the SAR satisfies the provisions of Code Section 409A. 7.2. Number. Each SAR granted to any participant shall relate to such number of shares of Common Stock as shall be determined by the Committee, subject to adjustment as provided in Section 11.6. 9.6. In the case of an SAR granted with respect to a stock option, the number of shares of Common Stock to which the SAR pertains relates shall be reduced in the same proportion that the holder of the option exercises the related stock option. The exercise price Notwithstanding the foregoing, the limitation on grants under Section 5.4 shall apply to grants of an SAR will be determined by SARs under the Committee, in its discretion, at the date of grant but may not be less than 100% of the Fair Market Value of one share of Common Stock on the date of grant. 7.2. Plan 7.3. Duration. Subject to earlier termination as provided in Section 11.4, 9.3, the term of each SAR shall be determined by the Committee but shall not exceed ten years and one day from the date of grant. Grant Date. Unless otherwise provided by the Committee, each SAR shall become exercisable at such time or times, to such extent and upon such conditions as the stock option, if any, to which it relates is exercisable. The Committee may in its discretion accelerate the exercisability of any SAR. 7.3. Subject to the first sentence of this paragraph, the Committee may extend the term of any SAR to the extent provided in Section 9.4. 7.4. Exercise. An SAR may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of SARs which the holder wishes to exercise. Upon receipt of such written notice, the Company shall, within 90 days thereafter, deliver to the exercising holder certificates for the shares of Common Stock or cash or both, as determined by the Committee, to which the holder is entitled pursuant to Section 7.4. -4- 7.4. Payment. Subject to the right 7.5. 4 7.5. Issuance of the Committee to deliver cash in lieu of shares of Common Stock (which, as it pertains to officers and directors of the Company, shall comply with all requirements of the Exchange Act), the Shares Upon Exercise. The number of shares of Common Stock which shall be issuable upon the exercise of an SAR shall be determined by dividing: (a) the number of shares of Common Stock as to which the SAR is exercised multiplied by the amount of the appreciation in such shares (for this purpose, the "appreciation" shall be the amount by which the Fair Market Value of the shares of Common Stock subject to the SAR on the exercise date exceeds (1) in the case of an SAR related to a stock option, the exercise purchase price of the shares of Common Stock under the stock option or (2) in the case of an SAR granted alone, without reference to a related stock option, an amount which shall be determined by the Committee at the time of grant, subject to adjustment under Section 11.6); 9.6); by (b) the Fair Market Value of a share of Common Stock on the exercise date. In lieu of issuing shares of Common Stock upon the exercise of a SAR, the Committee may elect to pay the holder of the SAR cash equal to the Fair Market Value on the exercise date of any or all of the shares which would otherwise be issuable. No fractional shares of Common Stock shall be issued upon the exercise of an SAR; instead, the holder of the SAR shall be entitled to receive a cash adjustment equal to the same fraction of the Fair Market Value of a share of Common Stock on the exercise date or to purchase the portion necessary to make a whole share at its Fair Market Value on the date of exercise. View More
