Example ContractsClausesexercise of stock appreciation rightVariants
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Except as otherwise provided in the Plan or in a related Award Agreement, a Stock Appreciation Right may be exercised for all or any portion of the Shares for which it is then exercisable. A Stock Appreciation Right shall be exercised by the delivery of a notice of exercise to the Company or its designee in a form specified by the Committee that sets forth the number of Shares with respect to which the Stock Appreciation Right is to be exercised. Upon exercise, a Stock Appreciation Right shall entitle a Participant to an amount equal to: (a) the excess of the Fair Market Value of a Share on the exercise date over the exercise price per Share, multiplied by (b) the number of Shares with respect to which the Stock Appreciation Right is exercised. A Stock Appreciation Right may be settled in full Shares, cash, or a combination thereof, as specified by the Committee in the related Award Agreement.

Except as otherwise provided in the Plan or in a related Award Agreement, aMethod of Exercise. A Stock Appreciation Right may be exercised for allin whole or any portion ofin part during the Shares for which it is then exercisable. A Stock Appreciation Right shall be exercisedterm by the delivery of agiving written notice of exercise to the Company or its designee in a form specified by the Committee that sets forthspecifying the number of Shares within respect toof which the Stock Appreciation Right is being exercised. The notice must be given by or on behalf of a person entitled to be exercised.exercise the Stock Appreciation Right. Upon exercise,the exercise of a Stock Appreciation Right, subject to satisfaction of the tax withholding requirements pursuant to Article 15, the holder of the Stock Appreciation Right shall entitle a Participantis entitled to an amountreceive Shares or cash as specified in the original Award Agreement (as set forth below) equal to: (a)in value to the excess of the Fair Market Value of a Share on the exercise date over the exercise price per Share,Exercise Price of the SAR multiplied by (b) the number of Shares with respect to whichStock Appreciation Rights being exercised. At any time the Fair Market Value of a Share on a proposed exercise date does not exceed the Exercise Price of the SAR, the holder of the Stock Appreciation Right is exercised. A Stock Appreciation Right mayshall not be settled in full Shares, cash, or a combination thereof, as specified by the Committee in the related Award Agreement.permitted to exercise such right.

Except as otherwise provided in the Plan or in a related Award Agreement, a Stock Appreciation Right may be exercised for all or any portion of the Shares for which it is then exercisable. A Stock Appreciation Right shall be exercisedentitle the Participant (or other person entitled to exercise the Stock Appreciation Right pursuant to the Plan) to exercise all or a specified portion of the Stock Appreciation Right (to the extent then-exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying the deliverydifference obtained by subtracting the exercise price per Share of a noticethe Stock Appreciation Right from the Fair Market Value on the date of exercise toof the Company or its designee in a form specifiedStock Appreciation Right by the Committee that sets forth the number of Shares with respect to which the Stock Appreciation Right isshall have been exercised, subject to be exercised. Upon exercise, aany limitations the Administrator may impose. Except as described in Section 9.1(c) hereof, the exercise price per Share subject to each Stock Appreciation Right shall entitle a Participant to an amount equal to: (a)be set by the excessAdministrator, but shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the exercise date over the exercise price per Share, multiplied by (b) the number of Shares with respect to which the Stock Appreciation Right is exercised. A Stock Appreciation Right may be settled in full Shares, cash, or a combination thereof, as specified by the Committee in the related Award Agreement.granted.

Except as otherwise provided in the Plan or in a related Award Agreement, a Stock Appreciation Right may be exercised for all or any portion of the Shares for which it is then exercisable.Exercise. A Stock Appreciation Right shall be exercised byentitle the deliveryholder of a noticeStock Option to receive, upon the exercise of exercise to the Company or its designee in a form specified by the Committee that sets forth the number of Shares with respect to which the Stock Appreciation Right is to be exercised. Upon exercise,Right, shares of Stock (valued at their Fair Market Value at the time of exercise), cash or a Stock Appreciation Right shall entitle a Participant tocombination thereof, in the discretion of the Board, in an amount equal to: (a)in value to the excess of the Fair Market Value of a Share on the exercise date over the exercise price per Share, multiplied by (b) the numbershares of Shares with respectStock subject to which the Stock Appreciation Right is exercised. Aas of the date of such exercise over the purchase price of the Stock Appreciation Right, as shall be prescribed by the Board in its sole discretion and as shall be contained in the Participant’s Award Agreement. If granted in tandem with an option, the exercise of a Stock Appreciation Right may be settledwill result in full Shares, cash,the surrender of the related Incentive Stock Option or a combination thereof, as specifiedNon-Qualified Stock Option and, unless otherwise provided by the CommitteeBoard in its sole discretion, the exercise of a Stock Option will result in the surrender of a related Award Agreement.Stock Appreciation Right, if any.

Except as otherwise providedPayment. Upon exercise of a Stock Appreciation Right, payment shall be made in the Planform of cash, Shares or a combination thereof as determined by the Committee at the time the Award is granted. However, notwithstanding any other provisions of this Plan, in a related Award Agreement,no event may the payment (whether in cash or Shares) upon exercise of a Stock Appreciation Right may be exercised for all or any portion of the Shares for which it is then exercisable. A Stock Appreciation Right shall be exercised by the delivery of a notice of exercise to the Company or its designee in a form specified by the Committee that sets forth the number of Shares with respect to which the Stock Appreciation Right is to be exercised. Upon exercise, a Stock Appreciation Right shall entitle a Participant toexceed an amount equal to: (a) the excessto 100% of the Fair Market Value of a Share on the exercise date over the exercise price per Share, multiplied by (b) the number of Shares with respectsubject to which the Stock Appreciation Right is exercised. A Stock Appreciation Right may be settled in full Shares, cash, or a combination thereof, as specified byat the Committee in the related Award Agreement.time of grant.

Except as otherwise providedPayment. The Committee shall have sole discretion to determine in each Award agreement whether the Plan or in a related Award Agreement,payment with respect to the exercise of a Stock Appreciation Right maywill be exercised forin the form of all cash, Shares, or any portioncombination thereof. In the event of the Shares for which it is then exercisable. Aexercise of a Stock Appreciation Right payable in Shares, the holder of the Stock Appreciation Right shall be exercised byreceive that number of whole Shares of stock of the delivery of a noticeCompany having an aggregate Fair Market Value on the date of exercise equal to the Company or its designee in a form specifiedvalue obtained by the Committee that sets forth the number of Shares with respect to which the Stock Appreciation Right is to be exercised. Upon exercise, a Stock Appreciation Right shall entitle a Participant to an amount equal to: (a)multiplying # the excess of the Fair Market Value of a Share on the date of exercise date over the exercise price per Share, multipliedfor the Stock Appreciation Right by (b)# the number of Shares with respectas to which the Stock Appreciation Right is exercised. AHowever, notwithstanding the foregoing, the Committee, in its sole discretion, may place a ceiling on the amount payable upon exercise of a Stock Appreciation Right, but any such limitation shall be specified at the time that the Stock Appreciation Right may be settled in full Shares, cash, or a combination thereof, as specified by the Committee in the related Award Agreement.is granted.

Except as otherwise provided inUpon the Plan or in a related Award Agreement,exercise of a Stock Appreciation Right may be exercised for all or any portion of the Shares for which it is then exercisable. A Stock Appreciation RightRight, a Participant shall be exercised by the delivery of a notice of exerciseentitled to the Company or its designee in a form specified by the Committee that sets forth the number of Shares with respect to which the Stock Appreciation Right is to be exercised. Upon exercise, a Stock Appreciation Right shall entitle a Participant toreceive an amount in cash or in shares of Stock, as set forth in the award agreement, which in the aggregate are equal to: (a)in value to the excess of the Fair Market Value of a Shareone share of Stock on the date of exercise date over the exercise price per Share,Fair Market Value of one share of Stock on the date of grant, multiplied by (b) the number of Shares withshares in respect toof which the Stock Appreciation Right isshall have been exercised. A Stock Appreciation Right may be settled in full Shares, cash, or a combination thereof, as specified by the Committee in the related Award Agreement.

Except as otherwise provided inFair Market Value on the Plan or in a related Award Agreement, aexercise date of one Share over # the exercise price per Share, times # the number of Shares covered by the Stock Appreciation Right. Each Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, shall entitle a Participant to surrender to the Company the unexercised Option, or any portion thereof, and to receive from the Company in exchange therefor an amount equal to # the excess of # the Fair Market Value on the exercise date of one Share over # the Option Price per Share, times # the number of Shares covered by the Option, or portion thereof, which is surrendered. Payment shall be made in Shares or in cash, or partly in Shares and partly in cash (any such Shares valued at such Fair Market Value), all as shall be determined by the Committee. Stock Appreciation Rights may be exercised for all or any portion of the Shares for which it is then exercisable. A Stock Appreciation Right shall be exercisedfrom time to time upon actual receipt by the deliveryCompany of awritten notice of exercise to the Company or its designee in a form specified by the Committee that sets forthstating the number of Shares with respect to which the Stock Appreciation Right is tobeing exercised. The date a notice of exercise is received by the Company shall be exercised. Upon exercise, athe exercise date. No fractional Shares will be issued in payment for Stock Appreciation Right shall entitleRights, but instead cash will be paid for a Participant to an amount equal to: (a)fraction or, if the excess of the Fair Market Value of a Share on the exercise date over the exercise price per Share, multiplied by (b)Committee should so determine, the number of Shares with respectwill be rounded downward to which the Stock Appreciation Right is exercised. A Stock Appreciation Right may be settled in full Shares, cash, or a combination thereof, as specified by the Committee in the related Award Agreement.next whole Share.

Except as otherwise provided in the Plan or in a related Award Agreement, aAward. Stock Appreciation Right may be exercised forRights shall entitle the Participant, subject to such terms and conditions determined by the Committee, to receive upon exercise thereof an Award equal to all or anya portion of the Shares for which it is then exercisable. A Stock Appreciation Right shall be exercised byexcess of: # the deliveryFair Market Value of a noticespecified number of shares of Common Stock at the time of exercise to the Company or its designee inover # a form specified by the Committee that sets forth the number of Shares with respect toprice which the Stock Appreciation Right is toshall not be exercised. Upon exercise, a Stock Appreciation Right shall entitle a Participant to an amount equal to: (a) the excessless than 100% of the Fair Market Value of a Share onthe Common Stock at the time the right is granted. Such amount may be paid by the Company in cash, Common Stock (valued at its then Fair Market Value) or any combination thereof, as the Committee may determine. In the event of the exercise date over the exercise price per Share, multiplied by (b)of a Stock Appreciation Right that is fully or partially settled in shares of Common Stock, the number of Shares with respect to whichshares reserved for issuance under this Plan shall be reduced by the number of shares issued upon exercise of the Stock Appreciation Right is exercised. A Stock Appreciation Right may be settled in full Shares, cash, or a combination thereof, as specified by the Committee in the related Award Agreement.Right.

Except as otherwise provided in the Plan or in a relatedGeneral. An Award Agreement, a Stock Appreciation Right may be exercised for all or any portion of the Shares for which it is then exercisable. A Stock Appreciation Right shall be exercised by the delivery of a notice of exercise to the Company or its designee in a form specified by the Committee that sets forth the number of Shares with respect to which the Stock Appreciation Right is to be exercised. Upon exercise, a Stock Appreciation Right shall entitle a Participantthe Participant, subject to terms and conditions determined by the Committee, to receive upon exercise of the right an amount equal to: (a)to or otherwise based on the excess of # the Fair Market Value of a Share onat the time of exercise date over # the exercise price per Share, multipliedof the right, as established by (b) the numberCommittee on the date the award is granted. Stock Appreciation Rights may be granted to Participants from time to time. The provisions of SharesStock Appreciation Rights need not be the same with respect to whicheach grant or each recipient. All Stock Appreciation Rights shall be granted subject to the same terms and conditions applicable to Options as set forth in Section 9. Subject to the foregoing sentence and the terms of the Plan, the Committee may impose such other conditions or restrictions on any Stock Appreciation Right is exercised. A Stock Appreciation Right may be settled in full Shares, cash, or a combination thereof, as specified by the Committee in the related Award Agreement.it shall deem appropriate.

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