Example ContractsClausesexercise price of stock appreciation rightsVariants
Exercise Price of Stock Appreciation Rights
Exercise Price of Stock Appreciation Rights contract clause examples

Option and Stock Appreciation Right Repricing. Except as provided in Section 4(c) and in connection with the granting of a Substitute Award, the Committee may not, without shareholder approval, seek to cancel and replace any previously granted “underwater” Option, Stock Appreciation Right or similar Award with an Option and Stock Appreciation Right, or similar Award, as applicable, having a lower exercise price by: # amending or modifying the terms of the Option, Stock Appreciation Right or similar Award to lower the exercise price; # cancelling the underwater Option, Stock Appreciation Right or similar Award and granting either # replacement Options, Stock Appreciation Rights or similar Awards having a lower exercise price or # Restricted Shares, Restricted Stock Units, Performance Awards or other Share-based Awards in exchange; or # cancelling or repurchasing the underwater Options, Stock Appreciation Rights or similar Awards for cash or other securities. An Option, Stock Appreciation Right or similar Award will be deemed to be “underwater” at any time when the fair market value of the Shares covered by such Award is less than the exercise price of the Award.

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Prohibition on Option and Stock Appreciation Right Repricing. Except as provided in [Section 4.3, 4.5, or 4.6]6]6] hereof, the Administrator may not, without prior approval of the Company’s shareholders, seek to effect any re-pricing of any previously granted, “underwater” Option or Stock Appreciation Right by: # amending or modifying the terms of the Option or Stock Appreciation Right to lower the exercise price; # canceling the underwater Option or Stock Appreciation Right and granting either # replacement Options or Stock Appreciation Rights having a lower exercise price; or # Stock Awards, Restricted Stock Awards, Restricted Stock Units, Performance Shares, or Performance Units in exchange; or # cancelling or repurchasing the underwater Option or Stock Appreciation Right for cash or other securities. An Option or Stock Appreciation Right will be deemed to be “underwater” at any time when the Fair Market Value of the Shares covered by such Award is less than the exercise price of the Award.

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