Grant of SARs. Subject to the terms of this Plan, SARs may be granted to Participants in such number, and upon such terms, at any time, and from time to time, as shall be determined by the Committee in its sole discretion. In addition, the Committee may grant SARs either (i) independently of Non-Qualified Options or (ii) in tandem with Non- Qualified Options such that the exercise of the Option or SAR with respect to a share of Common Stock cancels the tandem SAR or Non-Qualified Option, respectively, with respect to such share. However, an Employee of a Subsidiary may only be granted SARs to the extent the Subsidiary is, as of the Grant Date, part of: (a) the Company’s controlled group of corporations, or (b) a trade or business under common control with the Company, each determined under the rules of Code Section 414, but substituting for this purpose ownership of at least fifty percent (50%) of the Subsidiary to determine the members of the controlled group of corporations and the entities under common control.
The Exercise Price for each SAR shall be determined by the Committee and shall be specified in the Award Agreement; provided, however, except with respect to Awards granted under Section 16 of this Plan, the Exercise Price must be at least equal to one hundred percent (100%) of the FMV of the underlying shares on the Grant Date.
No Award of a SAR may entitle a Participant to dividends or dividend equivalents with respect to the shares covered by the SAR.
Award Agreement. Each Award of SARs shall be evidenced by an Award Agreement that shall specify the Exercise Price, the term of the SAR, the number of shares to which the SAR pertains, the conditions upon which the SAR shall become vested and exercisable, and such other provisions as the Committee shall determine which are not inconsistent with the terms of this Plan.
Term of SARs. The term of a SAR granted under this Plan shall be determined by the Committee, in its sole discretion, and except as determined otherwise by the Committee and specified in the SAR Award Agreement, no SAR shall be exercisable on or after the tenth (10th) anniversary of its Grant Date.
Exercise of SARs. SARs may be exercised at such times and be subject to such restrictions and conditions as the Committee in its sole discretion shall in each instance approve, which restrictions and conditions need not be the same for each Grant or for each Participant. SARs, or a portion thereof, may become exercisable upon certain events, such as the Participant’s death, Disability, Reduction in Force, Retirement or termination of employment under certain circumstances.
Settlement of SARs. Upon the exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying: (i) the excess of the Fair Market Value of a Share on the date of exercise over the Exercise Price; by (ii) the number of shares with respect to which the SAR is exercised.
At the discretion of the Committee, payment upon the exercise of a SAR may be in cash, shares or a combination thereof, or in any other manner approved by the Committee. The
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