For shares that are delivered pursuant to
the exercise of a stock appreciation right or stock option, the number of underlying shares to which the exercise related shall be counted against the applicable share limits, as opposed to the number of shares actually issued.
Upon
exercise of a stock appreciation right, the holder of the award will be entitled to receive 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 by (ii) the number of exercised Shares.
With respect to
the exercise of stock appreciation rights, the gross number of Shares covered by the portion of the exercised award, whether or not actually issued pursuant to such exercise, cease to be available under the 2013 Plan.
Upon
exercise of the stock appreciation right, the participant will generally
Subject to the provisions of our 2015 Plan, the administrator will determine the other terms of stock appreciation rights, including when such rights become exercisable and whether to pay any amount of appreciation in cash, shares of our Class A common stock, or a combination thereof, except that the per share exercise price for the shares to be issued pursuant to
the exercise of a stock appreciation right must be no less than 100 % of the fair market value per share on the date of grant.
AMD's obligation arising upon
the exercise of a stock appreciation right may be paid in shares or in cash, or any combination thereof, as the Committee may determine.
Upon
exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying:
Subject to the provisions of our 2016 Plan, the administrator determines the other terms and conditions of stock appreciation rights, including when such rights become exercisable and whether to pay any increased appreciation in cash or with shares of our common stock, or a combination thereof, except that the per share exercise price for the shares to be issued pursuant to
the exercise of a stock appreciation right will be no less than 100 % of the fair market value per share on the date of grant.
Subject to the provisions of our 2010 Plan, the administrator determines the terms of stock appreciation rights, including when such rights vest and become exercisable and whether to settle such awards in cash or with shares of our common stock, or a combination thereof, except that the per share exercise price for the shares to be issued pursuant to
the exercise of a stock appreciation right will be no less than 100 % of the fair market value per share on the date of grant.
Subject to the provisions of our 2013 Plan, the administrator determines the other terms of stock appreciation rights, including when such rights become exercisable and whether to pay any increased appreciation in cash or with shares of our common stock, or a combination thereof, except that the per share exercise price for the shares to be issued pursuant to
the exercise of a stock appreciation right will be no less than 100 % of the fair market value per share on the date of grant.
Upon
exercise of a stock appreciation right, the participant will receive payment from the Company in an amount determined by multiplying (a) the difference between (i) the fair market value of a share on the date of exercise and (ii) the exercise price times (b) the number of shares with respect to which the stock appreciation right is exercised.
(gg) «Stock Appreciation Right» or «SAR» means a right granted under Section 8 which entitles the recipient to receive an amount equal to the excess of the Fair Market Value of a Share on the date of
exercise of the Stock Appreciation Right over the exercise price thereof on such terms and conditions as are specified in the agreement or other documents evidencing the Award (the «SAR Agreement»).
Not exact matches
Shares that are exchanged by a participant or withheld by Apple to pay the
exercise price
of an option or
stock appreciation right granted under the 2014 Plan, as well as any shares exchanged or withheld to satisfy the tax withholding obligations related to any option or
stock appreciation right, will not be available for subsequent awards under the 2014 Plan.
For nonstatutory
stock options and
stock appreciation rights, the participant will recognize ordinary income upon
exercise in an amount equal to the difference between the fair market value
of the shares and the
exercise price on the date
of exercise.
Unless otherwise expressly provided in (or pursuant to) this Section 4 (c) or required by Applicable Law: (A) all Awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; (B) Awards that are Options or
Stock Appreciation Rights shall be
exercised only by the Participant; and (C) amounts payable or Shares issuable pursuant to any Award shall be delivered only to (or for the account
of) the Participant.
In no case, except due to an adjustment to reflect a
stock split or other event referred to under «Adjustments» below, and except for any repricing that may be approved by shareholders, will the plan administrator (1) amend an outstanding
stock option or
stock appreciation right to reduce the
exercise price or base price
of the award, (2) cancel, exchange, or surrender an outstanding
stock option or
stock appreciation right in exchange for cash or other awards for the purpose
of repricing the award, (3) cancel, exchange, or surrender an outstanding
stock option or
stock appreciation right in exchange for an option or
stock appreciation right with an
exercise or base price that is less than the
exercise or base price
of the original award, or (4) take any other action that is treated as a repricing under U.S. generally accepted accounting principles.
A
stock appreciation right entitles a participant to receive a payment, in cash, common
stock, or a combination
of both, in an amount equal to the difference between the fair market value
of the
stock at the time
of exercise and the
exercise price
of the award, which may not be lower than the fair market value
of the Company's common
stock on the day
of grant.
Notwithstanding the foregoing,
Stock Appreciation Rights may be granted with a per Share
exercise price
of less than one hundred percent (100 %)
of the Fair Market Value per Share on the date
of grant pursuant to a transaction described in, and in a manner consistent with, Section 424 (a)
of the Code.
The terms and conditions relating to the period
of post-termination
exercise with respect to options described above also apply to
stock appreciation rights.
However, Shares used to pay the
exercise price or purchase price
of an option or
stock appreciation right or to satisfy tax withholding obligations relating to such awards do not become available for future issuance under the 2013 Plan.
Also, if a majority
of the Board is comprised
of persons other than (i) persons for whose election proxies were solicited by the Board; or (ii) persons who were appointed by the Board to fill vacancies caused by death or resignation or to fill newly - created directorships («Board Change»), unless the Committee or Board determines otherwise prior to such Board Change, then participants immediately prior to the Board Change who cease to be employees or non-employee directors within six months after such Board Change for any reason other than death or permanent disability generally have their (i) options and
stock appreciation rights become immediately exercisable and to the extent not canceled or cashed out, generally have at least six months to
exercise such awards; (ii) restrictions with respect to restricted
stock and RSRs lapse and generally shares are delivered; and (iii) performance shares and performance units pay out pro rata based on performance through the end
of the last calendar quarter before the time the participant ceased to be an employee.
A
stock appreciation right gives a participant the right to receive the appreciation in the fair market value of Company Common Stock between the date of grant of the award and the date of its exer
stock appreciation right gives a participant the right to receive the
appreciation in the fair market value
of Company Common
Stock between the date of grant of the award and the date of its exer
Stock between the date
of grant
of the award and the date
of its
exercise.
Subject to Section 6 and the other terms and conditions
of the Plan, each
Stock Appreciation Right grant will be evidenced by an Award Agreement (which may be in electronic form) 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.
Tax withholding obligations could be satisfied by withholding shares to be received upon
exercise of an option or
stock appreciation right, the vesting
of restricted
stock, performance share, or
stock award, or the payment
of a restricted share right or performance unit or by delivery to the Company
of previously owned shares
of common
stock.
The
exercise price per share
of each
stock appreciation right may not be less than the fair market value
of a Share on the date
of grant, except in certain situations in which we are assuming or replacing
stock appreciation rights granted by another company that we are acquiring.
Stock appreciation rights may be
exercised during a period
of time
of up to ten years after the grant date, as fixed by the Committee.
The Board or the HRC or the GNC may modify, suspend, or terminate the LTICP but may not, without the prior approval
of our stockholders, make any change to the LTICP that increases the total amount
of common
stock which may be awarded (except to reflect changes in capitalization), increases the individual maximum award limits (except to reflect changes in capitalization), changes the class
of team members or directors eligible to participate, extends the duration
of the LTICP, reduces the
exercise price
of or reprices outstanding
stock options or
stock appreciation rights, waives the LTICP's minimum time period requirements for vesting and lapse
of restrictions for restricted
stock or RSRs, or otherwise amends the LTICP in any manner requiring stockholder approval by law or under the NYSE listing requirements.
After the termination
of service
of an employee, director, or consultant, his or her
stock appreciation right will be subject to the same
exercise limitations that apply to
stock options described above.
If an award
of stock options or
stock appreciation rights expires or becomes unexercisable without having been
exercised in full or is surrendered pursuant to an exchange program or shares issued through awards
of restricted
stock, restricted
stock units, performance units, performance shares, or
stock - settled performance awards are forfeited to us or
The Committee may choose to grant
stock appreciation rights in tandem with the grant
of stock options, such that the
exercise of either the
stock option or the
stock appreciation right would cancel the other.
The committee may deem that a holder
of options or
stock appreciation rights has
exercised such options or rights on the expiration date using a net share settlement method
of exercise if, on that expiration date, the options or rights are vested and the
exercise price is less than the then fair market value
of the Shares.
In the event
of such termination, individuals holding options and
stock appreciation rights will be permitted to
exercise such options and
stock appreciation rights (to the extent exercisable) prior to the sale event.
In addition, in connection with the termination
of the 2014 Plan upon a sale event, we may make or provide for a cash payment to participants holding vested and exercisable options and
stock appreciation rights equal to the difference between the per share cash consideration payable to stockholders in the sale event and the
exercise price
of the options or
stock appreciation rights.
as to Shares deliverable on the
exercise of Options or
Stock Appreciation Rights, or in settlement
of Performance Units or Restricted
Stock Units, until the delivery (as evidenced by the appropriate entry on the books
of Walmart
of a duly authorized transfer agent
of Walmart)
of such Shares, give the Recipient the right to vote, or receive dividends on, or
exercise any other rights as a stockholder with respect to such Shares, notwithstanding the
exercise (in the case
of Options or
Stock Appreciation Rights)
of the related Plan Award;
Notwithstanding the authority
of the committee under the Plan, except in connection with any corporate transaction involving Walmart, the terms
of outstanding plan awards may not be amended to reduce the
exercise price
of outstanding
stock options or
stock appreciation rights or cancel outstanding
stock options or
stock appreciation rights in exchange for cash, other plan awards or
stock options or
stock appreciation rights with an
exercise price that is less than the
exercise price
of the original
stock options or
stock appreciation rights without the prior approval
of Walmart stockholders.
Dividend equivalents granted with respect to Options or
stock appreciation rights that are intended to be Performance - Based Compensation shall be payable, with respect to pre-exercise periods, regardless
of whether such Option or
stock appreciation right is subsequently
exercised.
(5) Except in connection with a corporate transaction involving the Company (including, without limitation, any
stock dividend,
stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split - up, spin - off, combination, or exchange
of shares), the terms
of outstanding awards may not be amended to reduce the
exercise price
of outstanding Options or
stock appreciation rights or cancel outstanding Options or
stock appreciation rights in exchange for cash, other awards or Options or
stock appreciation rights with an
exercise price that is less than the
exercise price
of the original Options or
stock appreciation rights without stockholder approval.
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.
With respect to Awards granted to an Outside Director that are assumed or substituted for, if on the date
of or following such assumption or substitution the Participant's status as a Director or a director
of the successor corporation, as applicable, is terminated other than upon a voluntary resignation by the Participant (unless such resignation is at the request
of the acquirer), then the Participant will fully vest in and have the right to
exercise Options and / or
Stock Appreciation Rights as to all
of the Shares underlying such Award, including those Shares which would not otherwise be vested or exercisable, all restrictions on Restricted
Stock and Restricted
Stock Units will lapse, and, with respect to Awards with performance - based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100 %)
of target levels and all other terms and conditions met.
When the
stock appreciation right is
exercised, the recipient will generally be required to include as taxable ordinary income in the year
of exercise an amount equal to the sum
of the amount
of cash received and the fair market value
of any common
stock received upon the
exercise.
upon the
exercise of an Option or
Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit or Performance Share, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Con
Stock Appreciation Right or upon the payout
of a Restricted
Stock Unit, Performance Unit or Performance Share, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Con
Stock Unit, Performance Unit or Performance Share, for each Share subject to such Award, to be solely common
stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Con
stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders
of Common
Stock in the Change in Con
Stock in the Change in Control.
Stock appreciation rights provide for a payment, or payments, in cash or shares of our Class A common stock, to the holder based upon the difference between the fair market value of our Class A common stock on the date of exercise and the stated exercise price at grant up to a maximum amount of cash or number of sh
Stock appreciation rights provide for a payment, or payments, in cash or shares
of our Class A common
stock, to the holder based upon the difference between the fair market value of our Class A common stock on the date of exercise and the stated exercise price at grant up to a maximum amount of cash or number of sh
stock, to the holder based upon the difference between the fair market value
of our Class A common
stock on the date of exercise and the stated exercise price at grant up to a maximum amount of cash or number of sh
stock on the date
of exercise and the stated
exercise price at grant up to a maximum amount
of cash or number
of shares.
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.
All
stock options and
stock appreciation rights will have an
exercise price equal to at least the fair market value
of our common
stock on the date the
stock option or
stock appreciation right is granted, except in certain situations in which we are assuming or replacing options granted by another company that we are acquiring.
Unless the administrator provides otherwise, our 2010 Plan generally does not allow for the transfer
of awards and only the recipient
of an option or
stock appreciation right may
exercise such an award during his or her lifetime.
shares subject to awards granted under our 2015 Plan that cease to be subject to the awards for any reason other than
exercises of stock options or
stock appreciation rights;
The
exercise price must be at least equal to the fair market value
of our common
stock on the date the
stock appreciation right is granted.
In the event
of a change
of control (as defined in the plan), the compensation committee may, in its discretion, provide for any or all
of the following actions: (i) awards may be continued, assumed, or substituted with new rights, (ii) awards may be purchased for cash equal to the excess (if any)
of the highest price per share
of common
stock paid in the change in control transaction over the aggregate
exercise price
of such awards, (iii) outstanding and unexercised
stock options and
stock appreciation rights may be terminated, prior to the change in control (in which case holders
of such unvested awards would be given notice and the opportunity to
exercise such awards), or (iv) vesting or lapse
of restrictions may be accelerated.
In no case (except due to an adjustment to reflect a
stock split or other event referred to under «Adjustments» below, and except for any repricing that may be approved by shareholders) will the plan administrator (1) amend an outstanding
stock option or
stock appreciation right to reduce the
exercise price or base price
of the award, (2) cancel, exchange, or surrender an outstanding
stock option or
stock appreciation right in exchange for cash or other awards for the purpose
of repricing the award, or (3) cancel, exchange, or surrender an outstanding
stock option or
stock appreciation right in exchange for an option or
stock appreciation right with an
exercise or base price that is less than the
exercise or base price
of the original award.
Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of our Class A common stock between the exercise date and the date of g
Stock appreciation rights allow the recipient to receive the
appreciation in the fair market value
of our Class A common
stock between the exercise date and the date of g
stock between the
exercise date and the date
of grant.