Appreciation Rights. 8.1 The Committee may grant Appreciation Rights to any Eligible Person, upon such terms and conditions as the Committee deems appropriate under this Article 8, provided that the number of Appreciation Rights granted to an Eligible Person during a fiscal year will not exceed the applicable limitations set forth in Article 5 of this Plan when aggregated with other Appreciation Rights made to that Eligible Person during that fiscal year.
8.2 An Appreciation Right may be granted under the Plan:
(i) in connection with, and at the same time as, the grant of an Option to an Eligible Person;
(ii) by amendment of an outstanding Nonstatutory Stock Option granted under the Plan to an Eligible Person; or
(iii) independently of any Option granted under the Plan. An Appreciation Right granted under clause (i) or (ii) of the preceding sentence is a Related Right. A Related Right may, in the Committee’s discretion, apply to all or a portion of the Options subject to the Related Award.
8.3 An Appreciation Right may be exercised in whole or in part as provided in the Agreement, and, subject to the provisions of the Agreement, entitles its Grantee to receive, without any payment to the Corporation (other than required tax withholding amounts), either cash or that number of Shares (equal to the highest whole number of Shares), or a combination thereof, in an amount or having a Fair Market Value determined as of the date such Appreciation Right is exercised not to exceed the number of shares underlying the Appreciation Right exercised multiplied by an amount equal to the excess of the Fair Market Value on the exercise date of the Appreciation Right over the “base price”, which is the Fair Market Value on the Grant Date of the Appreciation Right (or such price in excess of Fair Market Value on the Grant Date as the Committee determined at the time of grant).
8.4 The Right Period will be determined by the Committee and specifically set forth in the Agreement, provided, however that an Appreciation Right that is a Related Right may be exercised only when and to the extent the Related Award is exercisable.
8.5 The exercise or settlement, in whole or in part, of a Related Right will cause a reduction on a share-for-share basis in any Related Award.
8.6 The Committee may specify Performance Criteria or other performance goals that must be achieved as a condition of the exercise of such rights.
8.7 Each grant of Appreciation Rights shall be evidenced by an Agreement that identifies t...
Appreciation Rights. If the Company issues or sells Appreciation Rights, a number of Additional Shares of Common Stock shall be deemed issued for purposes of this Article II and shall be computed as follows:
Appreciation Rights. CEO shall exercise any of the phantom units by written notice to the Chair of the Board of Directors of USPB. Upon exercise of such phantom units, CEO shall be paid the amount that the weighted average trading price of the units (“Market Unit Price”) exceeds the Exercise Price per unit times the number of phantom units exercised, not to exceed the number of Available Phantom Class A Units. 4 RESTATED
Appreciation Rights. All stock appreciation rights, net profits interests or other rights entitling the holder or owner thereof to receive payments based upon or determined with reference to the distributions to holders of Common Stock or the profits of the Company.
Appreciation Rights. Upon a Sale of the Company, Executive shall be entitled to a payment (the “Appreciation Payment”) in an amount equal to a specified percentage of the Appreciation Amount (as hereinafter defined). Executive shall vest in the Appreciation Payment ratably over five (5) years, with the initial twenty percent (20%) vesting on the one year anniversary of the date of this Employment Agreement and the remaining eighty percent (80%) vesting in equal installments on each of the next four anniversary dates thereafter, so long as Executive continues to be employed by the Company on each such anniversary date; provided, however, that upon a Sale of the Company while Executive is employed by the Company, the Appreciation Payment shall become one hundred percent (100%) vested. For purposes of this Agreement, “Sale of the Company” shall have the meaning ascribed to it under the Management Agreement previously executed by and between Executive and the Parent dated September 1, 2005 (the “Management Agreement”) or, if such meaning does not satisfy the definition of “change in control event” as set forth under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or the guidance and regulations promulgated thereunder, the meaning ascribed to it under Code Section 409A. The “Appreciation Amount” shall be equal to the excess, if any, of (i) the Net Equity Value over (ii) Seventy Million Five Hundred Thousand Dollars ($70,500,000), plus all amounts, if any, paid to the Company for equity issued after the Effective Date. In the event of a Sale of the Company while Executive continues to be employed by the Company, the “Net Equity Value” shall be equal to the proceeds, incorporating any working capital adjustments, to be paid to the Parent or its shareholders in connection with the closing of the Sale of the Company, plus cash on-hand, net of (i) the Appreciation Payment, (ii) Indebtedness, and (iii) transaction fees and other costs associated with the sale. If Executive’s employment is terminated prior to a Sale of the Company, all vesting of the Appreciation Payment shall cease and the value of the Appreciation Amount shall be fixed as of the date Executive’s employment terminates. In such instance, the “Net Equity Value” shall be determined as of the last day of the fiscal period immediately proceeding the fiscal period in which Executive’s employment terminates and shall be equal to the amount obtained under the following formula: 1) six times 2) the Pare...
Appreciation Rights. No Option Holder shall receive a Subsequent Distribution with respect to an Option held immediately prior to the Closing Date unless the sum of (x) the Per Share Merger Consideration plus (y) the per Pro Forma Outstanding Share amount of the Subsequent Distribution (calculated pursuant to the preceding two sentences) exceeds the exercise price of such Option.
Appreciation Rights. Upon exercise of the phantom units, CEO shall be paid the amount that the trading price of the units ("Market Unit Price") exceeds (1) for Class A Units $55 per unit times the number of units exercised not to exceed 20,000 exercisable phantom Class A Units; and for Class B Units upon notice to USPB without payment of an exercise price.
Appreciation Rights. As of the date of this Agreement, an aggregate of 210,651.69 Appreciation Units have been granted and are outstanding. Schedule 5.2.2 of the Company Disclosure Schedule (as updated by Sellers prior to Closing in accordance the definitions of the terms “Appreciation Rights Holders” and “Ex-Appreciation Rights Holders”) sets forth the name of each Appreciation Rights Holder and Ex-Appreciation Rights Holder, as well as the Appreciation Rights Plan(s) under which such Appreciation Rights Holder’s and Ex-Appreciation Rights Holders Appreciation Rights were granted, the number of Appreciation Units held by each Appreciation Rights Holder and the number of Appreciation Units held by each Ex-Appreciation Rights Holder prior to entering into the Appreciation Rights Termination Agreement, the “Starting Appreciation Unit Value” (as defined in the applicable Appreciation Rights Plan) for each grant of Appreciation Units, and: (i) as of the date of this Agreement indicates: (a) the holders of Appreciation Rights listed thereon with respect to whom it is contemplated will, prior to Closing, enter into an Appreciation Rights Closure Agreement; and (b) the holders of Appreciation Rights listed thereon with respect to whom it is contemplated will, prior to Closing, enter into an Appreciation Rights Termination Agreement; and (ii) as of Closing will indicate (after being updated by Sellers prior to Closing in accordance the definitions of the terms “Appreciation Rights Holders” and “Ex-Appreciation Rights Holders”): (a) the holders of Appreciation Rights listed thereon with respect to whom, prior to Closing, entered into an Appreciation Rights Closure Agreement (i.e., the Appreciation Rights Holders); and (b) the holders of Appreciation Rights listed thereon with respect to whom, prior to Closing, entered into an Appreciation Rights Termination Agreement (i.e., the Ex-Appreciation Rights Holders). The Company has delivered to the Buyer true, accurate and complete copies of each plan and agreement pursuant to which any Appreciation Right has been granted, including any and all amendments thereto. Neither the Company nor any of its Affiliates has ever maintained a plan or arrangement entitled the “Theken Spine, LLC Appreciation Rights Plans for Employees, Distributors and Medical Advisors dated January 1, 2006,” and each unit appreciation right or similar right or interest purported to be issued under such a plan or arrangement was duly and validly issued pursuant to the The...
Appreciation Rights. Consultant shall have the option, at any time that he may exercise its right to purchase Shares under the Stock Option, to require the Company to purchase its right to so exercise with respect to one or more of such Shares at a dollar amount per share equal to the difference between the Stock Option Price and the Fair Market Value of a Share as of the day immediately preceding the day on which Consultant gives to the Company notice of its exercise of this right. "Fair Market Value" shall mean the closing price for such a Share as reported on the primary national securities exchange on which the Shares are listed, or if not so listed, in the over-the-counter market as reported by the National Association of Securities Dealers Automated Quotation System, Inc. ("NASDAQ"), or a comparable inter-dealer quotation system, or if the Shares are not listed or quoted on NASDAQ or a comparable inter-dealer quotation system, the average of the closing bid and asking prices as furnished by any member of the National Association of Securities Dealers, Inc.
Appreciation Rights. Upon exercise of the phantom shares, CEO shall be paid the amount that the trading price of the shares ("Market Share Price") exceeds $55 per share times the number of shares exercised not to exceed 20,000 exercisable phantom shares.
