Common use of Exercise of SAR Clause in Contracts

Exercise of SAR. The SAR shall be exercised with respect to the vested portion of the Covered Shares on the first to occur of a Public Offering or a Change of Control. (For the avoidance of doubt, it is recited here that the SAR shall not be exercised except as provided in the preceding sentence.) As soon as practicable after the exercise of the SAR with respect to a share of Stock, the Participant shall receive a cash payment from the Company which is equal to the excess of the Fair Market Value of a share of Stock on the date of exercise over the Exercise Price of one share of Stock. Notwithstanding the foregoing provisions of this paragraph 3, if the SAR would otherwise become exercisable in accordance with this paragraph 3 by reason of a Public Offering, and the Participant's Date of Termination has not occurred prior to the date of the Public Offering, then, in the sole discretion of the Board, the SAR may be canceled, provided that, at the time of the Public Offering, the Participant will be granted an option to purchase shares of Stock equal to the number of Covered Shares. Such option (i) shall be fully exercisable at and after the granting of the option (until expiration described in clause (iii) below) with respect to all of the Covered Shares, (ii) shall have a per-share exercise price equal to the exercise price of the SAR; and (iii) shall expire on the earlier of the ten-year anniversary of the Grant Date (as defined in this Agreement), but not event later than the 90-day anniversary of the Participant's Date of Termination (or, in the case of a Date of Termination occurring by reason of the Participant's Death or Disability, not later than the one-year anniversary following the Date of Termination).