LIMITED STOCK APPRECIATION RIGHT. Optionee is hereby granted a limited stock appreciation right exercisable upon the following terms and conditions:
LIMITED STOCK APPRECIATION RIGHT. (a) A Limited Stock Appreciation Right is hereby granted to Optionee in accordance with the Plan and with respect to the number of Shares subject to the Option.
(b) For purposes of this Agreement, the following definitions shall apply:
LIMITED STOCK APPRECIATION RIGHT. Optionee is hereby granted a limited stock appreciation right, exercisable upon the terms and conditions set forth below:
A. The stock appreciation right shall under no circumstances become exercisable until this option has been outstanding for a period of at least six (6) months measured from the Grant Date of this option.
B. Provided (i) the Optionee is at the time an officer or director of the Company subject to the short-swing profit restrictions of the Federal securities laws and (ii) one or more classes of the Company's equity securities are at such time registered under Section 12(g) of the Securities Exchange Act of 1934 (as amended), then this option (if outstanding at such time) shall automatically be cancelled upon the effective date of a Hostile Take-Over, and the Optionee shall, in exchange, receive a cash distribution from the Company. Such distribution shall be in an amount equal to the excess of (i) the Take-Over Price of the shares of Common Stock at the time subject to this option (whether or not the option is at the time otherwise exercisable for such shares) over (ii) the aggregate Option Price payable for such shares. The cash distribution shall be made to the Optionee within five (5) days following the effective date of the Hostile Take-Over, and neither the approval of the Plan Administrator nor the consent of the Company's Board of Directors shall be required in connection with such cancellation and distribution. For purposes of such distribution, the following definitional provisions shall be in effect: - A Hostile Take-Over shall be deemed to occur in the event (i) any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) acquires ownership of securities possessing more than forty percent (40%) of the total combined voting power of the Company's outstanding securities pursuant to a tender or exchange offer which the Board does not recommend the Company's shareholders to accept and (ii) more than fifty percent (50%) of the securities so acquired in such tender or exchange offer are accepted from holders other than officers and directors of the Company who participate in this Plan. - The Take-Over Price per share shall be deemed to be equal to the greater of (a) the Fair Market Value per share of Common Stock on the date of the Hostile Take-Over or (b) the highest reported price per share paid in effecting the Hosti...
LIMITED STOCK APPRECIATION RIGHT. Upon the request of the Participant (or such other Person who shall be permitted to exercise Options as set forth in Section 4.1), the Corporation may, in its sole discretion, cancel any Option (in whole or in part) and pay the Participant the excess of the (i) the Fair Market Value of a share of Common Stock, over (ii) the Exercise Price, multiplied by (iii) the number of Option Shares subject to the Option which is being cancelled (the "Cancellation Amount"); provided, however, that, coincident with any transaction which is reasonably likely to result in a Change in Control of the Corporation, the Corporation may, in its sole discretion, without the Participant's consent, cancel any Option (in whole or in part) and pay the Participant the Cancellation Amount.
LIMITED STOCK APPRECIATION RIGHT. Grant of Limited SAR Subject to the limitations and other terms and conditions set forth in this Agreement and the Plan, the Committee grants to the Grantee as of October 3, 1995 a Limited SAR with respect to all Shares subject to the related Non-qualified Stock Option granted under Section I of this Agreement. Such Limited SAR shall be exercisable only in the event of a Change of Control and only if the Grantee is subject, in the opinion of counsel to RSI, to Section 16(b) of the 1934 Act with respect to RSI at the time of the Change of Control. The Limited SAR is the right to receive an amount (the "Limited SAR Spread") equal to the product computed by multiplying (i) the Price upon a Change of Control specified in Section I above by (ii) the number of Shares with respect to which such Limited SAR is being exercised. Limitations on Exercise of Limited SAR Subject to the limitations and other terms and conditions set forth in this Agreement and the Plan, the Limited SAR shall be exercisable only if and to the extent that the related Non-qualified Stock Option is exercisable, but no later than October 2, 2005, the expiration date of the related Non-qualified Stock Option, provided, however, that the Limited SAR may not be exercised in any event until the expiration of six
LIMITED STOCK APPRECIATION RIGHT. In the event of a Change in Control as defined in Section Eleven of the Plan, the Company shall pay to the Optionee the cash value of the Right as provided for in the Plan. Upon payment of the Right, the Option shall expire.
LIMITED STOCK APPRECIATION RIGHT. Optionee is hereby granted a limited stock appreciation right, exercisable upon the terms and conditions set forth below:
A. In the event there should occur a Change in Control (within the meaning of Paragraph 7C), Optionee shall have the right to surrender this option upon the following terms and conditions:
(i) The stock appreciation right shall not become exercisable in whole or in part until this option has been outstanding for at least a six (6)-month period measured from the Grant Date.
(ii) Provided such six (6)-month requirement is satisfied, Optionee shall have the right, exercisable for a period of thirty (30) days following the Change in Control, to surrender this option (if outstanding at the time) in exchange for a cash distribution from the Company equal in amount to the excess of (a) the Change in Control Price (at date of surrender) of the number of Optioned Shares subject to the surrendered option over (b) the aggregate option price payable for such shares.
(iii) For purposes of subparagraph (ii) above, the Change in Control Price per share of the Optioned Shares subject to the surrendered option shall be deemed to be equal to the greater of (a) the Fair Market Value per share on the date of surrender or, if applicable, (b) the highest reported price per share paid in effecting the Change in Control.
(iv) The stock appreciation right may be exercised by the Optionee upon written notice to the Company, accompanied by the return of this Agreement and all other instruments evidencing the surrendered option, prior to the expiration of the applicable thirty (30) day exercise period. Such exercise period shall be shortened to the extent the option has not been outstanding for at least six (6) months on the date such exercise would otherwise commence under subparagraph (ii) above.
LIMITED STOCK APPRECIATION RIGHT. Upon the written request of the Participant (or such other Person who shall be permitted to exercise Options as set forth in Section 4.1), the Company may, in its sole discretion, cancel any vested Option (in whole or in part) and pay the Participant the excess of the (i) the Fair Market Value of a share of Common Stock on the date on which the request is received by the Company, over (ii) the Exercise Price, multiplied by (iii) the number of Option Shares subject to the Option which is being cancelled (the "Cancellation Amount"); PROVIDED, HOWEVER, that, coincident with any transaction which is reasonably likely to result in a Change in Control, the Company may, in its sole discretion, without a Participant's consent, cancel any Option (in whole or in part) and pay the Participant the Cancellation Amount.
LIMITED STOCK APPRECIATION RIGHT. Upon the Participant's request, the Company may, cancel any Option (in whole or in part) granted hereunder and pay the affected Participant, the excess of the (i) the Fair Market Value of a share of Common Stock, over (ii) the Exercise Price, multiplied by (iii) the number of shares for which the Option is being cancelled.
LIMITED STOCK APPRECIATION RIGHT. The Option shall include a Limited Stock Appreciation Right ("LSAR") relating to the number of shares of Stock set forth in Section 2. The LSAR shall be exercisable only in the event of a Change in Control of the Company and shall be subject to the terms and conditions set forth in Article VIII of the Plan.
