Examples of Replacement SAR in a sentence
The base price of Continuing Corporation Common Stock for purposes of each Replacement SAR shall equal (y) the base price of SMMF Common Stock subject to such SMMF SAR divided by (z) the Exchange Ratio, rounded up to the nearest whole cent.
The Award Agreement with respect to such Replacement SARs shall provide that the Grantee may exercise a Replacement SAR at the same time as if the Grantee had held the Replacement SAR since the grant date of the Sears SAR it replaces, subject to the limitations of Article 8(c), if applicable.
The benefit for each Replacement SAR granted in replacement of a limited stock appreciation right ("Replacement LSAR") identified with a Sears Option shall be equal to the difference between the Change of Control Value of a share of Stock on the date of exercise of such Replacement SAR and the Option Price of the related Replacement Option.
Except as otherwise provided herein, a Replacement Option or Replacement SAR may not be transferred except by will or the laws of descent and distribution and, during the lifetime of its grantee (or, if the grantee is not a natural person, while the grantee continues in existence), may be exercised only by such grantee.
The terms and conditions of each Replacement Option (or set of Replacement Options) or Replacement SAR granted in substitution for any given Predecessor Option are as shown on Schedule I (except that the number of covered shares or units there shown shall be proportionately reduced to reflect the extent, if any, to which the related Predecessor Option is exercised or otherwise terminated prior to the Effective Time and except as provided in the next sentence) and are as otherwise provided in this Plan.
The Cash Replacement SAR Amount for such cancelled Unvested Company SAR will be payable in accordance with the vesting terms of such Unvested Company SARs.
Notwithstanding the above, any Replacement Option classified as an NQSO and any Replacement SAR may be transferred without payment of consideration to immediate family members (as defined herein), trusts for the benefit of immediate family members, and partnerships consisting only of immediate family members.
Anything above to the contrary notwithstanding, however, if any Predecessor Option scheduled in Schedule I is held at the adoption date by a person not an Unrelated Holder but immediately before the Effective Time is held by an Unrelated Holder, the Replacement Options(s) granted with respect to that Predecessor Option shall not become effective and, instead, shall be converted at the Effective Time into a Replacement SAR on terms equivalent to those of the converted Replacement Options(s).
Notwithstanding any other provision of this Plan to the contrary: no option, stock appreciation right, or other award shall be granted under this Plan other than Replacement Options and Replacement SARs; no grant of any kind shall be made under this Plan after the Effective Time; and no grant of a Replacement Option or Replacement SAR made before the Effective Time shall become effective unless and until the Effective Time occurs.
For purposes of this Section, "immediate family members" shall consist of the spouse of the grantee of the Predecessor Option to which a Replacement Option or Replacement SAR relates or such grantee's issue (whether natural, adopted, or in the process of adoption), spouse of issue, or ancestor.