Table of Contents
A stock appreciation right, or a SAR, entitles a participant to receive a payment equal in value to the difference between the fair
market value of a share of stock on the date of exercise of the SAR over a specified exercise price of the SAR. SARs may be granted in tandem with a stock option, such that the recipient has the
opportunity to exercise either the stock option or the SAR, but not both. The base exercise price (above which any appreciation is measured) will not be less than 50% of the fair market value of the
common stock on the date of grant of the SAR or, in the case of an SAR granted in tandem with a stock option, the exercise price will be the same as the exercise price of the related stock option. The
administrator may pay that amount in cash, in shares of our common stock, or a combination. The terms, methods of exercise, methods of settlement, form of consideration payable in settlement, and any
other terms and conditions of any SAR will be determined by the administrator at the time of the grant of award and will be reflected in the award agreement.
A restricted stock award or restricted stock unit award is the grant of shares of our common stock either currently (in the case of
restricted stock) or at a future date (in the case of restricted stock units) at a price determined by the administrator (including zero), that is nontransferable and is subject to substantial risk of
forfeiture until specific conditions or goals are met. Conditions are typically based on continuing employment. During the period of restriction, participants holding shares of restricted stock shall,
except as otherwise provided in an individual award agreement, have full voting and dividend rights with respect to such shares but any stock dividends or other distributions payable in shares of
stock or other securities of ours will be subject to the same vesting conditions that apply to the shares of restricted stock in respect of which the dividend was made. The receipt of cash dividends
may also be deferred or required to be invested in additional shares of restricted stock. Participants holding restricted stock units may be entitled to receive payments equivalent to any dividends
declared with respect to the common stock referenced in the grant of the restricted stock units, but only following the close of the applicable restriction period and then only if the underlying
common stock has been earned. The restrictions will lapse in accordance with a schedule or other conditions determined by the administrator.
A performance unit award is a contingent right to receive predetermined shares of our common stock over an initial value for such
number of shares (which may be zero) established by the compensation committee at the time of grant if certain performance goals or other business objectives are met within the specified performance
period. The value of performance units will depend on the degree to which the specified performance goals are achieved but are generally based on the value of our common stock. The compensation
committee may, in its discretion, pay earned performance shares in cash, or stock, or a combination of both.
compensation committee has discretion to select the length of any applicable restriction or performance period, the kind and/or level of the applicable performance goal, and whether
the performance goal is to apply to us, one of our subsidiaries or any division or business unit, or to the recipient.
A stock grant is an award of shares of common stock without restriction. Stock grants may only be made in limited circumstances, such
as in lieu of other earned compensation. Stock grants are made without any forfeiture conditions.