EXHIBIT 10.1
RENTECH, INC.
2009 INCENTIVE AWARD
PLAN
ARTICLE 1.
PURPOSE
The purpose of
the Rentech, Inc. 2009 Incentive Award Plan (the “
Plan ”) is to promote the success and enhance the
value of Rentech, Inc. (the “ Company ”) by
linking the personal interests of certain members of the Board,
Employees, and Consultants to those of Company stockholders and by
providing such individuals with an incentive for outstanding
performance to generate superior returns to Company stockholders.
The Plan is further intended to provide flexibility to the Company
in its ability to motivate, attract, and retain the services of
certain members of the Board, Employees, and Consultants upon whose
judgment, interest, and special effort the successful conduct of
the Company’s operation is largely dependent.
ARTICLE 2.
DEFINITIONS AND
CONSTRUCTION
Wherever the
following terms are used in the Plan they shall have the meanings
specified below, unless the context clearly indicates otherwise.
The singular pronoun shall include the plural where the context so
indicates.
2.1 “
Award ” means an Option, a Restricted Stock award, a
Stock Appreciation Right award, a Performance Share award, a
Performance Stock Unit award, a Dividend Equivalents award, a Stock
Payment award, a Deferred Stock award, a Restricted Stock Unit
award, a Performance Bonus Award, or a Performance-Based Award
granted to a Participant pursuant to the Plan.
2.2 “
Award Agreement ” means any written agreement,
contract, or other instrument or document evidencing an Award,
including through electronic medium.
2.3 “
Board ” means the Board of Directors of the
Company.
2.4 “
Change in Control ” means:
(a) A
transaction or series of transactions (other than an offering of
Stock to the general public through a registration statement filed
with the Securities and Exchange Commission) whereby any
“person” or related “group” of
“persons” (as such terms are used in Sections 13(d) and
14(d)(2) of the Exchange Act) (other than the Company, any of its
subsidiaries, an employee benefit plan maintained by the Company or
any of its subsidiaries or a “person” that, prior to
such transaction, directly or indirectly controls, is controlled
by, or is under common control with, the Company) directly or
indirectly acquires beneficial ownership (within the meaning of
Rule 13d-3 under the Exchange Act) of securities of the
Company possessing more than 50% of the total combined voting power
of the Company’s securities outstanding immediately after
such acquisition; or
(b) During
any twelve-month period, individuals who, at the beginning of such
period, constitute the Board together with any new director(s)
(other than a director designated by a person who shall have
entered into an agreement with the Company to effect a transaction
described in Section 2.4(a) or Section 2.4(c)) whose
election by the Board or nomination for election by the
Company’s stockholders was approved by a vote of at least a
majority of the directors then still in office who either were
directors at the beginning of the twelve-month period or whose
election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof;
or
(c) The
consummation by the Company (whether directly involving the Company
or indirectly involving the Company through one or more
intermediaries) of (x) a merger, consolidation,
reorganization, or business combination or (y) a sale or other
disposition of all or substantially all of the Company’s
assets in any single transaction or series of related transactions
or (z) the acquisition of assets or stock of another entity,
in each case other than a transaction:
(i) Which
results in the Company’s voting securities outstanding
immediately before the transaction continuing to represent (either
by remaining outstanding or by being converted into voting
securities of the Company or the person that, as a result of the
transaction, controls, directly or indirectly, the Company or owns,
directly or indirectly, all or substantially all of the
Company’s assets or otherwise succeeds to the business of the
Company (the Company or such person, the “ Successor
Entity ”)) directly or indirectly, at least a majority of
the combined voting power of the Successor Entity’s
outstanding voting securities immediately after the transaction,
and
(ii) After
which no person or group beneficially owns voting securities
representing 35% or more of the combined voting power of the
Successor Entity; provided , however , that no person
or group shall be treated for purposes of this
Section 2.4(c)(ii) as beneficially owning 35% or more of
combined voting power of the Successor Entity solely as a result of
the voting power held in the Company prior to the consummation of
the transaction; or
(d) The
Company’s stockholders approve a liquidation or dissolution
of the Company.
The Committee
shall have full and final authority, which shall be exercised in
its discretion, to determine conclusively whether a Change in
Control of the Company has occurred pursuant to the above
definition, and the date of the occurrence of such Change in
Control and any incidental matters relating
thereto. Notwithstanding anything herein or in any Award
Agreement to the contrary, if a Change in Control constitutes a
payment event with respect to any Award which provides for a
deferral of compensation that is subject to Section 409A of the
Code, the transaction or event described in subsection (a), (b),
(c) or (d) must also constitute a “change in control
event,” as defined in Treasury Regulation
§1.409A-3(i)(5), in order to constitute a Change in Control
for purposes of payment of such Award.
2.5 “
Code ” means the Internal Revenue Code of 1986, as
amended, together with the regulations and other official guidance
promulgated thereunder.
2.6 “
Committee ” means the committee of the Board described
in Article 12.
2.7 “
Consultant ” means any consultant or adviser if:
(a) the consultant or adviser renders bona fide services to
the Company; (b) the services rendered by the consultant or
adviser are not in connection with the offer or sale of securities
in a capital-raising transaction and do not directly or indirectly
promote or maintain a market for the Company’s securities;
and (c) the consultant or adviser is a natural person who has
contracted directly with the Company to render such
services.
2.8 “
Covered Employee ” means an Employee who is, or could
be, a “covered employee” within the meaning of
Section 162(m) of the Code.
2.9 “
Deferred Stock ” means a right to receive a specified
number of shares of Stock during specified time periods pursuant to
Section 8.5.
2.10 “
Disability ” means that the Participant qualifies to
receive long-term disability payments under the Company’s
long-term disability insurance program, as it may be amended from
time to time or, if no such plan is applicable to a Participant, as
determined in the sole discretion of the
Committee. Notwithstanding anything herein or in any
Award Agreement to the contrary, if a Disability constitutes a
payment event with respect to any Award which provides for a
deferral of compensation that is subject to Section 409A of the
Code, the Participant shall only experience a Disability
hereunder for purposes of the payment of such Award if the
Participant is “disabled” within the meaning of
Treasury Regulation Section 1.409A-3(i)(4).
2.11 “
Dividend Equivalents ” means a right granted to a
Participant pursuant to Section 8.3 to receive the equivalent
value (in cash or Stock) of dividends paid on Stock.
2.12 “
Effective Date ” shall have the meaning set forth in
Section 13.1.
2.13 “
Eligible Individual ” means any person who is an
Employee, a Consultant or an Independent Director, as determined in
the sole discretion of the Committee, provided, however ,
that notwithstanding the foregoing, the Company’s
Chief Executive Officer as of the Effective Date shall not be an
Eligible Individual for purposes of this Plan and shall not receive
any Awards hereunder for so long as he shall remain Chief Executive
Officer of the Company.
2.14 “
Employee ” means any officer or other employee (as
defined in accordance with Section 3401(c) of the Code) of the
Company or any Subsidiary.
2.15 “
Equity Restructuring ” shall mean a nonreciprocal
transaction between the Company and its stockholders, such as a
stock dividend, stock split, spin-off, rights offering or
recapitalization through a large, nonrecurring cash dividend, that
affects the number or kind of shares of Stock (or other securities
of the Company) or the share price of Stock (or other securities)
and causes a change in the per share value of the Stock underlying
outstanding Awards.
2.16 “
Exchange Act ” means the Securities Exchange Act of
1934, as amended.
2.17 “
Fair Market Value ” means, as of any given date, the
value of a share of Stock determined as follows:
(i) If
the Stock is listed on any established stock exchange (such as the
New York Stock Exchange, the NASDAQ Global Market and the NASDAQ
Global Select Market) or national market system, its Fair Market
Value shall be the closing sales price for a share of Stock as
quoted on such exchange or system for such date or, if there is no
closing sales price for a share of Stock on the date in question,
the closing sales price for a share of Stock on the last preceding
date for which such quotation exists, as reported in The Wall
Street Journal or such other source as the Committee deems
reliable;
(ii) If
the Stock is not listed on an established stock exchange or
national market system, but the Stock is regularly quoted by a
recognized securities dealer, its Fair Market Value shall be the
mean of the high bid and low asked prices for such date or, if
there are no high bid and low asked prices for a share of Stock on
such date, the high bid and low asked prices for a share of Stock
on the last preceding date for which such information exists, as
reported in The Wall Street Journal or such other source as
the Committee deems reliable; or
(iii) If
the Stock is neither listed on an established stock exchange or a
national market system nor regularly quoted by a recognized
securities dealer, its Fair Market Value shall be established by
the Committee in good faith.
2.18 “
Full Value Award ” means any Award other than an
Option or other Award for which the Participant pays the intrinsic
value (whether directly or by forgoing a right to receive a payment
from the Company).
2.19 “
Incentive Stock Option ” means an Option that is
intended to meet the requirements of Section 422 of the Code
or any successor provision thereto.
2.20 “
Independent Director ” means a member of the Board who
is not an Employee of the Company.
2.21 “
Non-Employee Director ” means a member of the Board
who qualifies as a “Non-Employee Director” as defined
in Rule 16b-3(b)(3) under the Exchange Act, or any successor
rule.
2.22 “
Non-Qualified Stock Option ” means an Option that is
not intended to be an Incentive Stock Option.
2.23 “
Option ” means a right granted to a Participant
pursuant to Article 5 of the Plan to purchase a specified
number of shares of Stock at a specified price during specified
time periods. An Option may be either an Incentive Stock Option or
a Non-Qualified Stock Option.
2.24 “
Participant ” means any Eligible Individual who, as a
member of the Board, Consultant or Employee, has been granted an
Award pursuant to the Plan.
2.25 “
Performance-Based Award ” means an Award granted to
selected Covered Employees pursuant to Section 8.7, but which
is subject to the terms and conditions set forth in Article 9.
All Performance-Based Awards are intended to qualify as Qualified
Performance-Based Compensation.
2.26 “
Performance Bonus Award ” has the meaning set forth in
Section 8.7.
2.27 “
Performance Criteria ” means the criteria that the
Committee selects for purposes of establishing the Performance Goal
or Performance Goals for a Participant for a Performance Period.
The Performance Criteria that will be used to establish Performance
Goals are limited to the following: net earnings (either before or
after interest, taxes, depreciation and amortization), economic
value-added, sales or revenue, net income (either before or after
taxes), operating earnings, cash flow (including, but not limited
to, operating cash flow and free cash flow), cash flow return on
capital, return on net assets, return on stockholders’
equity, return on assets, return on capital, stockholder returns,
return on sales, gross or net profit margin, productivity, expense,
margins, operating efficiency, customer satisfaction, working
capital, earnings per share, price per share of Stock, and market
share, any of which may be measured either in absolute terms or as
compared to any incremental increase or as compared to results of a
peer group. The Committee shall define in an objective fashion the
manner of calculating the Performance Criteria it selects to use
for such Performance Period for such Participant.
2.28 “
Performance Goals ” means, for a Performance Period,
the goals established in writing by the Committee for the
Performance Period based upon the Performance Criteria. Depending
on the Performance Criteria used to establish such Performance
Goals, the Performance Goals may be expressed in terms of overall
Company performance or the performance of a division, business
unit, or an individual. The Committee, in its discretion, may,
within the time prescribed by Section 162(m) of the Code,
adjust or modify the calculation of Performance Goals for such
Performance Period in order to prevent the dilution or enlargement
of the rights of Participants (a) in the event of, or in
anticipation of, any unusual or extraordinary corporate item,
transaction, event, or development, or (b) in recognition of,
or in anticipation of, any other unusual or nonrecurring events
affecting the Company, or the financial statements of the Company,
or in response to, or in anticipation of, changes in applicable
laws, regulations, accounting principles, or business
conditions.
2.29 “
Performance Period ” means the one or more periods of
time, which may be of varying and overlapping durations, as the
Committee may select, over which the attainment of one or more
Performance Goals will be measured for the purpose of determining a
Participant’s right to, and the payment of, a
Performance-Based Award.
2.30 “
Performance Share ” means a right granted to a
Participant pursuant to Section 8.1, to receive Stock, the
payment of which is contingent upon achieving certain Performance
Goals or other performance-based targets established by the
Committee.
2.31 “
Performance Stock Unit ” means a right granted to a
Participant pursuant to Section 8.2, to receive Stock, the
payment of which is contingent upon achieving certain Performance
Goals or other performance-based targets established by the
Committee.
2.32 “
Plan ” means this Rentech, Inc. 2009 Incentive
Award Plan, as it may be amended from time to time.
2.33 “
Qualified Performance-Based Compensation ” means any
compensation that is intended to qualify as “qualified
performance-based compensation” as described in
Section 162(m)(4)(C) of the Code.
2.34 “
Restricted Stock ” means Stock awarded to a
Participant pursuant to Article 6 that is subject to certain
restrictions and may be subject to risk of forfeiture.
2.35 “
Restricted Stock Unit ” means an Award granted
pursuant to Section 8.6.
2.36 “
Securities Act ” shall mean the Securities Act of
1933, as amended.
2.37 “
Stock ” means the common stock of the Company, par
value $0.01 per share, and such other securities of the Company
that may be substituted for Stock pursuant to
Article 11.
2.38 “
Stock Appreciation Right ” or “ SAR
” means a right granted pursuant to Article 7 to receive
a payment equal to the excess of the Fair Market Value of a
specified number of shares of Stock on the date the SAR is
exercised over the Fair Market Value on the date the SAR was
granted as set forth in the applicable Award Agreement.
2.39 “
Stock Payment ” means (a) a payment in the form
of shares of Stock, or (b) an option or other right to
purchase shares of Stock, as part of any bonus, deferred
compensation or other arrangement, made in lieu of all or any
portion of the compensation, granted pursuant to
Section 8.4.
2.40 “
Subsidiary ” means any “subsidiary
corporation” as defined in Section 424(f) of the Code
and any applicable regulations promulgated thereunder or any other
entity of which a majority of the outstanding voting stock or
voting power is beneficially owned directly or indirectly by the
Company.
ARTICLE 3.
SHARES SUBJECT TO THE
PLAN
3.1
Number of Shares .
(a) Subject
to Article 11 and Section 3.1(b), the aggregate number of
shares of Stock which may be issued or transferred pursuant to
Awards under the Plan is 9,500,000.
(b) To
the extent that an Award terminates, expires, or lapses for any
reason, any shares of Stock subject to the Award shall again be
available for the grant of an Award pursuant to the Plan; however,
any shares of Stock tendered or withheld to satisfy the grant or
exercise price or tax withholding obligation pursuant to any Award
shall not again be available for the grant of an Award pursuant to
the Plan. To the extent permitted by applicable law or any exchange
rule, shares of Stock issued in assumption of, or in substitution
for, any outstanding awards of any entity acquired in any form of
combination by the Company or any Subsidiary shall not be counted
against shares of Stock available for grant pursuant to this Plan.
The payment of Dividend Equivalents in cash in conjunction with any
outstanding Awards shall not be counted against the shares
available for issuance under the Plan. Notwithstanding the
provisions of this Section 3.1(b), no shares of Stock may
again be optioned, granted or awarded if such action would cause an
Incentive Stock Option to fail to qualify as an incentive stock
option under Section 422 of the Code.
3.2
Stock Distributed . Any Stock distributed pursuant to an
Award may consist, in whole or in part, of authorized and unissued
Stock, treasury Stock or Stock purchased on the open
market.
3.3
Limitation on Number of Shares Subject to Awards .
Notwithstanding any provision in the Plan to the contrary, and
subject to Article 11, the maximum number of shares of Stock
with respect to one or more Awards that may be granted to any one
Eligible Individual during a rolling three-year period (measured
from the date of any grant) shall be four million and the
maximum amount that may be paid in cash during any calendar year
with respect to any Performance-Based Award (including, without
limitation, any Performance Bonus Award) shall be
$2,000,000.
ARTICLE 4.
ELIGIBILITY AND
PARTICIPATION
4.1
Eligibility . Each Eligible Individual shall be eligible to
be granted one or more Awards pursuant to the Plan.
4.2
Participation . Subject to the provisions of the Plan, the
Committee may, from time to time, select from among all Eligible
Individuals, those to whom Awards shall be granted and shall
determine the nature and amount of each Award. No Eligible
Individual shall have any right to be granted an Award pursuant to
this Plan. No individual who is not an Eligible
Individual shall be granted any Award under this Plan.
4.3
Foreign Participants . Notwithstanding any provision of the
Plan to the contrary, in order to comply with the laws in other
countries in which the Company and its Subsidiaries operate or have
Eligible Individuals, the Committee, in its sole discretion, shall
have the power and authority to: (i) determine which
Subsidiaries shall be covered by the Plan; (ii) determine
which Eligible Individuals outside the United States are eligible
to participate in the Plan; (iii) modify the terms and
conditions of any Award granted to Eligible Individuals outside the
United States to comply with applicable foreign laws;
(iv) establish subplans and modify exercise procedures and
other terms and procedures, to the extent such actions may be
necessary or advisable (any such subplans and/or modifications
shall be attached to this Plan as appendices); provided, however,
that no such subplans and/or modifications shall increase the share
limitations contained in Sections 3.1 and 3.3 of the Plan; and
(v) take any action, before or after an Award is made, that it
deems advisable to obtain approval or comply with any necessary
local governmental regulatory exemptions or approvals.
Notwithstanding the foregoing, the Committee may not take any
actions hereunder, and no Awards shall be granted, that would
violate the Exchange Act, the Code, any securities law or governing
statute or any other applicable law.
ARTICLE 5.
STOCK OPTIONS
5.1
General . The Committee is authorized to grant Options to
Eligible Individuals on the following terms and
conditions:
(a)
Exercise Price . The exercise price per share of Stock
subject to an Option shall be determined by the Committee and set
forth in the Award Agreement; provided, that, subject to
Section 5.2(d), the exercise price for any Option shall not be
less than 100% of the Fair Market Value of a share of Stock on the
date of grant.
(b)
Time and Conditions of Exercise . The Committee shall
determine the time or times at which an Option may be exercised in
whole or in part; provided that the term of any Option granted
under the Plan shall not exceed ten years. The Committee shall also
determine the performance or other conditions, if any, that must be
satisfied before all or part of an Option may be
exercised.
(c)
Payment . The Committee shall determine the methods by which
the exercise price of an Option may be paid, the form of payment,
including, without limitation: (i) cash, (ii) shares of
Stock held for such period of time as may be required by the
Committee in order to avoid adverse accounting consequences and
having a Fair Market Value on the date of delivery equal to the
aggregate exercise price of the Option or exercised portion
thereof, or (iii) other property acceptable to the Committee
(including through the delivery of a notice that the Participant
has placed a market sell order with a broker with respect to shares
of Stock then issuable upon exercise of the Option, and that the
broker has been directed to pay a sufficient portion of the net
proceeds of the sale to the Company in satisfaction of the Option
exercise price; provided that payment of such proceeds is then made
to the Company upon settlement of such sale), and the methods by
which shares of Stock shall be delivered or deemed to be delivered
to Participants. Notwithstanding any other provision of the Plan to
the contrary, no Participant who is a member of the Board or an
“executive officer” of the Company within the meaning
of Section 13(k) of the Exchange Act shall be permitted to pay
the exercise price of an Option, or continue any extension of
credit with respect to the exercise price of an Option with a loan
from the Company or a loan arranged by the Company in violation of
Section 13(k) of the Exchange Act.
(d)
Evidence of Grant . All Options shall be evidenced by an
Award Agreement between the Company and the Participant. The Award
Agreement shall include such additional provisions as may be
specified by the Committee.
5.2
Incentive Stock Options . Incentive Stock Options shall be
granted only to Eligible Individuals who are Employees and the
terms of any Incentive Stock Options granted pursuant to the Plan,
in addition to the requirements of Section 5.1, must comply
with the provisions of this Section 5.2.
(a)
Expiration . Subject to Section 5.2(c), an Incentive
Stock Option shall expire and may not be exercised to any extent by
anyone after the first to occur of the following events:
(i) Ten
years from the date it is granted, unless an earlier time is set in
the Award Agreement;
(ii) Six
months after the Participant’s termination of employment as
an Employee other than on account of the Participant’s
Disability or death, provided , that any exercise of an
Option more than three months after the Participant’s
termination of employment as an Employee on account of the
Participant’s Disability or death shall cause such Option to
be treated as a Non-Qualified Stock Option; and
(iii) One
year after the date of the Participant’s termination of
employment or service on account of Disability or death. Upon the
Participant’s Disability or death, any Incentive Stock
Options exercisable at the Participant’s Disability or death
may be exercised by the Participant’s legal representative or
representatives, by the person or persons entitled to do so
pursuant to the Participant’s last will and testament, or, if
the Participant fails to make testamentary disposition of such
Incentive Stock Option or dies intestate, by the person or persons
entitled to receive the Incentive Stock Option pursuant to the
applicable laws of descent and distribution.
(b)
Dollar Limitation . The aggregate Fair Market Value
(determined as of the time the Option is granted) of all shares of
Stock with respect to which Incentive Stock Options are first
exercisable by a Participant in any calendar year may not exceed
$100,000 or such other limitation as imposed by Section 422(d)
of the Code, or any successor provision. To the extent that
Incentive Stock Options are first exercisable by a Participant in
excess of such limitation, the excess shall be considered
Non-Qualified Stock Options.
(c)
Ten Percent Owners . An Incentive Stock Option shall be
granted to any individual who, at the date of grant, owns stock
possessing more than ten percent of the total combined voting power
of all classes of Stock of the Company only if such Option is
granted at a price that is not less than 110% of Fair Market Value
on the date of grant and the Option is exercisable for no more than
five years from the date of grant.
(d)
Notice of Disposition . The Participant shall give the
Company prompt notice of any disposition of shares of Stock
acquired by exercise of an Incentive Stock Option within
(i) two years from the date of grant of such Incentive Stock
Option or (ii) one year after the transfer of such shares of
Stock to the Participant.
(e)
Right to Exercise . During a Participant’s lifetime,
an Incentive Stock Option may be exercised only by the
Participant.
(f)
Failure to Meet Requirements . Any Option (or portion
thereof) purported to be an Incentive Stock Option, which, for any
reason, fails to meet the requirements of Section 422 of the
Code shall be considered a Non-Qualified Stock Option.
5.3
Granting of Options to Independent Directors . The Board may
from time to time, in its sole discretion, and subject to the
limitations of the Plan:
(a) Select
from among the Independent Directors (including Independent
Directors who have previously been granted Options under the Plan)
such of them as in its opinion should be granted
Options;
(b) Subject
to Section 3.3, determine the number of shares of Stock that
may be purchased upon exercise of the Options granted to such
selected Independent Directors; and
(c) Subject
to the provisions of this Article 5, determine the terms and
conditions of such Options, consistent with the Plan.
Options granted
to Independent Directors shall be Non-Qualified Stock
Options.
ARTICLE 6.
RESTRICTED STOCK
AWARDS
6.1
Grant of Restricted Stock . The Committee is authorized to
make Awards of Restricted Stock to any Participant selected by the
Committee in such amounts and subject to such terms and conditions
as determined by the Committee. All Awards of Restricted Stock
shall be evidenced by an Award Agreement.
6.2
Issuance and Restrictions . Subject to Section 10.6,
Restricted Stock shall be subject to such restrictions on
transferability and other restrictions as the Committee may impose
(including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the
Restricted Stock). These restrictions may lapse separately or in
combination at such times, pursuant to such circumstances, in such
installments, or otherwise, as the Committee determines at the time
of the grant of the Award or thereafter.
6.3
Forfeiture . Except as otherwise determined by the Committee
at the time of the grant of the Award or thereafter, upon
termination of employment or service during the applicable
restriction period, Restricted Stock that is at that time subject
to restrictions shall be forfeited; provided, however, that,
except as otherwise provided by Section 10.6, the Committee
may (a) provide in any Restricted Stock Award Agreement that
restrictions or forfeiture conditions relating to Restricted Stock
will be waived in whole or in part in the event of terminations
resulting from specified causes, and (b) in other cases waive
in whole or in part restrictions or forfeiture conditions relating
to Restricted Stock.
6.4
Certificates for Restricted Stock . Restricted Stock granted
pursuant to the Plan may be evidenced in such manner as the
Committee shall determine. If certificates representing shares of
Restricted Stock are registered in the name of the Participant,
certificates must bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Restricted
Stock, and the Company may, at its discretion, retain physical
possession of the certificate until such time as all applicable
restrictions lapse.
ARTICLE 7.
STOCK APPRECIATION
RIGHTS
7.1
Grant of Stock Appreciation Rights .
(a) A
Stock Appreciation Right may be granted to any Participant selected
by the Committee. A Stock Appreciation Right shall be subject to
such terms and conditions not inconsistent with the Plan as the
Committee shall impose and shall be evidenced by an Award
Agreement.
(b) A
Stock Appreciation Right shall entitle the Participant (or other
person entitled to exercise the Stock Appreciation Right pursuant
to the Plan) to exercise all or a specified portion of the Stock
Appreciation Right (to the extent then exercisable pursuant to its
terms) and to receive from the Company an amount equal to the
product of (i) the excess of (A) the Fair Market Value of
the Stock on the date the Stock Appreciation Right is exercised
over (B) the Fair Market Value of the Stock
