Delaware Share Appreciation Rights Plan with amendment

State:
Multi-State
Control #:
US-CC-18-400D
Format:
Word; 
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18-400D 18-400D . . . Share Appreciation Rights Plan under which stock option committee determines to whom units are awarded, number of units to be awarded and terms of such units. On grant date, committee assigns each unit a base value which cannot be less than market value of share of common stock on that date. Each award becomes exercisable with respect to 25% of units awarded on each of first four anniversaries of grant date, provided grantee has been continually employed full-time by corporation or subsidiary. Units may be exercised, to extent vested, at any time until five years after grant date. Upon exercise of vested units, grantee is entitled to receive net appreciation of such units in cash or in shares of common stock, as determined by committee

Delaware Share Appreciation Rights Plan (SHARP) is a type of equity compensation plan that allows employees of a Delaware corporation to receive appreciation rights tied to the company's stock value. This plan, with its amendment, offers employees the opportunity to profit from any increase in the stock price over a specified period. The primary objective of an SHARP is to incentivize and retain talented employees by aligning their interests with that of the company's shareholders. The plan's amendment provides for modifications to the original terms and conditions to suit evolving market conditions, changes in tax laws, or adjust to the company's performance. The Delaware SHARP typically grants participants the right to receive a cash payment equal to the difference between the fair market value of the shares at the time of exercise and a predetermined base price set at the grant date. This payout is known as the appreciation right. There are various types of Delaware Share Appreciation Rights Plan with amendments, each designed to meet specific objectives and circumstances. These different variants may include: 1. Performance-Based SHARP: In this type, the grant and exercise of appreciation rights are contingent upon meeting predetermined performance goals, such as achieving a certain revenue growth rate or increase in profitability. This aligns employee compensation with the company's overall performance. 2. Time-Based SHARP: This variant grants appreciation rights to employees based on a specific vesting schedule. As time progresses, a certain percentage of the rights become exercisable. This encourages employees to stay with the company for a predetermined period, fostering loyalty and longevity. 3. Phantom SHARP: Also known as Shadow SARS, this type does not involve the actual issuance of company shares, but participants receive cash payouts equivalent to the appreciation value upon exercise. This enables companies to bypass potential dilution of existing shareholders and offers flexibility in structuring the plan. 4. Cash-Settled SARS: Unlike stock options, this type of Delaware SHARP settles in cash rather than company shares. Participants receive a cash payment equal to the appreciation value, eliminating the need for employees to purchase the underlying stock. 5. Reload SARS: With this variant, employees who exercise their SARS receive additional grant equivalents based on the number of surrendered rights. The reloading feature ensures that participants can continue benefiting from potential future stock price increases. Overall, Delaware Share Appreciation Rights Plans with amendments empower companies to reward and motivate their employees by tying their compensation to the company's success. These plans are tailored to individual circumstances, and the specific type chosen depends on the company's objectives and desired employee incentives. It is crucial for businesses to consult legal and tax advisors to ensure compliance with Delaware state laws and regulations.

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FAQ

Stock Appreciation Rights plans do not result in equity dilution because actual shares are not being transferred to the employee. Participants do not become owners. Instead, they are potential cash beneficiaries in the appreciation of the underlying company value.

SARs may be settled in cash or shares. However, it is more common for SARs to be settled in cash. A SAR is similar to a stock option except that the recipient is not required to pay an exercise price to exercise the SAR.

Intrinsic value is the difference between the fair value of the shares and the price that is to be paid for the shares by the counterparty.

A SAR is very similar to a stock option, but with a key difference. When a stock option is exercised, an employee has to pay the grant price and acquire the underlying security. However, when a SAR is exercised, the employee does not have to pay to acquire the underlying security.

Stock appreciation rights are similar to stock options in that they are granted at a set price, and they generally have a vesting period and an expiration date. Once a stock appreciation right vests, an employee can exercise it at any time prior to its expiration.

Stock Appreciation Right (SAR) entitles an employee, who is a shareholder in a company, to a cash payment proportionate to the appreciation of stock traded on a public exchange market. SAR programs provide companies with the flexibility to structure the compensation scheme in a way that suits their beneficiaries.

SARs are taxed the same way as non-qualified stock options (NSOs). There are no tax consequences of any kind on either the grant date or when they are vested. However, participants must recognize ordinary income on the spread at the time of exercise. 2 Most employers will also withhold supplemental federal income tax.

How do I value it? For purposes of financial disclosure, you may value a stock appreciation right based on the difference between the current market value and the grant price. This formula is: (current market value ? grant price) x number of shares = value.

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This STOCK APPRECIATION RIGHTS AGREEMENT (“Agreement”) is made as of the Grant Date set forth above between YUM CHINA HOLDINGS, INC., a Delaware corporation ( ... Jan 23, 2023 — Plans that authorize sell-to-cover transactions to satisfy tax withholding obligations incident to the vesting of certain equity awards, such as ...To amend stock in a Delaware corporation, you'll need to file a Certificate of Amendment, signed by authorized parties in your company, with the state. Oct 1, 2022 — A Q&A guide to employee share plans law in the United States. AN ACT TO AMEND TITLE 6, CHAPTER 73 OF THE DELAWARE CODE TO HARMONIZE WITH FEDERAL LAW, MODERNIZE, AND CLARIFY CERTAIN PROVISIONS. BE IT ENACTED BY THE GENERAL ... The Company hereby reserves the right to amend, modify, restate, supplement or terminate this Agreement or any such Plan without the consent of the Grantee, so ... by LEO HERZEL · 1978 · Cited by 18 — % 26,967, as amended, that payment of a stock appreciation right in cash must be in the discretion of the corporation (see the discussion concerning this ... Please submit your request with the appropriate fees and cover memo. Filing Cover Memo Complete and submit with document; Stock corporation · Non-stock ... When a partnership or LLC grants a profits interest, it awards the recipient a right to share in the future profits and appreciation in value of the entity ... Aug 11, 2022 — The changes to the Delaware statutes make the processes for issuances of stock, rights, and options more uniform and allow the board to delegate ...

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Delaware Share Appreciation Rights Plan with amendment