appreciation in value definition
appreciation in value means the positive difference in value, if any, between the value of the Company on the closing date of an Acquisition, as reasonably determined in the sole and absolute discretion of the Board, and the value of the Company on the date that the Company grants the Executive Cash Incentive to the Executive, also as determined in the sole and absolute discretion of the Board. The Cash Incentive Percentage shall be a maximum amount of four percent (4%), which the Executive will “earn” or “vest” in equal quarterly increments over a four-year period, beginning as of the Effective Date. For illustrative purposes only, as of January 1, 2013 (one year following the Effective Date), the vested portion of his Cash Incentive Percentage will be 1% of the “appreciation in value”, and as of July 1, 2014 (two and one-half years following the Effective Date), the vested portion of his Cash Incentive Percentage will be 2.5% of the “appreciation in value”, provided the Executive is and has remained continuously employed at the Company through those dates. Should an Acquisition occur prior to the Cash Incentive Percentage becoming fully earned (i.e., having achieved 4%), the Cash Incentive Percentage shall be vested or earned in full on the Acquisition closing date, and be equal to 4% of the “appreciation in value”, provided that the Executive is and has remained continuously employed by the Company through the Acquisition closing date. In the event that the Executive has ceased to be an employee of the Company as of the closing date of an Acquisition, he shall nonetheless be entitled to receive the Executive Cash Incentive, provided, however, that the Cash Incentive Percentage shall be equal to the amount that has been vested as of the Executive’s employment termination date; and provided further that on or after the first anniversary of the Executive’s termination date (“Termination First Anniversary”), the Board in its sole and absolute discretion may reduce the Cash Incentive Percentage to account for Company issuances of stock and/or capital financing or related transactions that occur on or after the Termination First Anniversary. Any Executive Cash Incentive earned will be paid to the Employee within ninety (90) days following the Acquisition closing date.
appreciation in value means the difference between the Fair Market Value of each SAR share as of the Date of Grant ($1.79) and the Fair Market Value of each SAR share on the date the Recipient exercises such SAR.