Effect on SARs Clause Samples

Effect on SARs. For purposes of this Section 11, the phrase “Change of Control” shall have the same meaning as set forth in the Amended and Restated 1986 Stock Option Plan of the Company (restated effective September 26, 2014), and shall also include (i) any merger or other similar transaction in which the Company does not survive or becomes a subsidiary of another Person (other than in connection with a reincorporation of the Company into another jurisdiction), (ii) a liquidation or dissolution of the Company and (iii) a transaction or series of related transactions as a result of or in connection with which the Common Stock becomes eligible for delisting on a national securities exchange; provided, however that a Change of Control shall not be deemed to include an Affiliate who acquires 50% or more but less than 75% of the combined voting power of the then outstanding securities of the Company having the right to vote in the election of directors.

Effect on SARs. In the event of a Change in Control, notwithstanding any provision of the Plan or this Agreement to the contrary, the SARs shall become immediately vested and exercisable.

Effect on SARs. [In the event of a Change in Control, notwithstanding any provision of the Plan or this Agreement to the contrary, the SARs shall become immediately vested and exercisable. If a Change in Control occurs and the Director’s Continuous Service is terminated by the Company (other than for Disability, death or Cause) in either case, within 12 months following the Change in Control, 100% of the SARs shall become immediately vested and exercisable. Unless otherwise determined by the Committee at the time of a Change in Control, a Change in Control shall have no effect on the SARs.]

Effect on SARs. Unless otherwise determined by the Committee at the time of a Change in Control, a Change in Control shall have no effect on the SARs.]

Effect on SARs. (a) Each SAR that is outstanding as of immediately prior to the Effective Time shall, to the extent not then vested, accelerate and become fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time. As of the Effective Time, each SAR that is then outstanding shall be cancelled and converted into the right to receive cash in an amount equal to the product of (i) the total number of Common Shares subject to the vested SAR, multiplied by (ii) the excess of (x) the Closing Common Share Price over (y) the SAR Base Value, which amount shall be paid in accordance with Section 2.9(b) (the “SARs Cash-Out Amount”). (b) On the Surviving Corporation’s next regularly scheduled payroll date following the Effective Time (but no later than ten (10) Business Days after the Effective Time), Buyer shall cause the Surviving Corporation or a subsidiary of the Surviving Corporation to, pay through the Surviving Corporation’s or the applicable subsidiary’s payroll the aggregate SARs Cash-Out Amount payable with respect to SARs held by current employees of the Company (net of any withholding Taxes required to be deducted and withheld by applicable legal requirements in accordance with Section 3.3). (c) In order to effectuate the forgoing, pursuant to the terms of the SARs Plan, the Company will provide each holder of SARs written notice of exercise not less than twenty (20) days prior to the anticipated Effective Time and prior to the Effective Time, the Board of Directors of the Company (or an applicable committee thereof) shall adopt any resolutions and take any actions that are necessary to (i) effectuate the provisions of this Section 2.9 and (ii) ensure that, from and after the Effective Time, neither Buyer nor the Surviving Corporation will be required to deliver Series B Common Stock or other capital stock of the Company to any Person pursuant to or in settlement of, and other than as set forth in Section 2.9, no Person will have any further rights with respect to, the SARs.

Effect on SARs. In the event of a Change in Control, notwithstanding any provision in the Plan or this Agreement to the contrary, the outstanding SARs granted herein shall become immediately 100% vested and exercisable, provided that (i) the Participant has provided Continuous Service to the Company/Subsidiary as of the consummation of the Change in Control, and (ii) the Participant did not initiate the event that resulted in the occurrence of such Change in Control in a capacity other than as an officer or director of the Company.