Common use of Termination of the SAR Clause in Contracts

Termination of the SAR. (a) The SAR shall automatically vest upon termination of Grantee's employment due to (i) Grantee's death, (ii) Grantee's Disability, (iii) Change in Control, (iv) termination by Company without Cause; or (v) resignation by the Grantee for Good Reason. The date Grantee's employment terminates shall be considered the Vesting Date for purposes of Paragraph 3, above. The SAR shall be exercised, pursuant to Paragraph 4 above, on the date that a general release of claims in favor of the Company becomes irrevocable pursuant to Grantee's Employment Agreement. (b) The SAR shall automatically terminate upon the happening of the first of the following events: (i) If the Base Amount is greater than the Fair Market Value of a share of stock on the Vesting Date. (ii) The date on which the Grantee ceases to be employed by, or provide service to, the Company for cause. (iii) The date the Grantee gives the Company notice of resignation, or resigns, without Good Reason. (c) For purposes of this SAR Agreement, the terms “Cause,” “Disability,” and “Good Reason” shall have the meaning set forth in the Grantee's Employment Agreement in effect as of the Date of Grant (“Employment Agreement”). “Change in Control” shall have the meaning set forth in the Plan.