TECD » Topics » II. Agreement

This excerpt taken from the TECD 10-Q filed Jun 8, 2006.

II. Agreement

For valuable consideration, the receipt of which is hereby acknowledged (electronically or using a method accepted by the Company), the Company hereby grants to the Holder the following Maximum Value Stock-Settled Stock Appreciation Right (hereinafter called the “MVSSAR”) in accordance with the following terms:

Section 1. Definitions. Unless otherwise defined herein, the terms defined in this agreement shall have the same defined meanings as in the Plan. In the event of a conflict between the terms and conditions of the Plan and this agreement, the terms and conditions of the Plan shall prevail. The following additional terms shall be defined as follows:

“Agreement” means this agreement between the Holder and the Company setting forth the terms and conditions of the grant of this MVSSAR and includes Part I, Notice of Equity Award and Part II, Agreement.



“Exercise Fair Market Value” means, as of any date, the last sales price for a Share (or if a Share was not traded on such date, on the next preceding day on which sales of a Share were reported) as quoted on the NASDAQ National Market, or on any other national exchange registered under the Exchange Act upon which the Common Stock is then listed, for the last market trading day prior to such date.

“Grant Price” means the date on which this MVSSAR is granted to the Holder, as specified in Part I.

“Maximum Value per MVSSAR” means the maximum total dollar value of USD$20 that can accrue to the Holder upon the exercise of one MVSSAR such that the Holder is never entitled to receive more than USD$20 in Exercise Fair Market Value of Shares upon exercise of one MVSSAR.

“Share” means one (1) share of Common Stock (as defined in Section 2(g) of the Plan).

Section 2. Grant of Maximum Value Stock-Settled Stock Appreciation Right. Subject to the terms and conditions hereinafter set forth, including Section 4(f) and the adjustments of Section 7, the Holder is granted MVSSARs at a Grant Price designated in Part I. Each one MVSSAR gives the Holder a right to receive the excess, if any, of the Exercise Fair Market Value of a Share on the day one vested MVSSAR is exercised over the Grant Price but not to exceed the Maximum Value per MVSSAR.

Section 3. Vesting of Maximum Value Stock-Settled Stock Appreciation Right. The MVSSAR shall vest and become exercisable according to the vesting schedule described in Part I and subject to the provisions of Section 10 of this agreement.

After a portion of the MVSSAR has become exercisable and during the term of this MVSSAR, the Holder shall be entitled to decide whether to exercise his/her MVSSAR subject to the conditions set forth in Section 4.

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