USA Stock Appreciation Rights Agreement by Megadox


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THIS AGREEMENT confirms a grant of Stock Appreciation Rights (“SARs”) on [insert date
of grant of rights] (the “Grant Date”) by [NAME OF COMPANY] (the “Company”) to [NAME
OF EMPLOYEE] (the “Employee), who is an eligible Participant (as that word is defined in the
[year] [Name of company] Stock Appreciation Rights Plan), and who has made significant
contributions to the Company’s success in the past _______ [months / year(s)].

Each SAR granted to the Employee hereunder represents the right to receive, at the time of
exercise, a cash amount equal to the difference (the “Appreciation”) between the Fair Market
Value (“FMV”) of a single share of Common Stock and the Base Price of a single share of
Common Stock (as those terms are defined in the Company’s [year] Stock Appreciation Rights
Plan, as amended from time to time (the “Plan”). The SARs are issued in accordance with and
are subject to the terms of the Plan, which is incorporated herein by reference, and the following
additional terms and conditions: [as incentive plans generally allow for the board or a
compensation committee to decide on the terms of an employee’s grant of rights from time to
time, the terms upon which this specific grant is made will be set out here}

1.     The number of SARs being granted to the Employee hereunder is
       ___________________. As at the Grant Date, the Company has determined the Base
       Price of a single share of Common Stock to be $###.##. As at the Grant Date, the FMV
       of a single share of Common Stock was determined to be $###.##.

2.     The SARs may be exercised, in whole or in part, [set out exercise period, expiry date(s),
       etc as determined by the board / committee - if SARs are exercisable in installments, set
       out the dates which apply to each installment].

3.     To the extent exercisable, the SARs may be exercised from time to time by notice in
       writing to the Company, stating the number of SARs which are being exercised. The date
       a notice of exercise is received by the Company shall be the exercise date. Upon s
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