ex10-1.htm


    
      

    

    Exhibit
10.1

     

    


     

    STOCK
APPRECIATION RIGHTS AWARD

     

    Granted
by

     

    Aware,
Inc. (the
“Company”)

     

    Under
the 2001 Nonqualified Stock Plan

     

    


     

    This
Stock Appreciation Rights (“SARs”) Award is and shall be subject in every
respect to the provisions of the Company’s 2001 Nonqualified Stock Plan (the
“Plan”), as amended from time to time, which is incorporated herein by reference
and made a part hereof.  The holder of this Award (the “Holder”)
hereby accepts this Award subject to all the terms and provisions of the Plan
and agrees that (a) in the event of any conflict between the terms hereof and
those of the Plan, the latter shall prevail, and (b) all decisions under and
interpretations of the Plan by the Board or the Committee shall be final,
binding and conclusive upon the Holder and his or her heirs and legal
representatives.  Capitalized terms used herein but not defined shall
have the meanings set forth in the Plan.

     

    This
Award shall entitle the Holder to receive a payment upon the “Payment Date” (as
defined below) equal to the product of (a) the excess (if any) of the SAR
Valuation as of the Payment Date, over the Base SAR Valuation as set forth
below, multiplied by (b) the number of SARs granted herein that have vested as
of the Payment Date pursuant to the Vesting Schedule set forth
below.  Such benefit shall be payable in the form of shares of the
Company’s common stock, $0.01 par value per share (“Common Stock”), valued for
these purposes at the Fair Market Value of a share of Common Stock on the
Payment Date.  SAR Valuation shall mean the Fair Market Value of a
share of Common Stock on the applicable date, and “Payment Date” shall mean the
earlier to occur of the Termination Date (as defined below) or the Expiration
Date (set forth below).  Any SARs granted herein that have not vested
as of the Payment Date shall terminate as of the Payment Date, and no payment
shall be made with respect to such SARs.

     

    
      
        
          
            
              
                	
                        1.

                      	
                        Name
      of Holder:

                      
	 	 
	
                        2.

                      	
                        Date
      of Grant:

                      
	 	 
	
                        3.

                      	
                        Expiration
      Date:

                      
	 	 
	
                        4.

                      	
                        Number
      of SARs granted:

                      
	 
      	 
      
	
                        5.

                      	
                        Base
      SAR Valuation:

                      
	 	 
	
                        6.

                      	
                        Termination
      Date:

                      


              

               

            

          

        

      

    

    For an
employee of the Company, Termination Date shall mean the later of (a) the date
upon which the Holder ceases to be employed by the Company and (b) the date the
Holder ceases to provide paid services for the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      For a
director of the Company who is not an employee of the Company, Termination Date
shall mean the date upon which the director ceases to serve on the Board of
Directors of the Company.

    

     

    
      
        
          	
                  7.

                	
                  Vesting Schedule:
      

                
	 	 
	
                  8.

                	
                  Tax
      Withholding.  Any payment made pursuant to this Award
      shall be subject to withholding for federal, state and local income and
      employment tax. Unless the Holder has made alternative arrangements
      satisfactory to the Company with respect to such  withholding
      amounts, the Company shall withhold from any payment of shares to be made
      pursuant to this Award a number of shares with an aggregate Fair Market
      Value equal to the minimum withholding amounts applicable to such
      payment

                


        

      

    

    


     

    IN
WITNESS WHEREOF, the parties have executed this Award, or caused this Award to
be executed, as of the Date of Grant.

     

    
      
        
          
            	 
      	Aware,
      Inc.	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                    By:

                  	
                     
      

                  	 
      


          

        

      

    

    


    


     

    The
undersigned Holder hereby acknowledges receipt of a copy of the Plan and this
Award, and agrees to the terms of this Award and the Plan.

     

    
      
        
          	
                   
      

                	 
      
	
                  Holder

                	 
      


        

      

    

     

     

     

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