because the conditions for issuance will not be satisfied, (c) shares are forfeited under an award, or (d) shares are issued under any award and we reacquire them pursuant to our reserved rights upon the issuance of the shares (such as pursuant to a clawback policy or a right to repurchase Restricted Stock at the amount paid by the Participant), then those shares are added back to the reserve and may again be used for new awards under the 2022 Plan. Shares that are tendered or withheld in payment of the exercise price of a stock option or as a result of the net settlement of an outstanding stock appreciation right, shares we purchase using proceeds from stock option exercises, and shares tender or withheld to satisfy any federal, state, or local tax withholding obligations may not be made available for re-issuance under the 2022 Plan.
Options. The Administrator may grant stock options, which provide the recipient the right to purchase shares at a stated price. The Administrator will determine all terms and conditions of each stock option, which include the number of stock options granted, whether a stock option is to be an incentive stock option or non-qualified stock option, and the grant date for the stock option. However, the exercise price per share of common stock may never be less than the fair market value of a share of common stock on the date of grant and the expiration date may not be later than 10 years after the date of grant. Stock options will vest at such times and upon such conditions as determined by the Administrator, subject to the minimum vesting period requirement (described below), and will be subject to such restrictions and conditions on exercisability as are determined by the Administrator, including with respect to the manner of payment of the exercise price of such stock options.
Stock Appreciation Rights. The Administrator may grant stock appreciation rights (“SARs”), which is the right of a participant to receive cash in an amount, and/or common stock with a fair market value, equal to the appreciation of the fair market value of a share of common stock during a specified period of time. The Administrator will determine all terms and conditions of each SAR, including, among other things: (1) whether the SAR is granted independently of a stock option or relates to a stock option, (2) the grant price, which may never be less than the fair market value of our common stock on the date of grant, (3) the conditions for vesting, subject to the minimum vesting period requirement (described below), (4) a term that must be no later than 10 years after the date of grant, and (5) whether the SAR will settle in cash, common stock or a combination of the two.
Performance and Stock Awards. The Administrator may grant awards of shares of common stock, restricted stock, restricted stock units (also referred to as “RSUs”), or performance share units. Restricted stock means shares of common stock that are subject to a risk of forfeiture and/or restrictions on transfer, which may lapse upon the achievement or partial achievement of performance goals (as described below) and/or upon the completion of a period of service. An RSU grants the participant the right to receive cash and/or shares of common stock the value of which is equal to the fair market value of one share of common stock. Performance share units (also referred to as “PSUs”) give the participant the right to receive cash and/or shares of common stock, the value of which is equal to the fair market value of one share of common stock, to the extent performance goals are achieved.
The Administrator will determine all terms and conditions of the awards including (i) whether performance goals must be achieved for the participant to realize any portion of the benefit provided under the award, (ii) the length of the vesting and/or performance period, subject to the minimum vesting period requirement (described below), and, if different, the date that payment of the benefit will be made, and (iv) with respect to RSUs and PSUs, whether the awards will settle in cash, in shares of common stock (including restricted stock), or in a combination of the two.
Cash Incentive Awards. The Administrator may grant cash incentive awards. An incentive award is the right to receive a cash payment to the extent one or more performance goals are achieved. The Administrator will determine all terms and conditions of a cash incentive award, including, but not limited to, the performance goals (as described above), the performance period, the potential amount payable, and the timing of payment.
Other Stock-Based Awards. The Administrator may grant to any participant shares of unrestricted stock as a replacement for other compensation to which such participant is entitled, such as in payment of director fees, in lieu of cash compensation, in exchange for cancellation of a compensation right, or as a bonus.
Performance Goals. For purposes of the 2022 Plan, the Administrator may establish performance goals for awards which relate to one or more of the following measures with respect to our Company or any one or more of our subsidiaries, affiliates, or other business units: net sales; cost of sales; gross income; gross revenue; operating income; earnings before taxes; earnings before interest and taxes; earnings before interest, taxes,