Purposes of the Plan Clause Example with 10 Variations from Business Contracts

Purposes of the Plan. The Plan is intended to encourage ownership of Shares by Employees and directors of and certain Consultants to the Company and its Affiliates in order to attract and retain such people, to induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive for them to promote the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs, Non‐Qualified Non-Qualified Options, Stock Grants and Stock-Based Awards. 4 3. SHARES SUBJECT ...TO THE PLAN. (a)The (a) The number of Shares which may be issued from time to time pursuant to this Plan shall be the sum of: (i) 2,000,000 shares of Common Stock and (ii) any shares of Common Stock that are represented by awards granted under Stock. (b) Notwithstanding Subparagraph (a) above, on the Company's 2004 Amended and Restated Equity Incentive Plan, 2009 Stock Plan, as amended, and the 2014 Equity Incentive Plan, as amended, that are forfeited, expire or are cancelled without delivery of shares of Common Stock or which result in the forfeiture of shares of Common Stock back to the Company on or after May 31, 2018, or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 25 of this Plan. (b)On the first second day of each fiscal year of the Company during the period beginning in fiscal year 2019, 2022, and ending on the second day of fiscal year 2028, 2031, the number of Shares that may be issued from time to time pursuant to the Plan, shall be increased by an amount equal to the lesser of (i) 4% of the number of outstanding shares of Common Stock on such date; date and (iii) (ii) an amount determined by the Administrator. However, in no event shall Notwithstanding the foregoing, the maximum number of Shares available for issuance grant under this the Plan as ISOs will be increased as equal to 2,000,000. The limits set forth in this Subparagraph Paragraph 3 will be construed to the extent such increase, in addition to any other increases proposed by the Board in the number of shares of Common Stock available for issuance under all other employee or director stock plans, including, without limitation, employee stock purchase plans, would result in the total number of shares of Common Stock then available for issuance under all employee and director stock plans exceeding 20% of the outstanding shares of the Company on the first day of comply with the applicable fiscal year. (c)If requirements of Section 422. (c) If an Option ceases to be "outstanding", in whole or in part (other than by exercise), or if the Company shall reacquire (at not more than its original issuance price) any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock Right expires or is forfeited, cancelled, or otherwise terminated or results in any Shares not being issued, the unissued or reacquired Shares which were subject to such Stock Right shall again be available for issuance from time to time pursuant to this Plan. Notwithstanding the foregoing, if a Stock Right is exercised, in whole or in part, by tender or withholding of Shares or if the Company or an Affiliate's tax withholding obligation is satisfied by the tender or withholding of Shares, Plan; provided, however, that the number of Shares deemed to have been issued underlying any awards under the Plan for purposes that are retained or repurchased on the exercise of an Option or the limitation set forth in Paragraph 3(a) above shall be the number vesting or issuance of Shares that were subject to the any Stock Right or portion thereof, and not to cover the net number of Shares actually issued. In addition, Shares repurchased exercise price and/or tax withholding required by the Company in connection with the proceeds of the option exercise price may vesting shall not be reissued added back to the Shares available for issuance under the Plan. However, Plan; and provided, further that, in the case of ISOs, the foregoing provisions shall be subject to any limitations under the Code. (d)The maximum number of shares that may In addition, any Shares repurchased using exercise price proceeds will not be issued as ISOs available for issuance under the Plan. (d) The Administrator may grant Substitute Awards under the Plan. To the extent consistent with the requirements of Section 422 and the regulations thereunder and other applicable legal requirements (including applicable stock exchange requirements), Shares issued in respect of Substitute Awards will be in addition to and will not reduce the shares available under the Plan. Notwithstanding the foregoing, if any Substitute Award is settled in cash or expires, becomes unexercisable, terminates or is forfeited to or repurchased by the Company without the issuance or retention of Shares, the Shares previously subject to such award will not be available for future issuance under the Plan. The Administrator will determine the extent to which the terms and conditions of the Plan shall apply to Substitute Awards, if at all; provided, however, that Substitute Awards will not be 10,000,000. subject to the limits described in Paragraph 4(c) below. View More

Purposes of the Plan. The Plan is intended to encourage ownership of Shares by Employees and directors of and certain Consultants to the Company and its Affiliates in order to attract and retain such people, to induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive for them to promote the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs, Non‐Qualified Options, Stock Grants and Stock-Based Awards. 4 3. SHARES SUBJECT TO THE PLAN. (...a)The number of Shares which may be issued from time to time pursuant to this Plan shall be the sum of: (i) 2,000,000 shares of Common Stock and 1,200,000 Shares; plus (ii) any up to 1,078,870 shares of Common Stock that are represented by awards granted under the Company's 2004 Amended and Restated 2016 Equity Incentive Plan, 2009 the Company's 2010 Stock Plan, as amended, and Incentive Plan or the 2014 Company's 2017 Inducement Equity Incentive Plan, as amended, Plan (which includes up to 117,000 shares of Common Stock represented by awards granted under the Company's 2017 Inducement Equity Incentive Plan) that are forfeited, expire or are cancelled without delivery of shares of Common Stock or which result in the forfeiture of shares of Common Stock back to the Company on or after May 31, 2018, June 8, 2018; or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 25 of this Plan. (b)On the first day of each fiscal year of the Company during the period beginning in fiscal year 2019, and ending on the second day of fiscal year 2028, the number of Shares Plan; provided that no more than 2,278,870 such shares may be issued from time to time pursuant to granted under the Plan, shall be increased by an amount equal to the lesser of (i) 4% of the number of outstanding shares of Common Stock on such date; and (iii) an amount determined by the Administrator. However, in no event shall the number of Shares available for issuance under this Plan be increased as set forth in this Subparagraph to the extent such increase, in addition to any other increases proposed by the Board in the number of shares of Common Stock available for issuance under all other employee or director stock plans, including, without limitation, employee stock purchase plans, would result in the total number of shares of Common Stock then available for issuance under all employee and director stock plans exceeding 20% of the outstanding shares of the Company on the first day of the applicable fiscal year. (c)If ISOs. (b)If an Option ceases to be "outstanding", "outstanding," in whole or in part (other than by exercise), or if the Company shall reacquire (at not more than its original issuance price) any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock Right expires or is forfeited, cancelled, or otherwise terminated or results in any Shares not being issued, the unissued or reacquired Shares which were subject to such Stock Right shall again be available for issuance from time to time pursuant to this Plan. Plan, subject, in the case of ISOs, to any limitations under the Code. Notwithstanding the foregoing, foregoing: (i) if a Stock Right is exercised, in whole or in part, by the tender or withholding of Shares or if the Company or an Affiliate's tax withholding obligation is satisfied by the tender or withholding of Shares, the number of Shares deemed to have been issued under the Plan for purposes of the limitation set forth in Paragraph 3(a) above shall be the gross number of Shares that were subject to the Stock Right or portion thereof, thereof and not the net number of Shares actually issued. In addition, issued; and (ii) any Shares repurchased by purchased on the Company with open market from the proceeds of the option an exercise price may of a Stock Right shall not be reissued under the available for issuance pursuant to this Plan. However, in the case of ISOs, the foregoing provisions shall be subject to any limitations under the Code. (d)The maximum number of shares that may be issued as ISOs under the Plan shall be 10,000,000. View More

Purposes of the Plan. The Plan is intended to encourage ownership of Shares by Employees and directors of and certain Consultants to the Company and its Affiliates in order to attract and retain such people, to induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive for them to promote the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs, Non‐Qualified Non-Qualified Options, Stock Grants and Stock-Based Awards. 4 2 3. SHARES SUBJEC...T TO THE PLAN. (a)The (a) The number of Shares which may be issued from time to time pursuant to this Plan shall be the sum of: (i) 2,000,000 shares of Common Stock and (ii) any shares of Common Stock that are represented by awards granted under the Company's 2004 Amended and Restated Equity Incentive Plan, 2009 Stock Plan, as amended, and the 2014 Equity Incentive Plan, as amended, that are forfeited, expire or are cancelled without delivery 4,608,374 of shares of Common Stock or which result in for new awards, plus the forfeiture of shares of Common Stock back to underlying awards already outstanding under the Company on or after May 31, 2018, existing 2017 Plan, or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 25 of this Plan. (b)On the first day of each fiscal year 24 of the Company during the period beginning in fiscal year 2019, and ending on the second day of fiscal year 2028, the number of Shares that may be issued from time to time pursuant to the Plan, shall be increased by an amount equal to the lesser of (i) 4% of the number of outstanding shares of Common Stock on such date; and (iii) an amount determined by the Administrator. However, in no event shall the number of Shares available for issuance under this Plan be increased as set forth in this Subparagraph to the extent such increase, in addition to any other increases proposed by the Board in the number of shares of Common Stock available for issuance under all other employee or director stock plans, including, without limitation, employee stock purchase plans, would result in the total number of shares of Common Stock then available for issuance under all employee and director stock plans exceeding 20% of the outstanding shares of the Company on the first day of the applicable fiscal year. (c)If Plan. (b) If an Option ceases to be "outstanding", in whole or in part (other than by exercise), or if the Company shall reacquire (at at not more than its original issuance price) price any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock Right expires or is forfeited, cancelled, or otherwise terminated or results in any Shares not being issued, the unissued or reacquired Shares which were subject to such Stock Right shall again be available for issuance from time to time pursuant to this Plan. Notwithstanding the foregoing, if a Stock Right is exercised, in whole or in part, by tender or withholding of Shares or if the Company or an Affiliate's tax withholding obligation is satisfied by the tender or withholding of Shares, the number of Shares deemed to have been issued under the Plan for purposes of the limitation set forth in Paragraph 3(a) above shall be the number of Shares that were subject to the Stock Right or portion thereof, and not the net number of Shares actually issued. In addition, Shares repurchased by the Company with the proceeds of the option exercise price may not be reissued under the Plan. However, in the case of ISOs, the foregoing provisions shall be subject to any limitations under the Code. (d)The maximum number of shares that may In addition, any Shares repurchased using exercise price proceeds will not be issued as ISOs available for issuance under the Plan shall be 10,000,000. Plan. View More

Purposes of the Plan. The Plan is intended to encourage ownership of Shares by Employees and directors of and certain Consultants to the Company and its Affiliates in order to attract and retain such people, to induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive for them to promote the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs, Non‐Qualified Non-Qualified Options, Stock Grants and Stock-Based Awards. 4 3 3. SHARES SUBJEC...T TO THE PLAN. (a)The (a) The number of Shares which may be issued from time to time pursuant to this Plan shall be the sum of: (i) 2,000,000 shares of Common Stock and (ii) any shares of Common Stock that are represented by awards granted under the Company's 2004 Amended and Restated Equity Incentive Plan, 2009 Stock Plan, as amended, and the 2014 Equity Incentive Plan, as amended, that are forfeited, expire or are cancelled without delivery 3,485,529 of shares of Common Stock or which result in for new awards, plus the forfeiture of shares of Common Stock back to underlying awards already outstanding under the Company on or after May 31, 2018, existing 2017 Plan, or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 25 of this Plan. (b)On the first day of each fiscal year 24 of the Company during the period beginning in fiscal year 2019, and ending on the second day of fiscal year 2028, the number of Shares that may be issued from time to time pursuant to the Plan, shall be increased by an amount equal to the lesser of (i) 4% of the number of outstanding shares of Common Stock on such date; and (iii) an amount determined by the Administrator. However, in no event shall the number of Shares available for issuance under this Plan be increased as set forth in this Subparagraph to the extent such increase, in addition to any other increases proposed by the Board in the number of shares of Common Stock available for issuance under all other employee or director stock plans, including, without limitation, employee stock purchase plans, would result in the total number of shares of Common Stock then available for issuance under all employee and director stock plans exceeding 20% of the outstanding shares of the Company on the first day of the applicable fiscal year. (c)If Plan. (b) If an Option ceases to be "outstanding", in whole or in part (other than by exercise), or if the Company shall reacquire (at at not more than its original issuance price) price any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock Right expires or is forfeited, cancelled, or otherwise terminated or results in any Shares not being issued, the unissued or reacquired Shares which were subject to such Stock Right shall again be available for issuance from time to time pursuant to this Plan. Notwithstanding the foregoing, if a Stock Right is exercised, in whole or in part, by tender or withholding of Shares or if the Company or an Affiliate's tax withholding obligation is satisfied by the tender or withholding of Shares, the number of Shares deemed to have been issued under the Plan for purposes of the limitation set forth in Paragraph 3(a) above shall be the number of Shares that were subject to the Stock Right or portion thereof, and not the net number of Shares actually issued. In addition, Shares repurchased by the Company with the proceeds of the option exercise price may not be reissued under the Plan. However, in the case of ISOs, the foregoing provisions shall be subject to any limitations under the Code. (d)The maximum number of shares that may In addition, any Shares repurchased using exercise price proceeds will not be issued as ISOs available for issuance under the Plan shall be 10,000,000. Plan. View More

Purposes of the Plan. The Plan is intended to encourage ownership of Shares by Employees and directors of and certain Consultants to the Company and its Affiliates in order to attract and retain such people, to induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive for them to promote the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs, Non‐Qualified Non-Qualified Options, Stock Grants and Stock-Based Awards. 4 5 3. SHARES SUBJEC...T TO THE PLAN. (a)The (a) The number of Shares which may be issued from time to time pursuant to this Plan shall be the sum of: (i) 2,000,000 8,741,000 shares of Common Stock and (ii) any (which includes 1,241,000 shares of Common Stock that are represented by awards granted available for issuance under the Company's 2004 2006 Amended and Restated Equity Incentive Plan, 2009 Stock Plan, as amended, and the 2014 Equity Incentive Plan, as amended, that are forfeited, expire or are cancelled without delivery of shares of Common Stock or which result in the forfeiture of shares of Common Stock back to the Company on or after May 31, 2018, Plan) or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 25 of this Plan. (b)On the first day of each fiscal year of the Company during the period beginning in fiscal year 2019, Plan and ending on the second day of fiscal year 2028, the number of Shares that may be issued from time to time pursuant to the Plan, shall be increased by an amount equal to the lesser of (i) 4% of the number of outstanding (ii) any shares of Common Stock on such date; that are represented by awards granted under the Company's 2006 Amended and (iii) an amount determined by the Administrator. However, in no event shall the number of Shares available for issuance under this Restated Stock Plan be increased as set forth in this Subparagraph to the extent such increase, in addition to any other increases proposed by the Board in the number that are forfeited, expire or are cancelled without delivery of shares of Common Stock available for issuance under all other employee or director stock plans, including, without limitation, employee stock purchase plans, would which result in the total number forfeiture of shares of Common Stock then available for issuance under all employee and director stock plans exceeding 20% of the outstanding shares of back to the Company on or after the first day date of adoption of the applicable fiscal year. (c)If Plan; provided, however, that no more than 8,995,000 Shares shall be added to the Plan pursuant to this subsection (ii). (b) If an Option ceases to be "outstanding", outstanding, in whole or in part (other than by exercise), or if the Company shall reacquire (at not more than its original issuance price) any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock Right expires or is forfeited, cancelled, or otherwise terminated or results in any Shares not being issued, the unissued or reacquired Shares which were subject to such Stock Right shall again be available for issuance from time to time pursuant to this Plan. Notwithstanding the foregoing, if a Stock Right is exercised, in whole or in part, by tender or withholding of Shares or if the Company or an Affiliate's tax withholding obligation is satisfied by the tender or withholding of Shares, the number of Shares deemed to have been issued under the Plan for purposes of the limitation set forth in Paragraph 3(a) above shall be the number of Shares that were subject to the Stock Right or portion thereof, and not the net number of Shares actually issued. In addition, Shares repurchased by the Company with the proceeds of the option exercise price may not be reissued under the Plan. However, in the case of ISOs, the foregoing provisions shall be subject to any limitations under the Code. (d)The maximum number of shares that may be issued as ISOs under the Plan shall be 10,000,000. View More

Purposes of the Plan. The Plan is intended to encourage ownership of Shares by Employees and directors of and certain Consultants to the Company and its Affiliates in order to attract and retain such people, to induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive for them to promote the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs, Non‐Qualified Non-Qualified Options, Stock Grants and Stock-Based Awards. 4 5 3. SHARES SUBJEC...T TO THE PLAN. (a)The (a) The number of Shares which may be issued from time to time pursuant to this Plan shall be the sum of: (i) 2,000,000 1,392,600(1) shares of Common Stock and (ii) any shares of Common Stock that are represented by awards granted under the Company's 2004 Amended and Restated Equity Incentive Plan, 2009 Stock Plan, as amended, and the 2014 Equity Incentive Plan, as amended, that are forfeited, expire or are cancelled without delivery of shares of Common Stock or which result in the forfeiture of shares of Common Stock back to the Company on or after May 31, 2018, or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 25 of this Plan. (b)On the first day of each fiscal year of the Company during the period beginning in fiscal year 2019, Plan and ending on the second day of fiscal year 2028, the number of Shares that may be issued from time to time pursuant to the Plan, shall be increased by an amount equal to the lesser of (i) 4% of the number of outstanding (ii) any shares of Common Stock on such date; that are represented by awards granted under the Company's 2006 Amended and (iii) an amount determined by the Administrator. However, in no event shall the number of Shares available for issuance under this Restated Stock Plan be increased as set forth in this Subparagraph to the extent such increase, in addition to any other increases proposed by the Board in the number that are forfeited, expire or are cancelled without delivery of shares of Common Stock available for issuance under all other employee or director stock plans, including, without limitation, employee stock purchase plans, would which result in the total number forfeiture of shares of Common Stock then available for issuance under all employee and director stock plans exceeding 20% of the outstanding shares of back to the Company on or after the first day date of adoption of the applicable fiscal year. (c)If Plan; provided, however, that no more than 257,000 Shares shall be added to the Plan pursuant to this subsection (ii). (b) If an Option ceases to be "outstanding", outstanding, in whole or in part (other than by exercise), or if the Company shall reacquire (at not more than its original issuance price) any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock Right expires or is forfeited, cancelled, or otherwise terminated or results in any Shares not being issued, the unissued or reacquired Shares which were subject to such Stock Right shall again be available for issuance from time to time pursuant to this Plan. Notwithstanding the foregoing, if a Stock Right is exercised, in whole or in part, by tender or withholding of Shares or if the Company or an Affiliate's tax withholding obligation is satisfied by the tender or withholding of Shares, the number of Shares deemed to have been issued under the Plan for purposes of the limitation set forth in Paragraph 3(a) above shall be the number of Shares that were subject to the Stock Right or portion thereof, and not the net number of Shares actually issued. In addition, Shares repurchased by the Company with the proceeds of the option exercise price may not be reissued under the Plan. However, in the case of ISOs, the foregoing provisions shall be subject to any limitations under the Code. (d)The maximum number of shares that may be issued as ISOs under the Plan shall be 10,000,000. View More

Purposes of the Plan. The Plan is intended to encourage ownership of Shares by Employees and directors Directors of and certain Consultants to the Company and its Affiliates in order to attract and retain such people, to induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive for them to promote the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs, Non‐Qualified Non-Qualified Options, Stock Grants and Stock-Based Awards. 4 3. SHARE...S SUBJECT TO THE PLAN. (a)The (a) The number of Shares which may be issued from time to time pursuant to this Plan shall be the sum of: (i) 2,000,000 3,750,000 shares of Common Stock and (ii) any shares of Common Stock that are represented by awards granted under the Company's 2004 Amended 2014 Employee, Director and Restated Consultant Equity Incentive Plan, 2009 Stock Plan, as amended, and the 2014 Equity Incentive Plan, as amended, Plan that are forfeited, expire or are cancelled without delivery of shares of Common Stock or which result in the forfeiture of shares of Common Stock back to the Company on or after May 31, 2018, June 28, 2016, or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 25 24 of this Plan. (b)On Plan; provided, however, that no more than 3,200,000 Shares shall be added to the first day of each fiscal year of the Company during the period beginning in fiscal year 2019, and ending on the second day of fiscal year 2028, the number of Shares that may be issued from time to time Plan pursuant to the Plan, shall be increased by an amount equal to the lesser of (i) 4% of the number of outstanding shares of Common Stock on such date; and (iii) an amount determined by the Administrator. However, in no event shall the number of Shares available for issuance under this Plan be increased as set forth in this Subparagraph to the extent such increase, in addition to any other increases proposed by the Board in the number of shares of Common Stock available for issuance under all other employee or director stock plans, including, without limitation, employee stock purchase plans, would result in the total number of shares of Common Stock then available for issuance under all employee and director stock plans exceeding 20% of the outstanding shares of the Company on the first day of the applicable fiscal year. (c)If subsection (ii). (b) If an Option ceases to be "outstanding", in whole or in part (other than by exercise), or if the Company shall reacquire (at not more than its original issuance price) any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock Right expires or is forfeited, cancelled, or otherwise terminated or results in any Shares not being issued, the unissued or reacquired Shares which were subject to such Stock Right shall again be available for issuance from time to time pursuant to this Plan. Notwithstanding the foregoing, if a Stock Right is exercised, in whole or in part, by tender or withholding of Shares or if the Company or an Affiliate's tax withholding obligation is satisfied by the tender or withholding of Shares, the number of Shares deemed to have been issued under the Plan for purposes of the limitation set forth in Paragraph 3(a) above shall be the number of Shares that were subject to the Stock Right or portion thereof, and not the net number of Shares actually issued. In addition, Shares repurchased by the Company with the proceeds of the option exercise price may not be reissued under the Plan. However, in the case of ISOs, the foregoing provisions shall be subject to any limitations under the Code. (d)The maximum number of shares that may be issued as ISOs under the Plan shall be 10,000,000. View More

Purposes of the Plan. The Plan is intended to encourage ownership of Shares by Employees and directors of and certain Consultants to the Company and its Affiliates in order to attract and retain such people, to induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive for them to promote the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs, Non‐Qualified Non-Qualified Options, Stock Grants and Stock-Based Awards. 4 3 3. SHARES SUBJEC...T TO THE PLAN. (a)The (a) The number of Shares which may be issued from time to time pursuant to this Plan shall be the sum of: (i) 2,000,000 2,500,000 shares of Common Stock and (ii) any shares of Common Stock that are represented by awards granted under the Company's 2004 Amended and Restated Equity Incentive Plan, 2009 2005 Stock Plan, as amended, and the 2014 Equity Incentive Plan, as amended, Plan that are forfeited, expire or are cancelled without delivery of shares of Common Stock or which result in the forfeiture of shares of Common Stock back to the Company on or after May 31, 2018, June 4, 2014, or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 25 23 of this Plan. (b)On Plan; provided, however, that no more than 1,000,000 Shares shall be added to the first day of each fiscal year of the Company during the period beginning in fiscal year 2019, and ending on the second day of fiscal year 2028, the number of Shares that may be issued from time to time Plan pursuant to the Plan, shall be increased by an amount equal to the lesser of (i) 4% of the number of outstanding shares of Common Stock on such date; and (iii) an amount determined by the Administrator. However, in no event shall the number of Shares available for issuance under this Plan be increased as set forth in this Subparagraph to the extent such increase, in addition to any other increases proposed by the Board in the number of shares of Common Stock available for issuance under all other employee or director stock plans, including, without limitation, employee stock purchase plans, would result in the total number of shares of Common Stock then available for issuance under all employee and director stock plans exceeding 20% of the outstanding shares of the Company on the first day of the applicable fiscal year. (c)If subsection (ii). (b) If an Option ceases to be "outstanding", in whole or in part (other than by exercise), or if the Company shall reacquire (at not more than its original issuance price) any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock Right expires or is forfeited, cancelled, or otherwise terminated or results in any Shares not being issued, the unissued or reacquired Shares which were subject to such Stock Right shall again be available for issuance from time to time pursuant to this Plan. Notwithstanding the foregoing, if a Stock Right is exercised, in whole or in part, by tender or withholding of Shares or if the Company or an Affiliate's tax withholding obligation is satisfied by the tender or withholding of Shares, the number of Shares deemed to have been issued under the Plan for purposes of the limitation set forth in Paragraph 3(a) above shall be the number of Shares that were subject to the Stock Right or portion thereof, and not the net number of Shares actually issued. In addition, Shares repurchased by the Company with the proceeds of the option exercise price may not be reissued under the Plan. However, in the case of ISOs, the foregoing provisions shall be subject to any limitations under the Code. (d)The maximum number of shares that may be issued as ISOs under the Plan shall be 10,000,000. View More

Purposes of the Plan. The Plan is intended to encourage ownership of Shares by Employees and directors of and certain Consultants to the Company and its Affiliates in order to attract and retain such people, to induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive for them to promote the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs, Non‐Qualified Non-Qualified Options, Stock Grants and Stock-Based Awards. 4 3 3. SHARES SUBJEC...T TO THE PLAN. (a)The (a) The number of Shares which may be issued from time to time pursuant to this Plan shall be the sum of: (i) 2,000,000 12,800,000 shares of Common Stock and (ii) any shares of Common Stock that are represented by awards granted under the Company's 2004 Amended and Restated XL Hybrids, Inc. 2010 Equity Incentive Plan, 2009 Stock Plan, as amended, and the 2014 Equity Incentive Plan, as amended, Plan that are forfeited, expire or are cancelled without delivery of shares of Common Stock or which result in the forfeiture of shares of Common Stock back to the Company on or after May 31, 2018, December 21, 2020, or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 25 of this Plan. (b)On Plan, all of which Shares are eligible to be issued as ISOs; provided, however, that no more than 11,763,439 Shares shall be added to the Plan pursuant to subsection (ii). (b) Notwithstanding Subparagraph (a) above, on the first day of each fiscal year of the Company during the period beginning in with the fiscal year 2019, immediately following the fiscal year during which the Plan is first approved by the Company's shareholders, and ending on the second day of fiscal year 2028, 2030, the number of Shares that may be issued from time to time pursuant to the Plan, shall be increased by an amount equal to the lesser of (i) 4% 5% of the number of outstanding shares of Common Stock on such date; date and (iii) (ii) an amount determined by the Administrator. However, in no event shall Notwithstanding the foregoing, the maximum number of Shares available for issuance that may be issued as ISOs under this the Plan shall be increased as set forth in this Subparagraph to the extent such increase, in addition to any other increases proposed by the Board in the number of shares of Common Stock available for issuance under all other employee or director stock plans, including, without limitation, employee stock purchase plans, would result in the total number of shares of Common Stock then available for issuance under all employee and director stock plans exceeding 20% of the outstanding shares of the Company on the first day of the applicable fiscal year. (c)If 260,000,000. (c) If an Option ceases to be "outstanding", in whole or in part (other than by exercise), or if the Company shall reacquire (at not more than its original issuance price) any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock Right expires or is forfeited, cancelled, or otherwise terminated or results in any Shares not being issued, the unissued or reacquired Shares which were subject to such Stock Right shall again be available for issuance from time to time pursuant to this Plan. Notwithstanding Without limiting the generality of the foregoing, if a Stock Right is exercised, in whole or in part, by tender or withholding of Shares or if the Company or an Affiliate's tax withholding obligation is satisfied by the tender or withholding of Shares, the number of Shares deemed to have been issued underlying any awards under the Plan for purposes that are retained or repurchased on the exercise of an Option or the limitation set forth in Paragraph 3(a) above shall be the number vesting or issuance of Shares that were subject to the any Stock Right to cover the exercise price or portion thereof, and not the net number of Shares actually issued. In addition, Shares repurchased tax withholding required by the Company in connection with vesting shall be added back to the proceeds of the option exercise price may not be reissued Shares available for issuance under the Plan. However, Plan; provided, however that, in the case of ISOs, the foregoing provisions shall be subject to any limitations under the Code. (d)The maximum number of shares that may be issued as ISOs under the Plan shall be 10,000,000. View More

Purposes of the Plan. The Plan is intended to encourage ownership of Shares by Employees and directors of and certain Consultants to the Company and its Affiliates in order to attract and retain such people, to induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive for them to promote the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs, Non‐Qualified Non-Qualified Options, Stock Grants and Stock-Based Awards. 4 3. SHARES SUBJECT ...TO THE PLAN. (a)The (a) The number of Shares which may be issued from time to time pursuant to this Plan shall be the sum of: (i) 2,000,000 shares of Common Stock and (ii) any shares of Common Stock that are represented by awards granted under the Company's 2004 Amended and Restated Equity Incentive Plan, 2009 Stock Plan, as amended, and the 2014 Equity Incentive Plan, as amended, that are forfeited, expire or are cancelled without delivery of shares of Common Stock or which result in the forfeiture of shares of Common Stock back to the Company on or after May 31, 2018, 1,867,412, or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 25 of the Plan. For the avoidance of doubt, the number of Shares previously issued under the Angion Biomedica Corp. 2015 Equity Incentive Plan prior to its amendment and restatement hereunder shall count against the limitation set forth in the first sentence of this Plan. (b)On Subparagraph (a), subject to the provisions of Subparagraph (c) below. (b) Notwithstanding Subparagraph (a) above, on the first day of each fiscal year of the Company during the period beginning in fiscal year 2019, 2020, and ending on the second day of fiscal year 2028, 2025, the number of Shares that may be issued from time to time pursuant to the Plan, shall be increased by an amount equal to the lesser of (i) 4% 5% of the number of outstanding shares of Common Stock on such date; and (iii) (ii) an amount determined by the Administrator. Board. However, in no event shall the number of Shares available for issuance under this Plan be increased as set forth in this Subparagraph (b) to the extent such increase, in addition to any other increases proposed by the Board in the number of shares of Common Stock available for issuance under all other employee or director stock plans, including, without limitation, employee stock purchase plans, would result in the total number of shares of Common Stock then available for issuance under all employee and director stock plans exceeding 20% of the outstanding shares on a fully diluted basis of the Company on the first day of the applicable fiscal year. (c)If (c) If an Option ceases to be "outstanding", in whole or in part (other than by exercise), or if the Company shall reacquire (at not more than its original issuance price) any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock Right expires or is forfeited, cancelled, or otherwise terminated or results in any Shares not being issued, the unissued or reacquired Shares which were subject to such Stock Right shall again be available for issuance from time to time pursuant to this Plan. Notwithstanding the foregoing, if a Stock Right is exercised, in whole or in part, by tender or withholding of Shares or if the Company or an Affiliate's tax withholding obligation is satisfied by the tender or withholding of Shares, the number of Shares deemed to have been issued under the Plan for purposes of the limitation set forth in Paragraph 3(a) above shall be the number of Shares that were subject to the Stock Right or portion thereof, and not the net number of Shares actually issued. In addition, Shares repurchased by the Company with the proceeds of the option exercise price may not be reissued under the Plan. However, in the case of ISOs, the foregoing provisions shall be subject to any limitations under the Code. (d)The The maximum number of ISOs that may be granted under the Plan is the maximum number of shares that may be issued as ISOs authorized under the Plan shall be 10,000,000. Plan. View More