Shares Subject to the Plan Clause Example with 86 Variations from Business Contracts
This page contains Shares Subject to the Plan clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Shares Subject to the Plan. 2.1. Number of Shares Available. Subject to Section 2.4, Section 2.6 and Section 21 and any other applicable provisions hereof, the total number of Shares reserved and available for grant and issuance pursuant to this Plan as of the date of adoption of the Plan by the Board, is 1,850,000 Shares, plus (a) any reserved shares not issued or subject to outstanding grants under the Company's 2015 Stock Incentive Plan (the "Prior Plan") on the Effective Date, (b) shares that are subject to stock optio...ns or other awards granted under the Prior Plan that cease to be subject to such stock options or other awards by forfeiture or otherwise after the Effective Date, (c) shares issued under the Prior Plan before or after the Effective Date pursuant to the exercise of stock options that are, after the Effective Date, forfeited, (d) shares issued under the Prior Plan that are repurchased by the Company at the original issue price and (e) shares that are subject to stock options or other awards under the Prior Plan that are used to pay the exercise price of an option or withheld to satisfy the tax withholding obligations related to any award. 2.2. Lapsed, Returned Awards. Shares subject to Awards, and Shares issued under the Plan under any Award, will again be available for grant and issuance in connection with subsequent Awards under this Plan to the extent such Shares: (a) are subject to issuance upon exercise of an Option or SAR granted under this Plan but which cease to be subject to the Option or SAR for any reason other than exercise of the Option or SAR; (b) are subject to Awards granted under this Plan that are forfeited or are repurchased by the Company at the original issue price; (c) are subject to Awards granted under this Plan that otherwise terminate without such Shares being issued; or (d) are surrendered pursuant to an Exchange Program. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Shares used to pay the exercise price of an Award or withheld to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. For the avoidance of doubt, Shares that otherwise become available for grant and issuance because of the provisions of this Section 2.2 shall not include Shares subject to Awards that initially became available because of the substitution clause in Section 21.2 hereof. 2.3. Minimum Share Reserve. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all outstanding Awards granted under this Plan. 2.4. Automatic Share Reserve Increase. The number of Shares available for grant and issuance under the Plan will be increased on January 1 for each of the first ten (10) calendar years during the term of the Plan by the lesser of (a) Five percent (5%) of all classes of the Company's common stock outstanding on each December 31 immediately prior to the date of increase or (b) such number of Shares determined by the Board. 2.5. ISO Limitation. No more than 5,550,000 Shares shall be issued pursuant to the exercise of ISOs (as defined below) under the Plan. 2.6. Adjustment of Shares. If the number of outstanding Shares is changed by a stock dividend, extraordinary dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), recapitalization, stock split, reverse stock split, subdivision, combination, consolidation, reclassification, spin-off or similar change in the capital structure of the Company, without consideration, then (a) the number and class of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, including shares reserved under sub-clauses (a)-(e) of Section 2.1, (b) the Exercise Prices of and number and class of Shares subject to outstanding Options and SARs, (c) the number and class of Shares subject to other outstanding Awards and (d) the maximum number and class of Shares that may be issued as ISOs set forth in Section 2.5 will be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities laws; provided that fractions of a Share will not be issued. If, by reason of an adjustment pursuant to this Section 2.6, a Participant's Award Agreement or other agreement related to any Award or the Shares subject to such Award covers additional or different shares of stock or securities, then such additional or different shares, and the Award Agreement or such other agreement in respect thereof, will be subject to all of the terms, conditions and restrictions that were applicable to the Award or the Shares subject to such Award prior to such adjustment.View More
Variations of a "Shares Subject to the Plan" Clause from Business Contracts
Shares Subject to the Plan. 2.1. 2.1 Number of Shares Available. Subject to Section 2.4, Section 2.6 Sections 2.2 and Section 21 and any other applicable provisions 11 hereof, the total number of Shares reserved and available for grant and issuance pursuant to this Plan as of will be 3,000,000 Shares. Subject to Sections 2.2 and 11 hereof, (A) in the date of adoption of the Plan by the Board, is 1,850,000 Shares, plus (a) any reserved shares not issued or subject to outstanding grants under the Company's 2015 Stock Incenti...ve Plan (the "Prior Plan") on the Effective Date, (b) shares event that are subject to stock options or other awards granted under the Prior Plan that cease to be subject to such stock options or other awards by forfeiture or otherwise after the Effective Date, (c) shares issued under the Prior Plan before or after the Effective Date pursuant to the exercise of stock options that are, after the Effective Date, forfeited, (d) shares issued under the Prior Plan that are repurchased by the Company at the original issue price and (e) shares that are subject to stock options or other awards under the Prior Plan that are used to pay the exercise price of an option or withheld to satisfy the tax withholding obligations related to any award. 2.2. Lapsed, Returned Awards. Shares subject to Awards, and Shares previously issued under the Plan under any Award, will again are reacquired by the Company pursuant to a forfeiture provision, right of first refusal, or repurchase by the Company, such Shares shall be added to the number of Shares then available for grant issuance under the Plan; (B) in the event that Shares that otherwise would have been issuable under the Plan are withheld by the Company in payment of the Purchase Price, Exercise Price or withholding obligations, such Shares shall remain available for issuance under the Plan; and issuance (C) in connection with subsequent Awards under this Plan to the extent such Shares: (a) are subject to issuance upon exercise of event that an Option or SAR granted under this Plan but which cease to be subject to the Option outstanding Option, Restricted Stock Unit or SAR for any reason other than exercise of the Option expires or SAR; (b) are subject to Awards granted under this Plan that are is cancelled, forfeited or are repurchased by terminated, the Company at Shares allocable to the original issue price; (c) are subject to Awards granted under this Plan that otherwise terminate without unexercised or unsettled portion of such Shares being issued; Option, Restricted Stock Unit or (d) are surrendered pursuant to an Exchange Program. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares SAR, as applicable, shall remain available for issuance under the Plan. Shares used to pay To the exercise price of extent an Award or withheld to satisfy is settled in cash, the tax withholding obligations related to an Award will become cash settlement shall not reduce the number of Shares remaining available for future grant or sale issuance under the Plan. For the avoidance of doubt, Shares that otherwise become available for grant and issuance because of the provisions of this Section 2.2 shall not include Shares subject to Awards that initially became available because of the substitution clause in Section 21.2 hereof. 2.3. Minimum Share Reserve. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all outstanding Awards granted and outstanding under this Plan. 2.4. Automatic Share Reserve Increase. The In no event shall the total number of Shares available for grant issued (counting each reissuance of a Share that was previously issued and issuance then reacquired by the Company pursuant to a forfeiture provision, right of first refusal, or repurchase by the Company as a separate issuance) under the Plan will be increased on January 1 for each of the first ten (10) calendar years during the term of the Plan by the lesser of (a) Five percent (5%) of all classes of the Company's common stock outstanding on each December 31 immediately prior to the date of increase or (b) such number of Shares determined by the Board. 2.5. ISO Limitation. No more than 5,550,000 Shares shall be issued pursuant to the upon exercise of ISOs (as defined below) in Section 4 hereof) exceed Six Million (6,000,000) Shares (adjusted in proportion to any adjustments under Section 2.2 hereof) over the term of the Plan. 2.6. 2.2 Adjustment of Shares. If In the number of outstanding Shares event that the Company's Common Stock is changed by a stock dividend, extraordinary dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), recapitalization, stock split, reverse stock split, subdivision, combination, consolidation, reclassification, spin-off reclassification or similar other change in the capital structure of the Company, Company affecting Shares without consideration, then in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan (a) the number and class of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, including shares reserved under sub-clauses (a)-(e) of Section 2.1, this Plan, (b) the Exercise Prices of and number and class of Shares subject to outstanding Options and SARs, and (c) the Purchase Prices of and/or number and class of Shares subject to other outstanding Awards and (d) will (to the maximum number and class of Shares that may be issued as ISOs set forth in Section 2.5 will extent appropriate) be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities laws; provided or other laws: provided, however, that fractions of a Share will not be issued. If, by reason issued but will either be paid in cash at the Fair Market Value of an adjustment pursuant to this Section 2.6, such fraction of a Participant's Award Agreement Share or other agreement related to any Award or the Shares subject to such Award covers additional or different shares of stock or securities, then such additional or different shares, and the Award Agreement or such other agreement in respect thereof, will be subject rounded down to all the nearest whole Share, as determined by the Committee. 1 3. PLAN FOR BENEFIT OF SERVICE PROVIDERS. 3.1 Eligibility. The Committee will have the authority to select persons to receive Awards. ISOs may be granted only to employees (including officers and directors who are also employees) of the terms, conditions Company or of a Parent or Subsidiary of the Company. NQSOs (as defined in Section 4 hereof) and restrictions that were applicable all other types of Awards may be granted to employees, officers, directors and consultants of the Company or any Parent or Subsidiary of the Company; provided such consultants render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction when Rule 701 is to apply to the Award granted for such services. A person may be granted more than one Award under this Plan. 3.2 No Obligation to Employ. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any Participant any right to continue in the Shares subject employ of, or to such Award prior continue any other relationship with, the Company or any Subsidiary or Parent of the Company or limit in any way the right of the Company or any Subsidiary or Parent of the Company to such adjustment. terminate Participant's employment or other relationship at any time, with or without Cause. View More
Shares Subject to the Plan. 2.1. 2.1 Number of Shares Available. Subject to Section 2.4, Section 2.6 Sections 2.2 and Section 21 and any other applicable provisions 17 hereof, the total number of Shares reserved and available for grant and issuance pursuant to this Plan as of the date of adoption of the Plan by the Board, is 1,850,000 Shares, plus (a) any reserved shares not issued or subject will be 47,751,973 Shares. Subject to outstanding grants under the Company's 2015 Stock Incentive Plan (the "Prior Plan") on the Eff...ective Date, (b) shares that are subject to stock options or other awards granted under the Prior Plan that cease to be subject to such stock options or other awards by forfeiture or otherwise after the Effective Date, (c) shares issued under the Prior Plan before or after the Effective Date pursuant to the exercise of stock options that are, after the Effective Date, forfeited, (d) shares issued under the Prior Plan that are repurchased by the Company at the original issue price Sections 2.2, 5.10 and (e) shares that are subject to stock options or other awards under the Prior Plan that are used to pay the exercise price of an option or withheld to satisfy the tax withholding obligations related to any award. 2.2. Lapsed, Returned Awards. 17 hereof, Shares subject to Awards, and Shares issued under the Plan under any Award, Awards previously granted will again be available for grant and issuance in connection with subsequent future Awards under this Plan to the extent such Shares: (a) are (i) cease to be subject to issuance upon exercise of an Option or SAR granted under this Plan but which cease to be subject to the Option or SAR for any reason Option, other than due to exercise of the Option or SAR; (b) such Option; (ii) are subject to Awards an Award granted under this Plan that hereunder but the Shares subject to such Award are forfeited or are repurchased by the Company at the original issue price; (c) or (iii) are subject to Awards granted under this Plan an Award that otherwise terminate terminates without such Shares being issued; or (d) are surrendered pursuant to an Exchange Program. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Shares used to pay the exercise price of an Award or withheld to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. For the avoidance of doubt, Shares that otherwise become available for grant and issuance because of the provisions of this Section 2.2 shall not include Shares subject to Awards that initially became available because of the substitution clause in Section 21.2 hereof. 2.3. Minimum Share Reserve. issued. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all outstanding Awards granted and outstanding under this Plan. 2.4. Automatic Share Reserve Increase. The number of Shares available for grant and issuance under the Plan will be increased on January 1 for each of the first ten (10) calendar years during the term of the Plan by the lesser of (a) Five percent (5%) of all classes of the Company's common stock outstanding on each December 31 immediately prior to the date of increase or (b) such number of Shares determined by the Board. 2.5. ISO Limitation. No more than 5,550,000 Shares shall be issued pursuant to the exercise of ISOs (as defined below) under the Plan. 2.6. 2.2 Adjustment of Shares. If In the event that the number of outstanding Shares shares of the Company's Common Stock is changed by a stock dividend, extraordinary dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), recapitalization, stock split, reverse stock split, subdivision, combination, consolidation, reclassification, spin-off reclassification or similar change in the capital structure of the Company, Company without consideration, then (a) the number and class of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, including shares reserved under sub-clauses (a)-(e) of Section 2.1, this Plan, (b) the Exercise Prices of and number and class of Shares subject to outstanding Options and SARs, (c) the Purchase Prices of and number and class of Shares subject to other outstanding Awards and (d) the maximum number and class of Shares that may be issued as ISOs set forth in Section 2.5 will be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities laws; provided provided, however, that fractions of a Share will not be issued. If, by reason issued but will either be paid in cash at the Fair Market Value of an adjustment pursuant to this Section 2.6, such fraction of a Participant's Award Agreement Share or other agreement related to any Award or the Shares subject to such Award covers additional or different shares of stock or securities, then such additional or different shares, and the Award Agreement or such other agreement in respect thereof, will be subject rounded down to all the nearest whole Share, as determined by the Committee; and provided, further, that the Exercise Price of any Option may not be decreased to below the par value of the terms, conditions Shares. 3 3. ELIGIBILITY. ISOs (as defined in Section 5 hereof) may be granted only to employees (including officers and restrictions that were applicable directors who are also employees) of the Company or of a Parent or Subsidiary of the Company. NQSOs (as defined in Section 5 hereof) and Restricted Stock Awards may be granted to employees, officers, directors and consultants of the Company or any Parent or Subsidiary of the Company; provided such consultants render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction. A person may be granted more than one Award or the Shares subject to such Award prior to such adjustment. under this Plan. View More
Shares Subject to the Plan. 2.1. 2.1 Number of Shares Available. Subject to Section 2.4, Section 2.6 Sections 2.2 and Section 21 and any other applicable provisions 11 hereof, the total number of Shares reserved and available for grant and issuance pursuant to this Plan as of the date of adoption of the Plan by the Board, is 1,850,000 Shares, plus (a) any reserved shares not issued or subject will be 10,000,000 Shares. Subject to outstanding grants under the Company's 2015 Stock Incentive Plan (the "Prior Plan") on the Eff...ective Date, (b) shares that are subject to stock options or other awards granted under the Prior Plan that cease to be subject to such stock options or other awards by forfeiture or otherwise after the Effective Date, (c) shares issued under the Prior Plan before or after the Effective Date pursuant to the exercise of stock options that are, after the Effective Date, forfeited, (d) shares issued under the Prior Plan that are repurchased by the Company at the original issue price Sections 2.2, 4.10 and (e) shares that are subject to stock options or other awards under the Prior Plan that are used to pay the exercise price of an option or withheld to satisfy the tax withholding obligations related to any award. 2.2. Lapsed, Returned Awards. 11 hereof, Shares subject to Awards, and Shares issued under the Plan under any Award, Awards that are cancelled, forfeited, settled in cash or that expire by their terms will again be available for grant and issuance in connection with subsequent Awards under this Plan to the extent such Shares: (a) are subject to issuance upon exercise of an Option or SAR granted under this Plan but which cease to be subject to the Option or SAR for any reason other than exercise of the Option or SAR; (b) are subject to Awards granted under this Plan that are forfeited or are repurchased by the Company at the original issue price; (c) are subject to Awards granted under this Plan that otherwise terminate without such Shares being issued; or (d) are surrendered pursuant to an Exchange Program. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Shares used to pay the exercise price of an Award or withheld to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. For the avoidance of doubt, Shares that otherwise become available for grant and issuance because of the provisions of this Section 2.2 shall not include Shares subject to Awards that initially became available because of the substitution clause in Section 21.2 hereof. 2.3. Minimum Share Reserve. Awards. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all outstanding Awards granted and outstanding under this Plan. 2.4. Automatic Share Reserve Increase. The number of Shares available for grant and issuance under the Plan will be increased on January 1 for each of the first ten (10) calendar years during the term of the Plan by the lesser of (a) Five percent (5%) of all classes of the Company's common stock outstanding on each December 31 immediately prior to the date of increase or (b) such number of Shares determined by the Board. 2.5. ISO Limitation. No more than 5,550,000 Shares shall be issued pursuant to the exercise of ISOs (as defined below) under the Plan. 2.6. 2.2 Adjustment of Shares. If In the event that the number of outstanding Shares shares of the Company's Common Stock is changed by a stock dividend, extraordinary dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), recapitalization, stock split, reverse stock split, subdivision, combination, consolidation, reclassification, spin-off reclassification or similar change in the capital structure of the Company, Company without consideration, then (a) the number and class of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, including shares reserved under sub-clauses (a)-(e) of Section 2.1, this Plan, (b) the Exercise Prices of and number and class of Shares subject to outstanding Options and SARs, SARS, and (c) the Purchase Prices of and/or number and class of Shares subject to other outstanding Awards and (d) the maximum number and class of Shares that may be issued as ISOs set forth in Section 2.5 will be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities laws; provided provided, however, that fractions of a Share will not be issued. If, by reason issued but will either be paid in cash at the Fair Market Value of an adjustment pursuant to this Section 2.6, such fraction of a Participant's Award Agreement Share or other agreement related to any Award or the Shares subject to such Award covers additional or different shares of stock or securities, then such additional or different shares, and the Award Agreement or such other agreement in respect thereof, will be subject rounded down to all the nearest whole Share, as determined by the Committee; and provided, further, that the Exercise Price of any Option or SAR may not be decreased to below the par value of the terms, conditions and restrictions that were applicable to the Award or the Shares subject to such Award prior to such adjustment. Shares. View More
Shares Subject to the Plan. 2.1. 2.1 Number of Shares Available. Subject to Section 2.4, Section 2.6 Sections 2.2 and Section 21 and any other applicable provisions 18 hereof, the total number of Shares reserved and available for grant and issuance pursuant to this Plan as of the date of adoption of the Plan by the Board, is 1,850,000 Shares, plus (a) any reserved shares not issued or will be 110,582,476 Shares. Subject to Sections 2.2, 5.10 and 12 hereof, Shares subject to outstanding grants under the Company's 2015 Stock... Incentive Plan (the "Prior Plan") on the Effective Date, (b) shares Awards that are subject cancelled, forfeited, settled in cash, expire by their terms, used to stock options pay withholding obligations or other awards granted under the Prior Plan that cease to be subject to such stock options or other awards by forfeiture or otherwise after the Effective Date, (c) shares issued under the Prior Plan before or after the Effective Date pursuant to the exercise of stock options that are, after the Effective Date, forfeited, (d) shares issued under the Prior Plan that are repurchased by the Company at the original issue price and (e) shares that are subject to stock options or other awards under the Prior Plan that are used to pay the exercise price of an option or withheld to satisfy the tax withholding obligations related to any award. 2.2. Lapsed, Returned Awards. Shares subject to Awards, and Shares issued under the Plan under any Award, Option will again be available for grant and issuance in connection with subsequent Awards under this Plan to the extent such Shares: (a) are subject to issuance upon exercise of an Option or SAR granted under this Plan but which cease to be subject to the Option or SAR for any reason other than exercise of the Option or SAR; (b) are subject to Awards granted under this Plan that are forfeited or are repurchased by the Company at the original issue price; (c) are subject to Awards granted under this Plan that otherwise terminate without such Shares being issued; or (d) are surrendered pursuant to an Exchange Program. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Shares used to pay the exercise price of an Award or withheld to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. For the avoidance of doubt, Shares that otherwise become available for grant and issuance because of the provisions of this Section 2.2 shall not include Shares subject to Awards that initially became available because of the substitution clause in Section 21.2 hereof. 2.3. Minimum Share Reserve. Awards. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all outstanding Awards granted and outstanding under this Plan. 2.4. Automatic Share Reserve Increase. The In no event shall the total number of Shares available for grant issued (counting each reissuance of a Share that was previously issued and issuance then forfeited or repurchased by the Company as a separate issuance) under the Plan will be increased on January 1 for each upon exercise of the first ten (10) calendar years during ISOs exceed 221,164,953 Shares (adjusted in proportion to any adjustments under Section 2.2 hereof) over the term of the Plan by the lesser of (a) Five percent (5%) of all classes of the Company's common stock outstanding on each December 31 immediately prior to the date of increase or (b) such number of Shares determined by the Board. 2.5. ISO Limitation. No more than 5,550,000 Shares shall be issued pursuant to the exercise of ISOs (as defined below) under the Plan. 2.6. 2.2 Adjustment of Shares. If In the event that the number of outstanding Shares shares of the Company's Common Stock is changed by a stock dividend, extraordinary dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), recapitalization, stock split, reverse stock split, subdivision, combination, consolidation, reclassification, spin-off reclassification or similar change in the capital structure of the Company, Company without consideration, then (a) (i) the number and class of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, including shares reserved under sub-clauses (a)-(e) of Section 2.1, (b) this Plan, (ii) the Exercise Prices of and number and class of Shares subject to outstanding Options and SARs, (c) (iii) the Purchase Prices of and number and class of Shares subject to other outstanding Awards and (d) the maximum number and class of Shares that may be issued as ISOs set forth in Section 2.5 will be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities laws; provided provided, however, that fractions of a Share will not be issued. If, by reason issued but will either be paid in cash at the Fair Market Value of an adjustment pursuant to this Section 2.6, such fraction of a Participant's Award Agreement Share or other agreement related to any Award or the Shares subject to such Award covers additional or different shares of stock or securities, then such additional or different shares, and the Award Agreement or such other agreement in respect thereof, will be subject rounded down to all the nearest whole Share, as determined by the Committee; and provided, further, that the Exercise Price of any Option may not be decreased to below the par value of the terms, conditions and restrictions that were applicable to the Award or the Shares subject to such Award prior to such adjustment. Shares. View More
Shares Subject to the Plan. 2.1. 2.1 Number of Shares Available. Subject to Section 2.4, Section 2.6 Sections 2.2 and Section 21 and any other applicable provisions 18 hereof, the total number of Shares reserved and available for grant and issuance pursuant to this Plan as of the date of adoption of the Plan by the Board, is 1,850,000 Shares, plus (a) any reserved shares not issued or will be 165,873,715 Shares. Subject to Sections 2.2, 5.10 and 12 hereof, Shares subject to outstanding grants under the Company's 2015 Stock... Incentive Plan (the "Prior Plan") on the Effective Date, (b) shares Awards that are subject cancelled, forfeited, settled in cash, expire by their terms, used to stock options pay withholding obligations or other awards granted under the Prior Plan that cease to be subject to such stock options or other awards by forfeiture or otherwise after the Effective Date, (c) shares issued under the Prior Plan before or after the Effective Date pursuant to the exercise of stock options that are, after the Effective Date, forfeited, (d) shares issued under the Prior Plan that are repurchased by the Company at the original issue price and (e) shares that are subject to stock options or other awards under the Prior Plan that are used to pay the exercise price of an option or withheld to satisfy the tax withholding obligations related to any award. 2.2. Lapsed, Returned Awards. Shares subject to Awards, and Shares issued under the Plan under any Award, Option will again be available for grant and issuance in connection with subsequent Awards under this Plan to the extent such Shares: (a) are subject to issuance upon exercise of an Option or SAR granted under this Plan but which cease to be subject to the Option or SAR for any reason other than exercise of the Option or SAR; (b) are subject to Awards granted under this Plan that are forfeited or are repurchased by the Company at the original issue price; (c) are subject to Awards granted under this Plan that otherwise terminate without such Shares being issued; or (d) are surrendered pursuant to an Exchange Program. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Shares used to pay the exercise price of an Award or withheld to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. For the avoidance of doubt, Shares that otherwise become available for grant and issuance because of the provisions of this Section 2.2 shall not include Shares subject to Awards that initially became available because of the substitution clause in Section 21.2 hereof. 2.3. Minimum Share Reserve. Awards. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all outstanding Awards granted and outstanding under this Plan. 2.4. Automatic Share Reserve Increase. The In no event shall the total number of Shares available for grant issued (counting each reissuance of a Share that was previously issued and issuance then forfeited or repurchased by the Company as a separate issuance) under the Plan will be increased on January 1 for each upon exercise of the first ten (10) calendar years during ISOs exceed 331,747,430 Shares (adjusted in proportion to any adjustments under Section 2.2 hereof) over the term of the Plan by the lesser of (a) Five percent (5%) of all classes of the Company's common stock outstanding on each December 31 immediately prior to the date of increase or (b) such number of Shares determined by the Board. 2.5. ISO Limitation. No more than 5,550,000 Shares shall be issued pursuant to the exercise of ISOs (as defined below) under the Plan. 2.6. 2.2 Adjustment of Shares. If In the event that the number of outstanding Shares shares of the Company's Common Stock is changed by a stock dividend, extraordinary dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), recapitalization, stock split, reverse stock split, subdivision, combination, consolidation, reclassification, spin-off reclassification or similar change in the capital structure of the Company, Company without consideration, then (a) (i) the number and class of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, including shares reserved under sub-clauses (a)-(e) of Section 2.1, (b) this Plan, (ii) the Exercise Prices of and number and class of Shares subject to outstanding Options and SARs, (c) (iii) the Purchase Prices of and number and class of Shares subject to other outstanding Awards and (d) the maximum number and class of Shares that may be issued as ISOs set forth in Section 2.5 will be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities laws; provided provided, however, that fractions of a Share will not be issued. If, by reason issued but will either be paid in cash at the Fair Market Value of an adjustment pursuant to this Section 2.6, such fraction of a Participant's Award Agreement Share or other agreement related to any Award or the Shares subject to such Award covers additional or different shares of stock or securities, then such additional or different shares, and the Award Agreement or such other agreement in respect thereof, will be subject rounded down to all the nearest whole Share, as determined by the Committee; and provided, further, that the Exercise Price of any Option may not be decreased to below the par value of the terms, conditions and restrictions that were applicable to the Award or the Shares subject to such Award prior to such adjustment. Shares. View More
Shares Subject to the Plan. 2.1. 2.1 Number of Shares Available. Subject to Section 2.4, Section 2.6 Sections 2.2 and Section 21 and any other applicable provisions 19 hereof, the total number of Shares reserved and available for grant and issuance pursuant to this Plan as will be 1,726,568 Shares, which is the number of the date of adoption of the Plan by the Board, is 1,850,000 Shares, plus (a) any reserved shares not issued or subject to outstanding Shares that remain available for grants under the Company's 2015 Stock...2008 Equity Incentive Plan Plan, as amended (the "Prior "2008 Plan") on the Effective Date, (b) shares that are as of September 30, 2018. Subject to Sections 2.2, 5.10 and 19 hereof, Shares subject to stock options or other awards Awards previously granted under the Prior 2008 Plan that cease to be subject to such stock options or other awards by forfeiture or otherwise after the Effective Date, (c) shares issued under the Prior Plan before that, on or after September 30, 2018, or the Effective Date pursuant Plan that, (i) are withheld upon exercise of an Option or settlement of an Award to cover the exercise of stock options that are, after the Effective Date, forfeited, (d) shares issued under the Prior Plan that price or tax withholding; (ii) are forfeited or repurchased by the Company at the original issue price and (e) shares that price; or (iii) are subject to stock options or other awards under the Prior Plan an Award that are used to pay the exercise price of an option or withheld to satisfy the tax withholding obligations related to any award. 2.2. Lapsed, Returned Awards. otherwise terminates without Shares subject to Awards, and Shares issued under the Plan under any Award, being issued, will again be available for grant and issuance in connection with subsequent future Awards under this Plan to the extent such Shares: (a) are subject to issuance upon exercise of an Option or SAR granted under this Plan but which cease to be subject to the Option or SAR for any reason other than exercise of the Option or SAR; (b) are subject to Awards granted under this Plan that are forfeited or are repurchased by the Company at the original issue price; (c) are subject to Awards granted under this Plan that otherwise terminate without such Shares being issued; or (d) are surrendered pursuant to an Exchange Program. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Shares used to pay the exercise price of an Award or withheld to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. For the avoidance of doubt, Shares that otherwise become available for grant and issuance because of the provisions of this Section 2.2 shall not include Shares subject to Awards that initially became available because of the substitution clause in Section 21.2 hereof. 2.3. Minimum Share Reserve. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all outstanding Awards granted and outstanding under this Plan. 2.4. Automatic Share Reserve Increase. The number of Shares available for grant and issuance under the Plan will be increased on January 1 for each of the first ten (10) calendar years during the term of the Plan by the lesser of (a) Five percent (5%) of all classes of the Company's common stock outstanding on each December 31 immediately prior to the date of increase or (b) such number of Shares determined by the Board. 2.5. ISO Limitation. No more than 5,550,000 Shares shall be issued pursuant to the exercise of ISOs (as defined below) under the Plan. 2.6. 2.2 Adjustment of Shares. If the number Subject to Section 19 hereof, if, as a result of outstanding Shares is changed by a any stock dividend, extraordinary dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), reorganization, recapitalization, stock split, reverse stock split, subdivision, combination, consolidation, reclassification, spin-off reclassification or similar change in the capital structure of the Company, the outstanding Shares are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional Shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such Shares or other securities, in each case, without consideration, receipt of consideration by the Company, or, if, as a result of any merger or consolidation, or sale of all or substantially all of the assets of the Company, the outstanding Shares are converted into or exchanged for other securities of the Company or any successor entity (or a parent or subsidiary thereof), then (a) the number and class of Shares reserved for issuance under this Plan and future grant under the Plan set forth in Section 2.1, including shares reserved under sub-clauses (a)-(e) of Section 2.1, ISO Maximum, (b) the Exercise Prices of and number and class of Shares subject to outstanding Options and SARs, Options, (c) the Purchase Prices of and number and class of Shares subject to other outstanding Awards Awards, and (d) the maximum number and class kind of Shares that may be issued as ISOs set forth in Section 2.5 or other securities subject to any then outstanding Awards under the Plan, will be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities laws; provided provided, however, that fractions of a Share will not be issued. If, by reason issued but will either be paid in cash at the Fair Market Value of an adjustment pursuant to this Section 2.6, such fraction of a Participant's Award Agreement Share or other agreement related to any Award or the Shares subject to such Award covers additional or different shares of stock or securities, then such additional or different shares, and the Award Agreement or such other agreement in respect thereof, will be subject rounded down to all the nearest whole Share, as determined by the Committee; and provided, further, that the Exercise Price of any Option may not be decreased to below the par value of the terms, conditions and restrictions that were applicable to the Award or the Shares subject to such Award prior to such adjustment. Shares. View More
Shares Subject to the Plan. 2.1. Number of Shares Available. Subject to Section 2.4, Section 2.6 Sections 2.2 and Section 21 and any other applicable provisions hereof, 16, the total number of Shares reserved and available for grant and issuance pursuant to this Plan will be 1,588,235 Shares or such lesser number of Shares as permitted under Section 260.140.45 of Title 10 of the date California Code of adoption of the Plan by the Board, is 1,850,000 Shares, plus (a) any reserved shares not issued or subject Regulations. Su...bject to outstanding grants under the Company's 2015 Stock Incentive Plan (the "Prior Plan") on the Effective Date, (b) shares that are subject to stock options or other awards granted under the Prior Plan that cease to be subject to such stock options or other awards by forfeiture or otherwise after the Effective Date, (c) shares issued under the Prior Plan before or after the Effective Date pursuant to the exercise of stock options that are, after the Effective Date, forfeited, (d) shares issued under the Prior Plan that are repurchased by the Company at the original issue price Sections 2.2, 5.10 and (e) shares that are subject to stock options or other awards under the Prior Plan that are used to pay the exercise price of an option or withheld to satisfy the tax withholding obligations related to any award. 2.2. Lapsed, Returned Awards. 16, Shares subject to Awards, and Shares issued under the Plan under any Award, Awards previously granted will again be available for grant and issuance in connection with subsequent future Awards under this Plan to the extent such Shares: (a) are (i) cease to be subject to issuance upon exercise of an Option or SAR granted under this Plan but which cease to be subject Option, other than due to the Option or SAR for any reason other than exercise of the Option such Option; or SAR; (b) (ii) are subject to Awards granted under this Plan that issued upon exercise of an Award but are forfeited or are repurchased by the Company at the original issue price; (c) are subject to Awards granted under this Plan that otherwise terminate without such Shares being issued; or (d) are surrendered pursuant to an Exchange Program. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Shares used to pay the exercise price of an Award or withheld to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. For the avoidance of doubt, Shares that otherwise become available for grant and issuance because of the provisions of this Section 2.2 shall not include Shares subject to Awards that initially became available because of the substitution clause in Section 21.2 hereof. 2.3. Minimum Share Reserve. Company. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all outstanding Awards granted and outstanding under this Plan. 2.4. Automatic Share Reserve Increase. The Notwithstanding the foregoing, in no event shall the total number of Shares available for grant issued (counting each reissuance of a Share that was actually issued and issuance then forfeited or repurchased by the Company as a separate issuance) under the Plan will be increased on January 1 for each upon exercise of the first ten (10) calendar years during ISOs exceed 5,000,000 Shares (adjusted in accordance with Sections 2.2 and 16 hereof) over the term of the Plan by the lesser of (a) Five percent (5%) of all classes of the Company's common stock outstanding on each December 31 immediately prior to the date of increase or (b) such number of Shares determined by the Board. 2.5. ISO Limitation. No more than 5,550,000 Shares shall be issued pursuant to the exercise of ISOs (as defined below) under the Plan. 2.6. 2.2. Adjustment of Shares. If In the event that the number of outstanding Shares shares of the Company's Common Stock is changed by a stock dividend, extraordinary dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), recapitalization, stock split, reverse stock split, subdivision, combination, consolidation, reclassification, spin-off reclassification or similar change in the capital structure of the Company, Company without consideration, consolidation, subdivision of the Shares, a rights offering, a reorganization, merger, spin-off, or split-up, then (a) (i) the number and class of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, including shares reserved under sub-clauses (a)-(e) of Section 2.1, (b) this Plan; (ii) the Exercise Prices of and number and class of Shares subject to outstanding Options and SARs, (c) the number and class of (iii) any repurchase price per Share applicable to Shares subject issued pursuant to other outstanding Awards and (d) the maximum number and class of Shares that may be issued as ISOs set forth in Section 2.5 any Award, will be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities laws; provided provided, however, that fractions of a Share will not be issued. If, by reason issued but will either be paid in cash at the Fair Market Value of an adjustment pursuant to this Section 2.6, such fraction of a Participant's Award Agreement Share or other agreement related to any Award or the Shares subject to such Award covers additional or different shares of stock or securities, then such additional or different shares, and the Award Agreement or such other agreement in respect thereof, will be subject rounded down to all the nearest whole Share, as determined by the Committee and provided, further, that the Exercise Price of any Option may not be decreased to below the par value of the terms, conditions and restrictions that were applicable to the Award or the Shares subject to such Award prior to such adjustment. Shares. View More
Shares Subject to the Plan. 2.1. Number of Shares Available. Subject to Section 2.4, Section 2.6 Sections 2.2 and Section 21 and any other applicable provisions hereof, 16, the total number of Shares reserved and available for grant and issuance pursuant to this Plan as of the date of adoption of the Plan by the Board, is 1,850,000 Shares, plus (a) any reserved shares not issued or subject will be 14,711,318 Shares. Subject to outstanding grants under the Company's 2015 Stock Incentive Plan (the "Prior Plan") on the Effect...ive Date, (b) shares that are subject to stock options or other awards granted under the Prior Plan that cease to be subject to such stock options or other awards by forfeiture or otherwise after the Effective Date, (c) shares issued under the Prior Plan before or after the Effective Date pursuant to the exercise of stock options that are, after the Effective Date, forfeited, (d) shares issued under the Prior Plan that are repurchased by the Company at the original issue price Sections 2.2, 5.10 and (e) shares that are subject to stock options or other awards under the Prior Plan that are used to pay the exercise price of an option or withheld to satisfy the tax withholding obligations related to any award. 2.2. Lapsed, Returned Awards. 16, Shares subject to Awards, and Shares issued under the Plan under any Award, Awards previously granted will again be available for grant and issuance in connection with subsequent future Awards under this Plan to the extent such Shares: (a) are (i) cease to be subject to issuance upon exercise of an Option or SAR granted under this Plan but which cease to be subject Option, other than due to the Option or SAR for any reason other than exercise of the Option such Option; or SAR; (b) (ii) are subject to Awards granted under this Plan that issued upon exercise of an Award but are forfeited or are repurchased by the Company at the original issue price; (c) are subject to Awards granted under this Plan that otherwise terminate without such Shares being issued; or (d) are surrendered pursuant to an Exchange Program. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Shares used to pay the exercise price of an Award or withheld to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. For the avoidance of doubt, Shares that otherwise become available for grant and issuance because of the provisions of this Section 2.2 shall not include Shares subject to Awards that initially became available because of the substitution clause in Section 21.2 hereof. 2.3. Minimum Share Reserve. Company. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all outstanding Awards granted and outstanding under this Plan. 2.4. Automatic Share Reserve Increase. The Notwithstanding the foregoing, in no event shall the total number of Shares available for grant issued (counting each reissuance of a Share that was actually issued and issuance then forfeited or repurchased by the Company as a separate issuance) under the Plan will be increased on January 1 for each upon exercise of the first ten (10) calendar years during ISOs exceed 44,000,000 Shares (adjusted in accordance with Sections 2.2 and 16 hereof) over the term of the Plan by the lesser of (a) Five percent (5%) of all classes of the Company's common stock outstanding on each December 31 immediately prior to the date of increase or (b) such number of Shares determined by the Board. 2.5. ISO Limitation. No more than 5,550,000 Shares shall be issued pursuant to the exercise of ISOs (as defined below) under the Plan. 2.6. 2.2. Adjustment of Shares. If In the event that the number of outstanding Shares shares of the Company's Common Stock is changed by a stock dividend, extraordinary dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), recapitalization, stock split, reverse stock split, subdivision, combination, consolidation, reclassification, spin-off reclassification or similar change in the capital structure of the Company, Company without consideration, consolidation, subdivision of the Shares, a rights offering, a reorganization, merger, spin-off, or split-up, then (a) (i) the number and class of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, including shares reserved under sub-clauses (a)-(e) of Section 2.1, (b) this Plan; (ii) the Exercise Prices of and number and class of Shares subject to outstanding Options and SARs, (c) the number and class of (iii) any repurchase price per Share applicable to Shares subject issued pursuant to other outstanding Awards and (d) the maximum number and class of Shares that may be issued as ISOs set forth in Section 2.5 any Award, will be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities laws; provided provided, however, that fractions of a Share will not be issued. If, by reason issued but will either be paid in cash at the Fair Market Value of an adjustment pursuant to this Section 2.6, such fraction of a Participant's Award Agreement Share or other agreement related to any Award or the Shares subject to such Award covers additional or different shares of stock or securities, then such additional or different shares, and the Award Agreement or such other agreement in respect thereof, will be subject rounded down to all the nearest whole Share, as determined by the Committee and provided, further, that the Exercise Price of any Option may not be decreased to below the par value of the terms, conditions and restrictions that were applicable to the Award or the Shares subject to such Award prior to such adjustment. Shares. View More
Shares Subject to the Plan. 2.1. 2.1 Number of Shares Available. Subject to Section 2.4, Section 2.6 Sections 2.2 and Section 21 and any other applicable provisions 17 hereof, the total number of Shares reserved and available for grant and issuance pursuant to this Plan will be Seven Million Seven Hundred Twelve Thousand Nine Hundred Forty-Seven 7,712,947 Shares or such lesser number of Shares as permitted under Section 260.140.45 of Title 10 of the date California Code of adoption of the Plan by the Board, is 1,850,000 Sh...ares, plus (a) any reserved shares not issued Regulations or subject to outstanding grants under the Company's 2015 Stock Incentive Plan (the "Prior Plan") on the Effective Date, (b) shares that are subject laws of any other state in which a Participants resides. Subject to stock options or other awards granted under the Prior Plan that cease to be subject to such stock options or other awards by forfeiture or otherwise after the Effective Date, (c) shares issued under the Prior Plan before or after the Effective Date pursuant to the exercise of stock options that are, after the Effective Date, forfeited, (d) shares issued under the Prior Plan that are repurchased by the Company at the original issue price Sections 2.2, 5.10 and (e) shares that are subject to stock options or other awards under the Prior Plan that are used to pay the exercise price of an option or withheld to satisfy the tax withholding obligations related to any award. 2.2. Lapsed, Returned Awards. 17 hereof, Shares subject to Awards, and Shares issued under the Plan under any Award, Awards previously granted will again be available for grant and issuance in connection with subsequent future Awards under this Plan to the extent such Shares: (a) are (i) cease to be subject to issuance upon exercise of an Option or SAR granted under this Plan but which cease to be subject to the Option or SAR for any reason Option, other than due to exercise of the Option or SAR; (b) such Option; (ii) are subject to Awards an Award granted under this Plan that hereunder but the Shares subject to such Award are forfeited or are repurchased by the Company at the original issue price; (c) or (iii) are subject to Awards granted under this Plan an Award that otherwise terminate terminates without such Shares being issued; or (d) are surrendered pursuant to an Exchange Program. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Shares used to pay the exercise price of an Award or withheld to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. For the avoidance of doubt, Shares that otherwise become available for grant and issuance because of the provisions of this Section 2.2 shall not include Shares subject to Awards that initially became available because of the substitution clause in Section 21.2 hereof. 2.3. Minimum Share Reserve. issued. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all outstanding Awards granted and outstanding under this Plan. 2.4. Automatic Share Reserve Increase. The number of Shares available for grant and issuance under the Plan will be increased on January 1 for each of the first ten (10) calendar years during the term of the Plan by the lesser of (a) Five percent (5%) of all classes of the Company's common stock outstanding on each December 31 immediately prior to the date of increase or (b) such number of Shares determined by the Board. 2.5. ISO Limitation. No more than 5,550,000 Shares shall be issued pursuant to the exercise of ISOs (as defined below) under the Plan. 2.6. 2.2 Adjustment of Shares. If In the event that the number of outstanding Shares shares of the Company's Common Stock is changed by a stock dividend, extraordinary dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), recapitalization, stock split, reverse stock split, subdivision, combination, consolidation, reclassification, spin-off reclassification or similar change in the capital structure of the Company, Company without consideration, then (a) (i) the number and class of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, including shares reserved under sub-clauses (a)-(e) of Section 2.1, (b) this Plan, (ii) the Exercise Prices of and number and class of Shares subject to outstanding Options and SARs, (c) (iii) the Purchase Prices of and number and class of Shares subject to other outstanding Awards and (d) the maximum number and class of Shares that may be issued as ISOs set forth in Section 2.5 will be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities laws; provided provided, however, that fractions of a Share will not be issued. If, by reason issued but will either be paid in cash at the Fair Market Value of an adjustment pursuant to this Section 2.6, such fraction of a Participant's Award Agreement Share or other agreement related to any Award or the Shares subject to such Award covers additional or different shares of stock or securities, then such additional or different shares, and the Award Agreement or such other agreement in respect thereof, will be subject rounded down to all the nearest whole Share, as determined by the Committee; and provided, further, that the Exercise Price of any Option may not be decreased to below the par value of the terms, conditions and restrictions that were applicable to the Award or the Shares subject to such Award prior to such adjustment. Shares. View More
Shares Subject to the Plan. 2.1. 2.1 Number of Shares Available. Subject to Section 2.4, Section 2.6 Sections 2.2 and Section 21 and any other applicable provisions 11 hereof, the total number of Shares reserved and available for grant and issuance pursuant to this Plan as of the date of adoption of the Plan by the Board, is 1,850,000 Shares, plus (a) any reserved shares not issued or will be 11,832,515 Shares. Subject to Sections 2.2 and 11 hereof, Shares subject to outstanding grants under the Company's 2015 Stock Incent...ive Plan (the "Prior Plan") on the Effective Date, (b) shares Awards that are subject to stock options or other awards granted under the Prior Plan that cease to be subject to such stock options or other awards by forfeiture or otherwise after the Effective Date, (c) shares issued under the Prior Plan before or after the Effective Date pursuant to the exercise of stock options that are, after the Effective Date, cancelled, forfeited, (d) shares issued under the Prior Plan that are repurchased by the Company at the original issue price and (e) shares that are subject to stock options or other awards under the Prior Plan that are settled in cash, used to pay withholding obligations or pay the exercise price of an option Option or withheld to satisfy the tax withholding obligations related to that expire by their terms at any award. 2.2. Lapsed, Returned Awards. Shares subject to Awards, and Shares issued under the Plan under any Award, time will again be available for grant and issuance in connection with subsequent Awards other Awards. In the event that Shares previously issued under this the Plan to the extent such Shares: (a) are subject to issuance upon exercise of an Option or SAR granted under this Plan but which cease to be subject to the Option or SAR for any reason other than exercise of the Option or SAR; (b) are subject to Awards granted under this Plan that are forfeited or are repurchased reacquired by the Company at pursuant to a forfeiture provision, right of first refusal, or repurchase by the original issue price; (c) are subject to Awards granted under this Plan that otherwise terminate without Company, such Shares being issued; or (d) are surrendered pursuant shall be added to an Exchange Program. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares then available for issuance under the Plan. Shares used to pay the exercise price of an Award or withheld to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. For the avoidance of doubt, Shares that otherwise become available for grant and issuance because of the provisions of this Section 2.2 shall not include Shares subject to Awards that initially became available because of the substitution clause in Section 21.2 hereof. 2.3. Minimum Share Reserve. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all outstanding Awards granted and outstanding under this Plan. 2.4. Automatic Share Reserve Increase. The In no event shall the total number of Shares available for grant issued (counting each reissuance of a Share that was previously issued and issuance then forfeited or repurchased by the Company as a separate issuance) under the Plan will be increased on January 1 for each upon exercise of the first ten (10) calendar years during ISOs exceed 118,325,150 Shares (adjusted in proportion to any adjustments under Section 2.2 hereof) over the term of the Plan (the "ISO Limit"). Subject to Sections 2.2 and 11 hereof, in the event that the number of Shares reserved for issuance under the Plan is increased, the ISO Limit shall be automatically increased by the lesser of (a) Five percent (5%) of all classes of the Company's common stock outstanding on each December 31 immediately prior to the date of increase or (b) such number of Shares determined such that the ISO Limit equals (a) ten (10) multiplied by (b) the Board. 2.5. ISO Limitation. No more than 5,550,000 number of Shares shall be issued pursuant to the exercise of ISOs (as defined below) reserved for issuance under the Plan. 2.6. 2.2 Adjustment of Shares. If In the event that the number of outstanding Shares shares of the Company's Common Stock is changed by a stock dividend, extraordinary dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), recapitalization, stock split, reverse stock split, subdivision, combination, consolidation, reclassification, spin-off reclassification or similar other change in the capital structure of the Company, Company affecting Shares without consideration, then in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan (a) the number and class of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, including shares reserved under sub-clauses (a)-(e) of Section 2.1, this Plan, (b) the Exercise Prices of and number and class of Shares subject to outstanding Options and SARs, and (c) the Purchase Prices of and/or number and class of Shares subject to other outstanding Awards and (d) the maximum number and class of Shares that may be issued as ISOs set forth in Section 2.5 will be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities laws; provided provided, however, that fractions of a Share will not be issued. If, by reason issued but will either be paid in cash at the Fair Market Value of an adjustment pursuant to this Section 2.6, such fraction of a Participant's Award Agreement Share or other agreement related to any Award or the Shares subject to such Award covers additional or different shares of stock or securities, then such additional or different shares, and the Award Agreement or such other agreement in respect thereof, will be subject to all of the terms, conditions and restrictions that were applicable rounded down to the Award or nearest whole Share, as determined by the Shares subject to such Award prior to such adjustment. Committee. View More
