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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.
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GRAYBUG VISION, INC. contract
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 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 12,637,251. 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 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 and restrictions that were applicable to the Award or the Shares subject to such Award prior to such adjustment. Shares.
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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 will be (a) any reserved authorized shares not issued or subject to outstanding grants under the Company's 2015 2011 Stock Incentive Plan (the "Prior Plan") on the Effective Date..., Date (as defined in Section 13.1 hereof); (b) shares that are subject to stock options or other awards granted issuance under the Prior Plan that but 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 award for any reason other than exercise of an option after the Option or SAR; (b) are subject to Awards granted Effective Date; and (c) shares that were issued under this the New Plan that are forfeited or which are repurchased by the Company at or which are forfeited or used to pay withholding obligations or pay the original issue price; (c) are subject exercise price of an Option. Subject to Awards granted under this Plan Sections 2.2 and 11 hereof, (A) in the event that otherwise terminate without such Shares being issued; or (d) are surrendered pursuant to an Exchange Program. To the extent an Award previously issued under the Plan is paid out in cash rather than Shares, are reacquired by the Company pursuant to a forfeiture provision, right of first refusal, or repurchase by the Company, such cash payment will not result in reducing Shares shall be added to the number of Shares then available for 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 (C) in the event that an outstanding Option, Restricted Stock Unit or SAR for any reason expires or is cancelled, forfeited or terminated, the Shares allocable to the unexercised or unsettled portion of such Option, Restricted Stock Unit or 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 4,000,000 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 or other 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. 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.
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Samba TV, Inc. contract
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 400,000 Shares. Subject to Sections 2.2 and 11 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 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 4,000,000 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.
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Audentes Therapeutics, Inc. contract
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, will be 10,420,296 Shares plus (a) any reserved authorized shares not issued or subject to outstanding grants under the Company's 2015 2016 Stock Incentive Plan (the "Prior Plan") on ...the Effective Date, Date (as defined in Section 13.1 hereof); (b) shares that are subject to stock options or other awards granted issuance under the Prior Plan that but 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 award for any reason other than exercise of an option after the Option or SAR; (b) are subject to Awards granted Effective Date; and (c) shares that were issued under this the Prior Plan that are forfeited or which are repurchased by the Company at or which are forfeited or used to pay withholding obligations or pay the original issue price; (c) are subject exercise price of an Option. Subject to Awards granted under this Plan Sections 2.2 and 11 hereof, (A) in the event that otherwise terminate without such Shares being issued; or (d) are surrendered pursuant to an Exchange Program. To the extent an Award previously issued under the Plan is paid out in cash rather than Shares, are reacquired by the Company pursuant to a forfeiture provision, right of first refusal, or repurchase by the Company, such cash payment will not result in reducing Shares shall be added to the number of Shares then available for 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 (C) in the event that an outstanding Option, Restricted Stock Unit or SAR for any reason expires or is cancelled, forfeited or terminated, the Shares allocable to the unexercised or unsettled portion of such Option, Restricted Stock Unit or 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 20,840,592 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 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) 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 or other 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. 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.
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Prelude Therapeutics Inc contract
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 120,712,797 Shares. Subject to Sections 2.2 and 11 hereof, Shares subject to outstanding grants under the Company's 2015 Stock Incen...tive 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 Notwithstanding any other provisions 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 this paragraph, in all cases shares reserved and available for grant and issuance because pursuant to this paragraph shall be issuable as shares of the provisions Company's Class B Common Stock regardless of this Section 2.2 shall not include Shares subject to Awards that initially became available because any applicable prior status as a different series or class of the substitution clause in Section 21.2 hereof. 2.3. Minimum Share Reserve. Company stock. 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 241,425,594 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) two (2) 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 Class B 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 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.
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Samsara Inc. contract
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 21,460,015 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 and restrictions that were applicable to the Award or the Shares subject to such Award prior to such adjustment. Shares.
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Couchbase, Inc. contract
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 the date of adoption of the Plan by the Board, is 1,850,000 Shares, sum of: (a) 20,298,730 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 options or other awards granted issuance under the Prior Company's 2006 Equity Incentive Plan that (the "Prior Plan") but cease to be subject to such stock options or an award for any reason other awards by forfeiture or otherwise than exercise of an Option after the Effective Date, date hereof; plus (c) shares that were 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 which are repurchased by the Company at the original issue price and (e) shares that or which are subject to stock options forfeited or other awards under the Prior Plan that are used to pay withholding obligations or pay the exercise price of an option or withheld Option. Subject to satisfy the tax withholding obligations related to any award. 2.2. Lapsed, Returned Awards. Sections 2.2 and 11 hereof, Shares subject to Awards, and Shares issued under Awards that are cancelled, forfeited, settled in cash, used to pay withholding obligations or pay the Plan under exercise price of an Option or that expire by their terms at 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 Fifty Three Million One Hundred Thirty One Thousand One Hundred Thirty Eight (53,131,138) 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) two (2) 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 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 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 1 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 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.
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Bill.com Holdings, Inc. contract
Shares Subject to the Plan. 2.1. 2.1 Number of Shares Available. Subject to Section 2.4, Section 2.6 Sections 2.3 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 equal to the date of adoption of sum (a) 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 2008 Equity Incentive Plan (the "Prior Plan") on the E...ffective Date, Date (as defined in Section 13.1 hereof), (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 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, Any shares of the Company's Class B Common Stock recycled from the Prior Plan into this Plan pursuant to this Section 2.1 shall be issuable hereunder as the Company's Class A Common Stock. 2.2 Lapse, Returned Awards. Subject to Sections 2.3 and 11 hereof, Shares subject to Awards, and Shares issued under Awards that are cancelled, forfeited, settled in cash, used to pay withholding obligations or pay the Plan under exercise price of an Option or that expire by their terms at any Award, time 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 Two Hundred Million (200,000,000) Shares (adjusted in proportion to any adjustments under Section 2.3 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. (the "ISO Limit"). 2.3 Adjustment of Shares. If In the event that the number of outstanding Shares shares of 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 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 (as defined in Section 4 hereof) 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 Parent or Subsidiary or limit in any way the right of the Company or any Parent or Subsidiary to such adjustment. terminate Participant's employment or other relationship at any time, with or without Cause.
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DROPBOX, INC. contract
Shares Subject to the Plan. 2.1. 2.1 Number of Shares Available. Subject to Section 2.4, Section 2.6 Sections 2.3 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 equal to the date of adoption of sum (a) 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 2008 Equity Incentive Plan (the "Prior Plan") on the E...ffective Date, Date (as defined in Section 13.1 hereof), (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 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, Any shares of the Company's Class B Common Stock recycled from the Prior Plan into this Plan pursuant to this Section 2.1 shall be issuable hereunder as the Company's Class A Common Stock. 2.2 Lapse, Returned Awards. Subject to Sections 2.3 and 11 hereof, Shares subject to Awards, and Shares issued under Awards that are cancelled, forfeited, settled in cash, used to pay withholding obligations or pay the Plan under exercise price of an Option or that expire by their terms at any Award, time 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 Three Hundred Million (300,000,000) Shares (adjusted in proportion to any adjustments under Section 2.3 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. (the "ISO Limit"). 2.3 Adjustment of Shares. If In the event that the number of outstanding Shares shares of 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 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 (as defined in Section 4 hereof) 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 Parent or Subsidiary or limit in any way the right of the Company or any Parent or Subsidiary to such adjustment. terminate Participant's employment or other relationship at any time, with or without Cause.
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DROPBOX, INC. contract
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 will be 11,111,785 Shares, plus (a) which includes any reserved authorized shares not issued or subject to outstanding grants under the Company's 2015 2002 Stock Incentive Option Plan (the "P...rior Plan") on the Effective Date, (b) Date (as defined in Section 13.1 hereof); plus (a) shares that are subject to stock options or other awards granted issuance under the Prior Plan that but cease to be subject to such stock options or an award for any reason other awards by forfeiture or otherwise than exercise of an option after the Effective Date, (c) Date (maximum of 7,242,621 shares); and (b) shares that were 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 which are repurchased by the Company at the original issue price and (e) shares that or which are subject to stock options forfeited or other awards under the Prior Plan that are used to pay withholding obligations or pay the exercise price of an option or withheld (all not to satisfy the tax withholding obligations related exceed 18,354,406 shares). Subject to any award. 2.2. Lapsed, Returned Awards. Sections 2.2 and 11 hereof, Shares subject to Awards, and Shares issued under Awards that are cancelled, forfeited, settled in cash, used to pay withholding obligations or pay the Plan under exercise price of an Option or that expire by their terms at 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 any 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 185,000,000 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.
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Corium International, Inc. contract
