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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 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 7,000,000 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 Dat...e, (b) (i) shares that are subject to stock options or other awards granted under the Prior Company's 2002 Stock Plan (the "Prior Plan") that cease to be subject to such stock options or other awards by forfeiture or otherwise after the Effective Date, (c) (ii) 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) (iii) shares issued under the Prior Plan that are repurchased by the Company at the original issue price and (e) (iv) 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. Subject to Sections 2.2 and 11 hereof, Shares subject to Awards, and Shares issued under the Plan under Awards that are cancelled, forfeited, settled in cash 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 the original issue price; (c) are subject pursuant to Awards granted under this Plan that otherwise terminate without a forfeiture provision, right of repurchase or right of first refusal, 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 70,000,000 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 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. 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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Bloom Energy Corp 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 Fifty Million (50,000,000) Shares plus (a) any reserved authorized shares not issued or subject to outstanding grants under the Company's 2015 Stock 2008 Equity Incentive Plan... (the "Prior Plan") on the Effective Date, Date (as defined in Section 13.1 hereof); (b) shares that are subject to issuance pursuant to an option or restricted stock options or other awards granted unit under the Prior Plan that but cease to be subject to such award for any reason other than exercise of an option or settlement of a restricted stock options or other awards by forfeiture or otherwise unit after the Effective Date, including because such option or restricted stock unit expires or is cancelled, forfeited, or terminated; (c) shares that were previously issued under the Prior Plan before or which are reacquired by the Company after the Effective Date pursuant to a forfeiture provision, right of first refusal, or repurchase by the exercise of stock options that are, after the Effective Date, forfeited, Company; (d) shares issued that are subject to issuance pursuant to an award under the Prior Plan that are repurchased by to the Company at extent such award is settled in cash after the original issue price Effective Date; and (e) shares that are subject to stock options or other awards issuance pursuant to an award under the Prior Plan that to the extent such shares are used to pay withheld by the Company in payment of the purchase price of restricted stock, the exercise price of an option or withheld to satisfy the tax withholding obligations related after the Effective Date. Subject to any award. 2.2. Lapsed, Returned Awards. Sections 2.2 and 11 hereof, (A) in the event that 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 upon exercise of the first ten (10) calendar years during ISOs (as defined in Section 4 hereof) exceed One Hundred Million (100,000,000) 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. (the "ISO Limit"). Airbnb, Inc. 1 2018 Equity Incentive Plan 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 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 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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Airbnb, 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 will consist of the date of adoption of the Plan by the Board, is 1,850,000 Shares, plus (a) any reserved authorized shares not issued or subject to outstanding grants under the Company's 2015 2000 Stock Incentive Plan (the "Prior Plan") on the Effective... Date, Date (as defined in Section 13.2); (b) shares that are subject to stock options or other awards issuance upon exercise of an option granted under the Prior Plan that but cease to be subject to such stock options or option for any reason other awards by forfeiture or otherwise after the Effective Date, than exercise of such option; and (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 or forfeited. Subject to 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.
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MODEL N, 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 2,134,848 Shares, plus which number includes (a) any reserved authorized shares not issued or subject to outstanding grants under the Company's 2015 2008 Stock Incentive Plan (the "Pr...ior 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 4,269,696 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 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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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 Stock 2010 Equity Incentive Plan (the "Prior Plan") on the Effecti...ve 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 459,702,860 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 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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Turo Inc. contract
Shares Subject to the Plan. 2.1. 2.1 Number of Shares Available. Subject to Section 2.4, Section 2.6 Sections 2.5 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, 7,176,850 Shares plus (a) (i) any reserved shares not issued or subject to outstanding grants under the Company's 2015 Stock 2007 Equity Incentive Plan (the "Prior 2007 Plan") on the Eff...ective Date, (b) Date (as defined below) up to a maximum of 400,000 Shares, (ii) any reserved shares not issued or subject to outstanding grants under the Company's 2008 Employment Inducement Award Plan (the "Prior 2008 Plan") on the Effective Date up to a maximum of 2,300,000 Shares, (iii) shares that are subject to stock options or other awards granted under the Prior 2007 Plan or 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) Date for any reason after the exercise of an option or SAR; (iv) shares issued under the Prior 2007 Plan or the Prior 2008 Plan before or after the Effective Date pursuant to the exercise of stock options that are, that, after the Effective Date, forfeited, (d) shares issued under the Prior Plan that Date are forfeited or repurchased by the Company at the original issue price price; and (e) shares that (v) are subject to stock options or other awards Awards granted under the Prior 2007 Plan or the Prior 2008 Plan that are used otherwise terminate without Shares being issued. Any Award shall reduce the number of Shares available for issuance under this Plan at the rate of one (1) for one (1) if such Shares were subject to pay an Option or SAR and at the exercise price rate of one and three quarters (1.75) for one (1) if subject to an option Award other than an Option or withheld to satisfy the tax withholding obligations related to any award. 2.2. SAR. 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. The following Shares may not again be made available for future grant and issuance as Awards under the Plan: (i) Shares that are withheld to pay the exercise or purchase price of an Award or to satisfy any tax withholding obligations in connection with an Award, (ii) Shares not issued or delivered as a result of the net settlement of an outstanding Option or SAR or (iii) shares of the Company's Common Stock repurchased on the open market with the proceeds of an Option exercise price. To the extent an that a Performance Award under in the Plan is paid out in cash rather than Shares, form of a Performance Unit has been made, such cash payment Award will not result in reducing reduce the number of Shares available for issuance under the Plan. To the extent that any Award is forfeited, repurchased or terminates without Shares used being issued, Shares may again be available for issuance under this Plan at the rate of one (1) for one (1) if such shares were subject to pay an Option or SAR and at the exercise price rate of an Award or withheld to satisfy the tax withholding obligations related one and three quarters (1.75) for one (1) if subject to an Award will become available for future grant other than an Option 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. SAR. 2.3 Minimum Share Reserve. At all times the Company will shall reserve and keep available a sufficient number of Shares as will shall 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. 2.4 Limitations. No more than 5,550,000 20,000,000 Shares shall be issued pursuant to the exercise of ISOs (as defined below) under the Plan. 2.6. ISOs. 2.5 Adjustment of Shares. If the number of outstanding Shares is changed by a an extraordinary cash dividend, 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, 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, Sections 2.1 or 2.2, (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 Awards, (d) the maximum number and class of Shares that may be issued as ISOs set forth in Section 2.5 will 2.4, (e) the maximum number of Shares that may be issued to an individual or to a new Employee in any one calendar year set forth in Section 3 and (f) the number of Shares that are granted as Awards to Non-Employee Directors as set forth in Section 12, shall 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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IMMERSION CORP 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 hereof, 19, 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 forty-five million (45,000,000) Shares. Subject to outstanding grants under the Company's 2015 Stock Incentive Plan (the "P...rior 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 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. 19, 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: that: (a) are subject to issuance upon exercise of an Option or SAR granted under this Plan but which cease to be subject to the such Option or SAR for any reason other than exercise of the Option or SAR; such Option; (b) are subject to Awards an Award granted under this Plan that hereunder but are forfeited or are repurchased by the Company at the original issue price; or (c) are subject to an Award that otherwise terminates without Shares being issued will again be available for grant and issuance in connection with future Awards under this Plan. The following Shares may not again be made available for future grant and issuance as Awards under the Plan: (i) Shares that are withheld to pay the Exercise or Purchase Price of an Award or to satisfy any tax withholding obligations in connection with an Award, (ii) Shares not issued or delivered as a result of the net settlement of an outstanding Option or SAR or (iii) shares of the Company's Common Stock repurchased on the open market with the proceeds of an Option Exercise Price. At all times the Company shall reserve and keep available a sufficient number of Shares as shall be required to satisfy the requirements of all outstanding Awards granted under this Plan Plan. 2.2 Adjustment of Shares. In the event that otherwise terminate the number of outstanding Shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company without such Shares being issued; consideration or (d) are surrendered pursuant to an Exchange Program. To there is a change in the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing corporate structure (including, without limitation, a spin-off), then (a) the number of Shares available reserved for issuance and future grant under the Plan. Plan set forth in Section 2.1, (b) the Exercise Prices of and number of Shares used subject to pay outstanding Options and SARS, (c) the exercise price maximum number of an Award Shares that may be issued as ISOs set forth Section 5.8, (d) the number of Shares that may be granted pursuant to Section 3 below, (e) the Purchase Price and number of Shares subject to other outstanding Awards (other than Options and SARs which are provided for in (b) above), and (f) the number of Shares that are granted as Awards to Non-Employee Directors as set forth in Section 6 will be proportionately adjusted, subject to any required action by the Board or withheld the stockholders of the Company and compliance with applicable securities laws; provided, however, that fractions of a Share will not be issued but will be rounded down to satisfy the tax withholding obligations related nearest whole Share, and may be replaced by a cash payment equal to an Award will become available for future grant or sale under the Plan. Fair Market Value of such fraction of a Share, as determined by the Committee. 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 assumption and 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. 19.3.
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NortonLifeLock contract
Shares Subject to the Plan. 2.1. 2.1 Number of Shares Available. Subject to Section 2.4, Section 2.6 and Section 21 2.3 and any other applicable provisions hereof, the total number of Shares reserved and available for grant and issuance pursuant to this Plan is the aggregate of (1) 600,000 Shares reserved as of the date of adoption Effective Date of the Plan by the Board, is 1,850,000 Shares, Plan, (2) an additional 819,245 Shares reserved as of December 28, 2009, (3) an additional 1,050,000 Shares reserved as of August 1,... 2011 and (4) an additional 300,000 Shares reserved as of November 13, 2012, 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 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, upon exercise of Awards, will again be available for grant and issuance in connection with subsequent Awards under this Plan to the extent such Shares: (a) (i) 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) Option; (ii) are subject to Awards granted under this Plan that are forfeited or are repurchased by the Company at the original issue price; (c) (iii) are surrendered pursuant to an Exchange Program; or (iv) are subject to Awards granted under this Plan that otherwise terminate without such Shares being issued; issued. Shares used to pay the exercise price of an Award or (d) are surrendered pursuant to satisfy the tax withholding obligations related to an Exchange Program. Award will become available for future grant or sale under the Plan. 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 shall reserve and keep available a sufficient number of Shares as will shall be required to satisfy the requirements of all outstanding Awards granted under this Plan and all other outstanding but unvested 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. 2.3 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 reclassification 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, 2.1 and (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 Awards, shall 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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GLU MOBILE INC contract
Shares Subject to the Plan. 2.1. 2.1 Number of Shares Available. Subject to Section 2.4, Section 2.6 and Section 21 2.5 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 this Plan by the Board, is 1,850,000 Shares, 1,000,000 Shares plus (a) any reserved shares not issued or subject to outstanding grants under the Company's 2015 2003 Stock Incentive Plan (the (together with any subplans and addenda adop...ted thereunder, 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, Date (other than by exercise), (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, and (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. price. 2.2 Lapsed, Returned Awards. Shares subject to Awards, and Shares issued under the this 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 this 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 this 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 this 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. 2.3 Minimum Share Reserve. At all times the Company will shall reserve and keep available a sufficient number of Shares as will shall 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. 2.4 Limitations. No more than 5,550,000 20,000,000 Shares shall be issued pursuant to the exercise of ISOs (as defined below) under the Plan. 2.6. ISOs. 2.5 Adjustment of Shares. If the number of outstanding Shares is changed by a stock dividend, an extraordinary dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), dividend, recapitalization, spin-off, stock split, reverse stock split, subdivision, combination, consolidation, reclassification, spin-off reclassification 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 this 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 Awards, (d) the maximum number and class of Shares shares that may be issued as ISOs set forth in Section 2.5 will 2.4, (e) the maximum number of Shares that may be issued to an individual or to a new Employee in any one calendar year set forth in Section 3 and (f) the number of Shares that are granted as Awards to Non-Employee Directors as set forth in Section 12, shall 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 1 3. ELIGIBILITY. ISOs may be granted only to Employees. All other Awards may be granted to Employees, Consultants, Directors and Non-Employee Directors of an adjustment the Company or any Parent or Subsidiary of the Company; provided such Consultants, Directors and NonâEmployee Directors render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction. No Participant will be eligible to receive or be granted more than 500,000 Shares in any calendar year under this Plan 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 grant 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 Awards except that new Employees of the terms, conditions Company or of a Parent or Subsidiary of the Company (including new Employees who are also officers and restrictions that were applicable directors of the Company or any Parent or Subsidiary of the Company) are eligible to receive or be granted up to a maximum of 1,000,000 Shares in the Award or the Shares subject to such Award prior to such adjustment. calendar year in which they commence their employment.
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IMPERVA INC contract
Shares Subject to the Plan. 2.1. 2.1 Number of Shares Available. Subject to Section 2.4, Section 2.6 and Section 21 2.3 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 sto...ck 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. 600,000 Shares subject to Awards, Awards and Shares issued under the this 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; Option; (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 used to pay the exercise price of an Exchange Program. Award or to satisfy applicable tax withholding obligations with respect to all types of Awards. 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 and all other outstanding but unvested 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. 2.3 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 reclassification 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, 2.1 and (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 Awards, 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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Energous Corp contract
