Shares Subject to the Plan Clause Example with 83 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. 4.1 Subject to adjustment in accordance with Section 11, no more than 2,000,000 shares of Common Stock shall be available for the grant of Awards under the Plan (the "Total Share Reserve"). Any shares of Common Stock granted in connection with Options and Stock Appreciation Rights shall be counted against this limit as one (1) share for every one (1) Option or Stock Appreciation Right awarded. During the terms of the Awards, the Company shall keep available at all times the number of shares of C...ommon Stock required to satisfy such Awards. 4.2 Shares of Common Stock available for distribution under the Plan may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by the Company in any manner. 4.3 Subject to adjustment in accordance with Section 11, all of the shares of Common Stock may be issued in the aggregate pursuant to the exercise of Incentive Stock Options (the "ISO Limit"). 4.4 Any shares of Common Stock subject to an Award that expires or is canceled, forfeited, or terminated without issuance of the full number of shares of Common Stock to which the Award related will again be available for issuance under the Plan. Notwithstanding anything to the contrary contained herein: shares subject to an Award under the Plan shall not again be made available for issuance or delivery under the Plan if such shares are (a) shares tendered in payment of an Option, (b) shares delivered or withheld by the Company to satisfy any tax withholding obligation, or (c) shares covered by a stock-settled Stock Appreciation Right or other Awards that were not issued upon the settlement of the Award. 4.5 Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company or with which the Company combines ("Substitute Awards"). Substitute Awards shall not be counted against the Total Share Reserve; provided, that, Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as Incentive Stock Options shall be counted against the ISO limit. Subject to applicable stock exchange requirements, available shares under a shareholder-approved plan of an entity directly or indirectly acquired by the Company or with which the Company combines (as appropriately adjusted to reflect such acquisition or transaction) may be used for Awards under the Plan and shall not count toward the Total Share Limit.View More
Variations of a "Shares Subject to the Plan" Clause from Business Contracts
Shares Subject to the Plan. 4.1 Subject to adjustment in accordance with Section 11, no more than 2,000,000 shares a total of Common Stock 879,800 Ordinary Shares shall be available for the grant of Awards under the Plan (the "Total Share Reserve"). Any shares of Common Stock granted in connection with Options and Stock Appreciation Rights shall be counted against this limit as one (1) share for every one (1) Option or Stock Appreciation Right awarded. Plan. During the terms of the Awards, the Company shall keep available ...at all times the number of shares of Common Stock Ordinary Shares required to satisfy such Awards. 4.2 Ordinary Shares of Common Stock available for distribution under the Plan may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by the Company in any manner. 4.3 Subject to adjustment in accordance with Section 11, all of the shares of Common Stock may be issued in the aggregate pursuant to the exercise of Incentive Stock Options (the "ISO Limit"). 4.4 Any shares of Common Stock Ordinary Shares subject to an Award that expires or is canceled, forfeited, forfeited or terminated without issuance of the expires prior to exercise or realization, either in full number of shares of Common Stock to which the Award related will or in part, shall again be become available for issuance under the Plan. Notwithstanding anything to the contrary contained herein: herein, shares subject to an Award under the Plan shall not again be made available for issuance or delivery under the Plan if such shares are (a) shares tendered in payment of an Option, Option; (b) shares delivered or withheld by the Company to satisfy any tax withholding obligation, obligation; or (c) shares covered by a stock-settled Stock share-settled Share Appreciation Right or other Awards that were not issued upon the settlement of the Award. 4.5 Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company or with which the Company combines ("Substitute Awards"). Substitute Awards shall not be counted against the Total Share Reserve; provided, that, Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as Incentive Stock Options shall be counted against the ISO limit. Subject to applicable stock exchange requirements, available shares under a shareholder-approved plan of an entity directly or indirectly acquired by the Company or with which the Company combines (as appropriately adjusted to reflect such acquisition or transaction) may be used for Awards under the Plan and shall not count toward the Total Share Limit.View More
Shares Subject to the Plan. 4.1 Subject On and after the effective date of the Plan (as provided in Section 14.13), no awards may be granted under the Prior Plan. (b)If (i) any Shares subject to adjustment an Award are forfeited, an Award expires or otherwise terminates without issuance of Shares or otherwise does not result in accordance with Section 11, no more than 2,000,000 shares the issuance of Common Stock shall all or a portion of the Shares subject to such Award, then such Shares shall, to the extent of such forfe...iture, expiration, termination or non-issuance, be added to the Shares available for the grant of Awards under the Plan (the "Total Share Reserve"). Any shares or (ii) on and after the effective date of Common Stock granted the Plan, any Shares subject to an award under the Prior Plan are forfeited, an award under the Prior Plan expires or otherwise terminates without issuance of such Shares or otherwise does not result in connection the issuance of all or a portion of the Shares subject to such award, then such Shares shall, to the extent of such forfeiture, expiration, termination or non-issuance, be added to the Shares available for grant under the Plan. (c)The following Shares shall not be added to the Shares authorized for grant under paragraph (a) of this Section 3.1: (i) Shares tendered by the Participant or withheld by the Company in payment of the purchase price or to satisfy any tax withholding obligation with Options and Stock Appreciation Rights shall be counted against this limit as one (1) share for every one (1) respect to an Option or Stock Appreciation Right awarded. During or other Award, or on and after the effective date of the Plan, an option or stock appreciation right or other award under the Prior Plan; (ii) Shares subject to a Stock Appreciation Right or, on and after the effective date of the Plan, a stock appreciation right under the Prior Plan that are not issued in connection with its stock settlement on exercise thereof; and (iii) Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options or, on and after the effective date of the Plan, options under the Prior Plan. (d)Substitute Awards shall not reduce the Shares authorized for grant under the Plan or the applicable limitations on grants to a Participant under Section 11.5, nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the Plan as provided in paragraphs (b) and (c) above. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided in paragraphs (b) and (c) above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the Awards, pre-existing plan, absent the Company acquisition or combination, and shall keep available at all times the number only be made to individuals who were not Employees or Directors prior to such acquisition or combination. 3.2Character of shares of Common Stock required to satisfy such Awards. 4.2 Shares. Any Shares of Common Stock available for distribution under the Plan issued hereunder may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by purchased in the Company open market or otherwise. 3.3Limit on Awards to Directors. Notwithstanding any provision in the Plan to the contrary, the aggregate amount of all compensation granted to any manner. 4.3 Subject to adjustment Director during any fiscal year of the Company, including any Awards (based on grant date Fair Market Value computed as of the date of grant in accordance with Section 11, all applicable financial accounting rules) and any cash retainer or meeting fee paid or provided for service on the Board or any committee thereof, or any Award granted in lieu of the shares of Common Stock may be issued in the aggregate pursuant to the exercise of Incentive Stock Options (the "ISO Limit"). 4.4 Any shares of Common Stock subject to an Award that expires any such cash retainer or is canceled, forfeited, or terminated without issuance of the full number of shares of Common Stock to which the Award related will again be available for issuance under the Plan. Notwithstanding anything to the contrary contained herein: shares subject to an Award under the Plan meeting fee, shall not again be made available for issuance or delivery under the Plan if such shares are (a) shares tendered in payment of an Option, (b) shares delivered or withheld by the Company to satisfy any tax withholding obligation, or (c) shares covered by a stock-settled Stock Appreciation Right or other Awards that were not issued upon the settlement of the Award. 4.5 Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company or with which the Company combines ("Substitute Awards"). Substitute Awards shall not be counted against the Total Share Reserve; provided, that, Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as Incentive Stock Options shall be counted against the ISO limit. Subject to applicable stock exchange requirements, available shares under a shareholder-approved plan of an entity directly or indirectly acquired by the Company or with which the Company combines (as appropriately adjusted to reflect such acquisition or transaction) may be used for Awards under the Plan and shall not count toward the Total Share Limit. exceed Five Hundred Thousand Dollars ($500,000). View More
Shares Subject to the Plan. 4.1 (a) Subject to adjustment as provided in accordance with Section 11, no more than 2,000,000 shares 12.2 and this Section 3.1, the total number of Common Stock shall be available Shares authorized for the grant of Awards under the Plan shall be 9,100,000, reduced by the total number of Shares subject to any options or awards granted under the Prior Plans during the period commencing on January 1, 2014 and ending on the effective date of the Plan (the "Total Share Reserve"). "Pre-Effective Per...iod"). Any shares Shares that are subject to Awards of Common Stock granted in connection with Options and or Stock Appreciation Rights Rights, whether granted under the Prior Plans during the Pre-Effective Period or under the Plan shall be counted against this limit as one (1) share Share for every one (1) Share granted. Any Shares 3 that are subject to Awards other than Options or Stock Appreciation Rights awarded under the Prior Plans during the Pre-Effective Period shall be counted against this limit as one and 35 one-hundredths (1.35) Shares for every one (1) Share awarded. Any Shares that are subject to Awards other than Options or Stock Appreciation Rights awarded under the Plan after the effective date of the Plan shall be counted against this limit as two (2) Shares for every one (1) Share awarded. (b) If any Shares subject to an Award or to an award under the Prior Plans are forfeited, expire or otherwise terminate without issuance of such Shares, or any Award or award under the Prior Plans is settled for cash or otherwise does not result in the issuance of all or a portion of the Shares subject to such Award, the Shares shall, to the extent of such forfeiture, expiration, termination, cash settlement or non-issuance, again be available for Awards under the Plan, subject to Section 3.1(d) below. If any Shares subject to an Award are used to exercise Options, are not issued upon the settlement of a Stock Appreciation Right, or are withheld by the Company for income or employment taxes on exercise of an Option or Stock Appreciation Right awarded. During Right, the Shares shall not become available for grant under the Plan. (c) Substitute Awards shall not reduce the Shares authorized for grant under the Plan or authorized for grant to a Participant in any calendar year. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan; provided that Awards using such available shares shall only be made (i) until the last date that awards or grants could have been made under the terms of the Awards, pre-existing plan, absent the Company shall keep available at all times the number of shares of Common Stock required acquisition or combination, and (ii) to satisfy individuals who were not Employees or Directors prior to such Awards. 4.2 acquisition or combination. (d) Any Shares of Common Stock that again become available for distribution grant pursuant to this Article shall be added back (x) as one (1) Share if such Shares were subject to Options or Stock Appreciation Rights granted under the Prior Plans or the Plan, (y) as one and thirty-five one hundredths (1.35) Shares if such Shares were subject to Awards other than Options or Stock Appreciation Rights granted under Prior Plans that are forfeited, expire or otherwise terminate during the Pre-Effective Period or (z) as two (2) Shares if such Shares were subject to Awards other than Options or Stock Appreciation Rights granted under the Plan or the Prior Plans that are forfeited, expire or otherwise terminate on or after the effective date of the Plan. 3.2 Character of Shares. Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by the Company in any manner. 4.3 Subject to adjustment in accordance with Section 11, all of the shares of Common Stock may be issued purchased in the aggregate pursuant to the exercise of Incentive Stock Options (the "ISO Limit"). 4.4 Any shares of Common Stock subject to an Award that expires open market or is canceled, forfeited, or terminated without issuance of the full number of shares of Common Stock to which the Award related will again be available for issuance under the Plan. Notwithstanding anything to the contrary contained herein: shares subject to an Award under the Plan shall not again be made available for issuance or delivery under the Plan if such shares are (a) shares tendered in payment of an Option, (b) shares delivered or withheld by the Company to satisfy any tax withholding obligation, or (c) shares covered by a stock-settled Stock Appreciation Right or other Awards that were not issued upon the settlement of the Award. 4.5 Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company or with which the Company combines ("Substitute Awards"). Substitute Awards shall not be counted against the Total Share Reserve; provided, that, Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as Incentive Stock Options shall be counted against the ISO limit. Subject to applicable stock exchange requirements, available shares under a shareholder-approved plan of an entity directly or indirectly acquired by the Company or with which the Company combines (as appropriately adjusted to reflect such acquisition or transaction) may be used for Awards under the Plan and shall not count toward the Total Share Limit. otherwise. View More
Shares Subject to the Plan. 4.1 Subject to adjustment in accordance with Section 11, no 11 and 4.2 below, Shares authorized for Awards granted under the Plan on and after the Effective Date shall not exceed 1,291,000 shares, which is calculated as follows: (i) 1,000,000 new shares, plus (ii) 291,000 shares, which is the number of shares that remained available for grants under the 2011 Plan as of December 14, 2020. The number of shares set forth in clause (ii) above will be reduced by the number of shares subject to awards... granted under the 2011 Plan after December 14, 2020 and before the Effective Date. No more than 2,000,000 1,291,000 shares of Common Stock shall may be available for the grant of Awards under the Plan (the "Total Share Reserve"). Any shares of Common granted as Incentive Stock granted in connection with Options and Stock Appreciation Rights shall be counted against this limit as one (1) share for every one (1) Option or Stock Appreciation Right awarded. Options. During the terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Awards. 4.2 Shares of Common Stock available for distribution under the Plan may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by the Company in any manner. 4.3 Subject 4.2 If any shares subject to adjustment an Award granted under the Plan are forfeited, an Award granted under the Plan expires or otherwise terminates without issuance of shares, or an Award granted under the Plan is settled for cash (in whole or in part) or otherwise does not result in the issuance of all or a portion of the shares subject to such Award (except as described below with respect to stock settled Stock Appreciation Rights), such shares shall, to the extent of such forfeiture, expiration, termination, cash settlement or non-issuance, again be available for grant under the Plan in accordance with Section 11, all of the shares of Common Stock may be issued in the aggregate pursuant to the exercise of Incentive Stock Options (the "ISO Limit"). 4.4 Any shares of Common Stock subject to an Award that expires or is canceled, forfeited, or terminated without issuance of the full number of shares of Common Stock to which the Award related will again be available for issuance under the Plan. 4.3 below. Notwithstanding anything to the contrary contained herein: shares subject to an Award under the Plan shall not again be made available for issuance or delivery under the Plan if such shares are (a) shares tendered in payment of an Option, (b) shares delivered or withheld by the Company to satisfy any tax withholding obligation, or (c) shares covered by a stock-settled Stock Appreciation Right or other Awards that were not issued upon the settlement of the Award. 4.5 Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company or with which the Company combines ("Substitute Awards"). Substitute Awards shall not be counted against the Total Share Reserve; provided, that, Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as Incentive Stock Options shall be counted against the ISO limit. Subject to applicable stock exchange requirements, 4.3 Any shares that again become available shares under a shareholder-approved plan of an entity directly or indirectly acquired by the Company or with which the Company combines (as appropriately adjusted to reflect such acquisition or transaction) may be used for Awards under the Plan pursuant to this Section shall be added as one share for every one share subject to the Awards. 8 5. Eligibility. 5.1 Eligibility for Specific Awards. Incentive Stock Options may be granted only to Employees. Awards other than Incentive Stock Options may be granted to Employees, Consultants and Directors and those individuals whom the Committee determines are reasonably expected to become Employees, Consultants and Directors following the Grant Date. 5.2 Ten Percent Shareholders. A Ten Percent Shareholder shall not count toward be granted an Incentive Stock Option unless the Total Share Limit. Option Exercise Price is at least 110% of the Fair Market Value of the Common Stock at the Grant Date and the Option is not exercisable after the expiration of five years from the Grant Date. View More
Shares Subject to the Plan. 4.1 Subject to adjustment in accordance with Section 11, no more than 2,000,000 13, a total of 30,000,000 shares of Common Stock shall be available for with respect to the grant of Awards under the Plan (the "Total Share Reserve"). Any shares Plan, all of Common which may be granted as Incentive Stock granted in connection with Options and Stock Appreciation Rights shall be counted against this limit as one (1) share for every one (1) Option or Stock Appreciation Right awarded. Options. During t...he terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Awards. 4.2 Shares of Common Stock available for distribution under the Plan may consist, in whole or in part, of authorized and unissued shares, treasury shares, shares or shares previously issued and reacquired by the Company in any manner. or otherwise. 4.3 Subject to adjustment in accordance with Section 11, all of the shares of Common Stock may be issued in the aggregate pursuant to the exercise of Incentive Stock Options (the "ISO Limit"). 4.4 Any shares of Common Stock subject to an Award that expires or is canceled, forfeited, forfeited or terminated without issuance of the expires prior to exercise or realization, either in full number of shares of Common Stock to which the Award related will or in part, shall again be become available for issuance under the Plan. Notwithstanding anything to the contrary contained herein: In addition, shares of Common Stock subject to an Award under the Plan shall not also again be made available for issuance or delivery under the Plan if such shares are (a) shares tendered of Common Stock retained by the Company in payment of an Option, Option or (b) shares delivered or of Common Stock withheld by the Company to satisfy any tax withholding obligation, obligation. 4.4 If the Committee authorizes the assumption of awards pursuant to Section 3.2 or (c) Section 14.1 hereof, the assumption will reduce the number of shares covered by a stock-settled of Common Stock Appreciation Right or other available with respect to grant of Awards that were not issued upon the settlement of the Award. 4.5 Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding the same manner as if the assumed awards previously had been granted by an entity acquired by under the Company or with which the Company combines ("Substitute Awards"). Substitute Plan. 8 5. Eligibility. 5.1 Eligibility for Specific Awards. Incentive Stock Options may be granted to Employees only. Awards other than Incentive Stock Options may be granted to Employees, Consultants and Directors. 5.2 Ten Percent Stockholders. A Ten Percent Stockholder shall not be counted against the Total Share Reserve; provided, that, Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as granted an Incentive Stock Options shall be counted against Option unless the ISO limit. Subject to applicable stock exchange requirements, available shares under a shareholder-approved plan Option Exercise Price is at least 110% of an entity directly or indirectly acquired by the Company or with which Fair Market Value of the Company combines (as appropriately adjusted to reflect such acquisition or transaction) may be used for Awards under Common Stock at the Plan Grant Date and shall the Option is not count toward exercisable after the Total Share Limit. expiration of five years from the Grant Date. View More
Shares Subject to the Plan. 4.1 Subject to adjustment in accordance with Section 11, no more than 2,000,000 a total of 18,000,000 shares of Common Stock shall be available for the grant of Awards under the Plan (the "Total Share Reserve"). Any shares of Common Stock granted in connection with Options and Stock Appreciation Rights shall be counted against this limit as one (1) share for every one (1) Option or Stock Appreciation Right awarded. Plan. During the terms of the Awards, the Company shall keep available at all tim...es the number of shares of Common Stock required to satisfy such Awards. 4.2 Shares of Common Stock available for distribution under the Plan may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by the Company in any manner. treasury shares. 4.3 Subject to adjustment in accordance with Section 11, all of the shares of Common Stock may be issued in the aggregate pursuant to the exercise of Incentive Stock Options (the "ISO Limit"). 4.4 Any shares of Common Stock subject to an Award that expires or is canceled, forfeited, forfeited or terminated without issuance of the expires prior to exercise or realization, either in full number of shares of Common Stock to which the Award related will or in part, shall again be become available for issuance under the Plan. Notwithstanding anything to the contrary contained herein: shares subject to an Award under the Plan shall not again be made available for issuance or delivery under the Plan if such shares are (a) shares tendered in payment of an Option, Option or (b) shares delivered or withheld by the Company to satisfy any tax withholding obligation, obligation. 4.4 If the Committee authorizes the assumption of awards pursuant to Section 3.2 or (c) Section 12.1 hereof, the assumption will reduce the number of shares covered by a stock-settled Stock Appreciation Right or other Awards that were not issued upon the settlement of the Award. 4.5 Awards may, in the sole discretion of the Committee, be granted available for issuance under the Plan in assumption of, or in substitution for, outstanding the same manner as if the assumed awards previously had been granted by an entity acquired by under the Company or with which the Company combines ("Substitute Awards"). Substitute Plan. 8 5. Eligibility. 5.1 Eligibility for Specific Awards. Incentive Stock Options may be granted to Employees only. Awards other than Incentive Stock Options may be granted to Employees, Consultants and Directors. 5.2 Ten Percent Shareholders. A Ten Percent Shareholder shall not be counted against the Total Share Reserve; provided, that, Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as granted an Incentive Stock Options shall be counted against Option unless the ISO limit. Subject to applicable stock exchange requirements, available shares under a shareholder-approved plan Option Exercise Price is at least 110% of an entity directly or indirectly acquired by the Company or with which Fair Market Value of the Company combines (as appropriately adjusted to reflect such acquisition or transaction) may be used for Awards under Common Stock at the Plan Grant Date and shall the Option is not count toward exercisable after the Total Share Limit. expiration of five years from the Grant Date. View More
Shares Subject to the Plan. 4.1 Subject to adjustment as provided in accordance with Section 11, no more than 2,000,000 shares 13.2, the maximum number of Common Stock Shares authorized and available for grant under the Plan shall be equal to 14,541,477 Shares. 3.2 Lapsed Awards. If, after December 17, 2009, any Shares subject to an Award or to an award under the Prior Plans are forfeited or expire, or any Award or award under the Prior Plans is settled for cash, the Shares subject to such Award or to such award under the ...Prior Plans shall, to the extent of such forfeiture, expiration or cash settlement, again be available for the grant of Awards under the Plan (the "Total Share Reserve"). Any shares Plan. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added to the Shares authorized for grant under Section 3.1: (a) Shares tendered by the Participant or withheld by the Company in payment of Common Stock the purchase price of an Option or an option granted in connection under the Prior Plans, or to satisfy any tax withholding obligation with Options and Stock Appreciation Rights shall be counted against this limit as one (1) share for every one (1) respect to an Option or Stock Appreciation Right awarded. During or options or stock appreciation rights granted under the Prior Plans, and (b) Shares subject to a Stock Appreciation Right or stock appreciation right granted under the Prior Plans that are not issued in connection with its stock settlement on exercise thereof, and (c) Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options or options granted under the Prior Plans. 3.3 Substitute Awards. Substitute Awards may be issued under the Plan and such Substitute Awards shall not reduce the Shares authorized for grant under the Plan or the numerical limitations applicable to a Participant under Section 11.6, nor shall Shares subject to a Substitute Award again be available for Awards under the Plan to the extent of any forfeiture, expiration or cash settlement as provided in Section 3.2 above. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan; provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the Awards, pre-existing plan, absent the Company acquisition or combination, and shall keep available at all times the number only be made to individuals who were not Employees or Directors prior to such acquisition or combination. 3.4 Character of shares of Common Stock required to satisfy such Awards. 4.2 Shares. Any Shares of Common Stock available for distribution under the Plan issued hereunder may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by the Company in any manner. 4.3 Subject to adjustment in accordance with Section 11, all of the shares of Common Stock may be issued purchased in the aggregate pursuant to the exercise of Incentive Stock Options (the "ISO Limit"). 4.4 Any shares of Common Stock subject to an Award that expires open market or is canceled, forfeited, or terminated without issuance of the full number of shares of Common Stock to which the Award related will again be available for issuance under the Plan. Notwithstanding anything to the contrary contained herein: shares subject to an Award under the Plan shall not again be made available for issuance or delivery under the Plan if such shares are (a) shares tendered in payment of an Option, (b) shares delivered or withheld by the Company to satisfy any tax withholding obligation, or (c) shares covered by a stock-settled Stock Appreciation Right or other Awards that were not issued upon the settlement of the Award. 4.5 Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company or with which the Company combines ("Substitute Awards"). Substitute Awards shall not be counted against the Total Share Reserve; provided, that, Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as Incentive Stock Options shall be counted against the ISO limit. Subject to applicable stock exchange requirements, available shares under a shareholder-approved plan of an entity directly or indirectly acquired by the Company or with which the Company combines (as appropriately adjusted to reflect such acquisition or transaction) may be used for Awards under the Plan and shall not count toward the Total Share Limit. otherwise. View More
Shares Subject to the Plan. 4.1 Subject to adjustment in accordance with Section 11, no more than 2,000,000 shares the maximum aggregate number of Common Stock shall be Shares available for the grant of Awards under the Plan (the "Total Share Reserve"). Any shares of Common Stock granted in connection with Options and Stock Appreciation Rights shall be counted against this limit as one (1) share for every one (1) Option or Stock Appreciation Right awarded. is Two Million Shares (2,000,000 shares). During the terms of the A...wards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Awards. 4.2 Shares of Common Stock available for distribution under the Plan may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by the Company in any manner. shares. 4.3 Subject to adjustment in accordance with Section 11, all of the shares of Common Stock may be issued in the aggregate pursuant to the exercise of Incentive Stock Options (the "ISO Limit"). 4.4 Any shares of Common Stock subject to an Award that expires or is canceled, forfeited, forfeited or terminated without issuance of the expires prior to exercise or realization, either in full number of shares of Common Stock to which the Award related will or in part, shall again be become available for issuance under the Plan. Notwithstanding anything to the contrary contained herein: shares subject to an Award under the Plan shall not again be made available for issuance or delivery under the Plan if such shares are (a) shares tendered in payment of an Option, Option or (b) shares delivered or withheld by the Company to satisfy any tax withholding obligation, obligation. 7 4.4 If the Committee authorizes the assumption of awards pursuant to Section 3.2 or (c) Section 12.1 hereof, the assumption will reduce the number of shares covered by a stock-settled Stock Appreciation Right or other Awards that were not issued upon the settlement of the Award. 4.5 Awards may, in the sole discretion of the Committee, be granted available for issuance under the Plan in assumption of, or in substitution for, outstanding the same manner as if the assumed awards previously had been granted by an entity acquired by the Company or with which the Company combines ("Substitute Awards"). Substitute Awards shall not be counted against the Total Share Reserve; provided, that, Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as Incentive Stock Options shall be counted against the ISO limit. Subject to applicable stock exchange requirements, available shares under a shareholder-approved plan of an entity directly or indirectly acquired by the Company or with which the Company combines (as appropriately adjusted to reflect such acquisition or transaction) may be used for Awards under the Plan and shall not count toward the Total Share Limit. Plan. View More
Shares Subject to the Plan. 4.1 Subject to adjustment in accordance with Section 11, no Sections 11 and 4.2(b) below, shares authorized for Awards granted under the Plan on and after the Effective Date shall not exceed 1,000,000 shares. In addition, and subject to adjustment as provided in Sections 12.2 and 3.1(b) below, shares subject to outstanding grants under the Prior Plan that terminate, expire or are canceled, forfeited, exchanged or surrendered without having been exercised, vested or paid in shares under the Prior... Plan after the Effective Date shall be added to the share reserve under the Plan. No more than 2,000,000 1,000,000 shares of Common Stock shall may be available for the grant of Awards under the Plan (the "Total Share Reserve"). granted as Incentive Stock Options. Any shares of Common Stock granted in connection with Options and Stock Appreciation Rights Awards shall be counted against this limit as one (1) share for every one (1) Option or Stock Appreciation Right awarded. on a one-for-one basis. During the terms of the Awards, the Company shall keep available reserve at all times the number of shares of Common Stock required to satisfy such Awards. 4.2 Shares of Common Stock available for distribution under the Plan may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by the Company in any manner. 4.3 Subject 4.2 If (i) any shares subject to adjustment an Award granted under the Plan are forfeited, an Award granted under the Plan expires or otherwise terminates without issuance of shares, or an Award granted under the Plan is settled for cash (in whole or in part) or otherwise does not result in the issuance of all or a portion of the shares subject to such Award (except as described below with respect to stock settled Stock Appreciation Rights), such shares shall, to the extent of such forfeiture, expiration, termination, cash settlement or non-issuance, again be available for grant under the Plan in accordance with Section 11, 4.3 below and (ii) after the Effective Date, any shares subject to an award granted under the Prior Plan are forfeited, an award granted under the Prior Plan expires or otherwise terminates without issuance of such shares, or an award granted under the Prior Plan is settled for cash (in whole or in part), or otherwise does not result in the issuance of all or a portion of the shares of Common Stock may be issued subject to such award, then in each such case the aggregate pursuant shares subject to the exercise award under the Prior Plan shall, to the extent of Incentive Stock Options (the "ISO Limit"). 4.4 Any shares of Common Stock subject to an Award that expires such forfeiture, expiration, termination, cash settlement or is canceled, forfeited, or terminated without issuance of the full number of shares of Common Stock to which the Award related will non-issuance, again be available for issuance grant under the Plan. Plan in accordance with Section 4.3 below. Notwithstanding anything to the contrary contained herein: shares subject to an Award under the Plan shall not again be made available for issuance or delivery under the Plan if such shares are (a) shares tendered in payment of an Option, (b) shares delivered or withheld by the Company to satisfy any tax withholding obligation, or (c) shares covered by a stock-settled Stock Appreciation Right or other Awards that were not issued upon the settlement of the Award. 4.5 Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company or with which the Company combines ("Substitute Awards"). Substitute Awards shall not be counted against the Total Share Reserve; provided, that, Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as Incentive Stock Options shall be counted against the ISO limit. Subject to applicable stock exchange requirements, 7 4.3 Any shares that again become available shares under a shareholder-approved plan of an entity directly or indirectly acquired by the Company or with which the Company combines (as appropriately adjusted to reflect such acquisition or transaction) may be used for Awards under the Plan and pursuant to this Section shall be added as one share for every one share subject to the Awards granted under the Plan or the awards granted under any Prior Plan. 4.4 The maximum grant date value of shares subject to Awards granted to any Director during any calendar year, taken together with any cash fees payable to such Director for services rendered during such calendar year, shall not count toward exceed $150,000 in total value. For purposes of this limit, the Total Share Limit. value of such Awards shall be calculated based on the grant date fair value of such Awards for financial reporting purposes. View More
Shares Subject to the Plan. 4.1 Subject to adjustment in accordance with Section 11, no more than 2,000,000 a total of 5,650,000 shares of Common Stock, plus an additional number of shares of Common Stock equal, after giving effect to any reverse stock split to be effected in connection with the Company's initial public offering of Common Stock, to 800,000 shares of Common Stock (such addition of 800,000 post-reverse-split shares of Common Stock to be effective upon, but only upon, the close of business on the closing date... of the Company's initial public offering of Common Stock), plus the sum of all Annual Increases since the Effective Date, shall be available for the grant of Awards under the Plan (the "Total Share Reserve"). Any Plan; provided that, no more than 5,500,000 shares of Common Stock may be granted in connection with Options and as Incentive Stock Appreciation Rights shall be counted against this limit as one (1) share for every one (1) Option or Stock Appreciation Right awarded. Options. During the terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Awards. 4.2 Shares of Common Stock available for distribution under the Plan may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by the Company in any manner. 4.3 Subject to adjustment in accordance with Section 11, all of the no Participant shall be granted, during any one year period, Options to purchase Common Stock and Stock Appreciation Rights with respect to more than 5,000,000 shares of Common Stock may be issued in the aggregate pursuant or any other Awards with respect to more than 500,000 shares of Common Stock in the exercise aggregate. If an Award is to be settled in cash, the number of Incentive shares of Common Stock Options (the "ISO Limit"). on which the Award is based shall count toward the individual share limit set forth in this Section 4. 12 4.4 Any shares of Common Stock subject to an Award that expires or is canceled, forfeited, forfeited or terminated without issuance of the expires before exercise or realization, either in full number of shares of Common Stock or in part, shall to which the Award related will that extent again be become available for issuance under the Plan. (For this purpose, repurchase of Restrict Stock at a nominal repurchase price is deemed a forfeiture.) Notwithstanding anything to the contrary contained herein: shares subject to an Award under the Plan shall not again be made available for issuance or delivery under the Plan if such shares are (a) shares tendered tendered, or used to effect a "net exercise," in payment of an Option, Option exercise price requirement, (b) shares delivered to or withheld by the Company to satisfy any tax withholding obligation, or (c) shares covered by a stock-settled Stock Appreciation Right or other Awards that were not issued upon the settlement of the Award. 4.5 Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company or with which the Company combines ("Substitute Awards"). Substitute Awards shall not be counted against the Total Share Reserve; provided, that, Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as Incentive Stock Options shall be counted against the ISO limit. Subject to applicable stock exchange requirements, available shares under a shareholder-approved plan of an entity directly or indirectly acquired by the Company or with which the Company combines (as appropriately adjusted to reflect such acquisition or transaction) may be used for Awards under the Plan and shall not count toward the Total Share Limit.View More
