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, 14, no more than 2,000,000 4,500,000 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 times the n...umber of shares of Common Stock required to satisfy such Awards. 9 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
Shares Subject to the Plan. 4.1 4.1. Subject to adjustment in accordance with Section 11, no more than 2,000,000 a total of 500,000 shares of Common Stock shall be available for the grant of Awards under the Plan (the "Total Share Reserve"). Plan. 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. Any shares of Common Stock granted in connection with Awards other than O...ptions and Stock Appreciation Rights shall be counted against this limit as two (2) shares of Common Stock for every one (1) share of Common Stock granted in connection with such Award. 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 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 4.3. 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. Any shares of Common Stock that again become available for future grants pursuant to this Section 4.3 shall be added back as one (1) share if such shares were subject to Options or Stock Appreciation Rights and as two (2) shares if such shares were subject to other Awards. 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, 9 5. Eligibility. 5.1. Eligibility for Specific Awards. Incentive Stock Options may be granted under only to Employees. Awards other than Incentive Stock Options may be granted to Employees, Consultants and Directors and those individuals whom the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by Committee determines are reasonably expected to become Employees, Consultants and Directors following the Company or with which the Company combines ("Substitute Awards"). Substitute Awards Grant Date. 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 33,300,000 shares of Common Stock less any outstanding awards 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 term of the Awards, the Compan...y 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 SARs 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 5,000,000 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. 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, (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 SAR 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 to adjustment in accordance with Section 11, no more than 2,000,000 a total of 5,000,000 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 term 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 SARs with respect to more than 500,000 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. 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, (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 SAR 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 to adjustment in accordance with Section 11, no more than 2,000,000 a total of 1,050,000 shares of Common Stock shall be available for the grant of Awards under the Plan (the "Total Share Reserve"). Plan, all of which may, in the Committee's discretion, be granted as Incentive Stock Options. 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 Rig...ht awarded. Any shares of Common Stock granted in connection with Awards other than Options and Stock Appreciation Rights shall be counted against this limit as two (2) shares of Common Stock for every one share of Common Stock granted in connection with such Award. 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 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 (1) year period, Options to purchase Common Stock and Stock Appreciation Rights with respect to more than 30,000 shares of Common Stock may be issued in the aggregate pursuant or any other Awards with respect to more than 30,000 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 not count toward the individual share limit set forth in this Section 4.3. 4.4 Any shares of Common Stock subject to an Award that is cancelled, forfeited or expires prior to exercise or is canceled, forfeited, realization, either in full or terminated without issuance of the full number of shares of Common Stock to which the Award related will in part, shall again be become available for issuance under the Plan. Any shares of Common Stock that again become available for future grants pursuant to this Section 4.4 shall be added back as one share if such shares were subject to Options or Stock Appreciation Rights and as two (2) shares if such shares were subject to other Awards. 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 Appreciation Right or other Awards that were not issued upon the settlement of the Award. 4.5 If required by the Sarbanes-Oxley Act of 2002 and/or by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, each Participant's Award shall be conditioned on repayment or forfeiture in accordance with law. In addition, the Committee may establish such conditions for repayment or forfeiture of Awards may, in as the sole discretion of Committee or the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted Board may adopt by an entity acquired by policy for the Company or any Affiliate and in accordance 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, any requirements of state 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 federal banking and shall not count toward the Total Share Limit. securities laws and regulatory agencies. 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 50,000,000 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 term of the Awards, the Company shall keep available at al...l 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 SARs with respect to more than 2,500,000 shares of Common Stock may be issued in the aggregate pursuant or any other Awards with respect to more than 5,000,000 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. 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, (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 SAR 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 to adjustment in accordance with Section 11, no more than 2,000,000 a total of 11,000,000 shares of Common Stock shall be available for the grant of Awards under the Plan (the "Total Share Reserve"). Plan. 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. Any shares of Common Stock granted in connection with Awards other than Opt...ions and Stock Appreciation Rights shall be counted against this limit as two (2) shares of Common Stock for every one (1) share of Common Stock granted in connection with such Award. 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. 8 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 a calendar year, Options to purchase Common Stock and Stock Appreciation Rights with respect to more than 1,000,000 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"). 4.4 on which the Award is based shall not count toward the individual share limit set forth in this Section 4. 4.3 Any shares of Common Stock subject to an Award that is cancelled, forfeited or expires prior to exercise or is canceled, forfeited, realization, either in full or terminated without issuance of the full number of shares of Common Stock to which the Award related will in part, shall again be become available for issuance under the Plan. Any shares of Common Stock that again become available for future grants pursuant to this Section shall be added back as one share if such shares were subject to Options or Stock Appreciation Rights and as two (2) shares if such shares were subject to other Awards. 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
Shares Subject to the Plan. 4.1 Subject to adjustment in accordance with Section 11, no more than 2,000,000 a total of three million (3,000,000) shares of Common Stock shall be available for the grant of Awards under the Plan (the "Total Share Reserve"). Plan. 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. Any shares of Common Stock granted in connection with Awards... other than Options and Stock Appreciation Rights shall be counted against this limit as two (2) shares of Common Stock for every one (1) share of Common Stock granted in connection with such Award. 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. 12 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 (1) year period, Options to purchase Common Stock and Stock Appreciation Rights with respect to more than two hundred fifty thousand (250,000) shares of Common Stock may be issued in the aggregate pursuant or any other Awards with respect to more than two hundred fifty thousand (250,000) 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. 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. Any shares of Common Stock that again become available for future grants pursuant to this Section 4.4 shall be added back as one (1) share if such shares were subject to Options or Stock Appreciation Rights and as two (2) shares if such shares were subject to other Awards. 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
Shares Subject to the Plan. 4.1 Subject to adjustment in accordance with Section 11, no more than 2,000,000 a total of 8,870,000 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 time...s 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 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, (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
Shares Subject to the Plan. 4.1 Subject to adjustment in accordance with Section 11, no more than 2,000,000 a total of 4,000,000 shares of Common Stock shall be available for the grant of Awards under the Plan (the "Total Share Reserve"). Plan. 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. Any shares of Common Stock granted in connection with Awards other than Opti...ons and Stock Appreciation Rights shall be counted against this limit as two (2) shares of Common Stock for every one (1) share of Common Stock granted in connection with such Award. 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. 9 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 (1) year period, Options to purchase Common Stock and Stock Appreciation Rights with respect to more than 1,000,000 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"). 4.4 on which the Award is based shall not count toward the individual share limit set forth in this Section 4. 4.3 Any shares of Common Stock subject to an Award that is cancelled, forfeited or expires prior to exercise or is canceled, forfeited, realization, either in full or terminated without issuance of the full number of shares of Common Stock to which the Award related will in part, shall again be become available for issuance under the Plan. Any shares of Common Stock that again become available for future grants pursuant to this Section shall be added back as one share if such shares were subject to Options or Stock Appreciation Rights and as two (2) shares if such shares were subject to other Awards. 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, Award, or in substitution for, outstanding awards previously granted by an entity acquired (d) shares repurchased 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. using Option proceeds. View More
