Shares Subject to the Plan Clause Example with 509 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. (a) Share Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, and the following sentence regarding the annual increase, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards will not exceed 31,520,894 shares (the "Share Reserve"), which number is the sum of (i) 9,900,000 new shares, plus (ii) the number of shares subject to the Prior Plan's Available Reserve plus (iii) the number of shares that are Returning Shares, as such shares become ...available from time to time. In addition, the Share Reserve will automatically increase on January 1st of each year, for a period of not more than ten years, commencing on January 1st of the year following the year in which the IPO Date occurs and ending on (and including) January 1, 2028, in an amount equal to 5% of the total number of shares of Capital Stock outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. For clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan. (b) Reversion of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered by such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of Common Stock that may be available for issuance under the Plan. If any shares of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased or reacquired by the Company for any reason, including because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that are forfeited or repurchased or reacquired will revert to and again become available for issuance under the Plan. Any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award or as consideration for the exercise or purchase price of a Stock Award will again become available for issuance under the Plan. 4 (c) Incentive Stock Option Limit. Subject to the Share Reserve and Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be 90,000,000 shares of Common Stock. (d) Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise.View More
Variations of a "Shares Subject to the Plan" Clause from Business Contracts
Shares Subject to the Plan. (a) Share Reserve. Subject to adjustment in accordance with Section 9(a) relating 2(c) and any adjustments as necessary to implement any Capitalization Adjustments, and the following sentence regarding the annual increase, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards will not exceed 31,520,894 shares (the "Share Reserve"), 8,075,000 shares, which number is the sum of of: (i) 9,900,000 4,200,000 new shares, plus (ii) the number up to a maximum of shar...es subject to the Prior Plan's Available Reserve plus (iii) the number of shares that are 3,875,000 Returning Shares, if any, as such shares become available from time to time. In addition, the Share Reserve subject to any adjustments as necessary to implement any Capitalization Adjustments, such aggregate number of shares of Common Stock will automatically increase on January 1st of each year, year for a period of not more than ten years, years commencing on the January 1st of the year first following the calendar year in which the IPO Effective Date occurs and ending on (and including) January 1, 2028, 2031, in an amount equal to 5% of the total number of shares of Capital Common Stock outstanding on December 31st 31 of the preceding calendar year. Notwithstanding the foregoing, year; provided, however that the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of shares of Common Stock. (b) Aggregate Incentive Stock than would otherwise occur Option Limit. Notwithstanding anything to the contrary in Section 2(a) and subject to any adjustments as necessary to implement any Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the preceding sentence. exercise of Incentive Stock Options is 24,000,000 shares. (c) Share Reserve Operation. (i) Limit Applies to Common Stock Issued Pursuant to Awards. For clarity, the Share Reserve in this Section 3(a) is a limitation limit on the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) Awards and does not limit the granting of Awards, except that the Company will keep available at all times the number of shares of Common Stock Awards except as provided in Section 7(a). reasonably required to satisfy its obligations to issue shares pursuant to such Awards. Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ by, as applicable, Nasdaq Listing Rule 5635(c) or, if applicable, 5635(c), NYSE Listed Company Manual Section 303A.08, AMEX NYSE American Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan. (b) Reversion of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered by such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of Common Stock that may be available for issuance under the Plan. If any shares of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased or reacquired by the Company for any reason, including because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that are forfeited or repurchased or reacquired will revert to and again become available for issuance under the Plan. Any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award or as consideration for the exercise or purchase price of a Stock Award will again become available for issuance under the Plan. 4 (c) Incentive Stock Option Limit. Subject to the Share Reserve and Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be 90,000,000 shares of Common Stock. (d) Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise.View More
Shares Subject to the Plan. (a) Share Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, and the following sentence regarding the annual increase, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards will not exceed 31,520,894 [_________] shares (the "Share Reserve"), which number is the sum of (i) 9,900,000 [_________] new shares, plus (ii) the number of shares subject to the Prior Plan's Available Reserve plus (iii) the number of shares that are Returning Shares..., as such shares become available from time to time. In addition, the Share Reserve will automatically increase on January 1st of each year, for a period of not more than ten years, commencing on January 1st of the year following the year in which the IPO Date occurs and ending on (and including) January 1, 2028, 2029, in an amount equal to 5% of the total number of shares of Capital Stock outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. For clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan. (b) Reversion of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered by such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of Common Stock that may be available for issuance under the Plan. If any shares of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased or reacquired by the Company for any reason, including because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that are forfeited or repurchased or reacquired will revert to and again become available for issuance under the Plan. Any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award or as consideration for the exercise or purchase price of a Stock Award will again become available for issuance under the Plan. 4 (c) Incentive Stock Option Limit. Subject to the Share Reserve and Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be 90,000,000 [_________] shares of Common Stock. (d) Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise.View More
Shares Subject to the Plan. (a) Share Reserve. (i) Subject to Section 3(a)(iv) and Section 9(a) relating to Capitalization Adjustments, and the following sentence regarding the annual increase, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards will not exceed 31,520,894 (A) 11,892,915 shares (the "Share Reserve"), which (which number is the sum of (i) 9,900,000 new shares, plus 4,750,000 shares that were approved at the Company's 2018 Annual Meeting of Stockholders, (ii) 6,500,000 s...hares that were approved at the number Company's 2020 Annual Meeting of shares subject to the Prior Plan's Available Reserve plus Stockholders, and (iii) the number of shares that are (642,915) subject to the 2013 Plan's Available Reserve), plus (B) the Prior Plan Returning Shares, as such shares if any, which become available for issuance under the Plan from time to time. In addition, the Share Reserve will automatically increase on January 1st of each year, for a period of not more than ten years, commencing on January 1st of the year following the year in which the IPO Date occurs and ending on (and including) January 1, 2028, in an amount equal to 5% of the total time (such aggregate number of shares of Capital Stock outstanding on December 31st described in (A) and (B), the "Share Reserve"). (ii) For purposes of the preceding calendar year. Notwithstanding Plan, the foregoing, "Prior Plan Returning Shares" means the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of following shares of Common Stock than would subject to any Prior Plan Award: (i) any shares subject to such Prior Plan Award that are not issued because such Prior Plan Award or any portion thereof expires or otherwise occur terminates without all of the shares covered by such Prior Plan Award having been issued; (ii) any shares subject to such Prior Plan Award that are not issued because such Prior Plan Award or any portion thereof is settled in cash; and (iii) any shares issued pursuant to such Prior Plan Award that are forfeited back to or repurchased by the preceding sentence. For clarity, Company because of the Share Reserve in this failure to meet a contingency or condition required for the vesting of such shares. (iii) Subject to Section 3(a) is a limitation on 3(b), the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan will be reduced by (A) one share for each share of Common Stock issued pursuant to an Appreciation Award granted under the Plan and (B) 1.3 shares for each share of Common Stock issued pursuant to a Full Value Award granted under the Plan. (iv) Subject to Section 3(b), the number of shares of Common Stock available for issuance under the Plan will be increased by (A) one share for each Prior Plan Returning Share or 2018 Plan Returning Share (as defined in Section 3(b)(i)) subject to an Appreciation Award and (B) 1.3 shares for each Prior Plan Returning Share or 2018 Plan Returning Share subject to a Full Value Award. (b) Reversion of Shares to the Share Reserve. If (i) Shares Available for Subsequent Issuance. The following shares of Common Stock (collectively, the "2018 Plan Returning Shares") will become available again for issuance under the Plan: (A) any shares subject to a Stock Award that are not issued because such Stock Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered by such Stock Award having been issued; (B) any shares subject to a Stock Award that are not issued because such Stock Award or (ii) any portion thereof is settled in cash (i.e., the Participant receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of Common Stock that may be available for issuance under the Plan. If cash; and (C) any shares of Common Stock issued pursuant to a Stock Award that are forfeited back to or repurchased or reacquired by the Company for any reason, including because of the failure to meet a contingency or condition required to vest for the vesting of such shares in the Participant, then the shares that are forfeited or repurchased or reacquired will revert to and again become available shares. (ii) Shares Not Available for issuance under the Plan. Subsequent Issuance. Any shares reacquired or withheld (or not issued) by the Company in satisfaction of tax withholding obligations on a Stock Award or a Prior Plan Award or 4 as consideration for the exercise or purchase price of a Stock Award or a Prior Plan Award will not again become available for issuance under the Plan. 4 Upon exercise of SARs or any Prior Plan Award that is a stock appreciation right, the gross number of shares exercised shall be deducted from the total number of shares remaining available for issuance under the Plan. Any shares repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award or a Prior Plan Award will not again become available for issuance under the Plan. (c) Incentive Stock Option Limit. Subject to the Share Reserve and Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be 90,000,000 shares of Common Stock. 22,500,000 shares. (d) Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise. View More
Shares Subject to the Plan. (a) Share Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, and the following sentence regarding the annual increase, the aggregate number of shares of Common Stock of the Company that may be issued pursuant to Stock Awards will after the Effective Date shall not exceed 31,520,894 shares (the "Share Reserve"), which number is the sum of (i) 9,900,000 new shares, plus (ii) the number of shares subject to the Prior Plan's Available Reserve plus (iii) the number of shares tha...t are Returning Shares, as such shares become available from time to time. In addition, the Share Reserve will automatically increase on January 1st of each year, for a period of not more than ten years, commencing on January 1st of the year following the year in which the IPO Date occurs and ending on (and including) January 1, 2028, in an amount equal to 5% of the total number of shares of Capital Stock outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. Two Million Seven Hundred Seventy Thousand 3. (2,770,000) shares. For clarity, the Share Reserve limitation in this Section 3(a) is a limitation on in the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c) or, Furthermore, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan. (b) Reversion of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered by such Stock Award having been issued exercised in full or (ii) is settled in cash (i.e., the Participant holder of the Stock Award receives cash rather than stock), such expiration, termination or settlement will shall not reduce (or otherwise offset) the number of shares of Common Stock that may be available for issuance under issued pursuant to the Plan. (b) If any shares of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased or reacquired by the Company for any reason, including because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that which are forfeited or repurchased or reacquired will shall revert to and again become available for issuance under the Plan. Any Also, any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award pursuant to Section 8(g) or as consideration for the exercise or purchase price of a Stock Award will an Option shall again become available for issuance under the Plan. 4 Notwithstanding the provisions of this Section 3(b), any such shares shall not be subsequently issued pursuant to the exercise of Incentive Stock Options. (c) Incentive Stock Option Limit. Subject Notwithstanding anything to the Share Reserve and contrary in this Section 3(c), subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will shall be 90,000,000 Two Million Seven Hundred Seventy Thousand (2,770,000) shares of Common Stock. (d) Source of Shares. The stock issuable under the Plan will shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market market. (e) Share Reserve Limitation. To the extent required by Section 260.140.45 of Title 10 of the California Code of Regulations, the total number of shares of Common Stock issuable upon exercise of all outstanding Options and the total number of shares of Common Stock provided for under any stock bonus or otherwise. similar plan of the Company shall not exceed the applicable percentage as calculated in accordance with the conditions and exclusions of Section 260.140.45 of Title 10 of the California Code of Regulations, based on the shares of Common Stock of the Company that are outstanding at the time the calculation is made. View More
Shares Subject to the Plan. (a) Share Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, and the following sentence regarding the annual increase, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards will from and after the Effective Date shall not exceed 31,520,894 shares (the "Share Reserve"), which number is the sum of (i) 9,900,000 new shares, plus (ii) the number of shares subject to the Prior Plan's Available Reserve plus (iii) the number of shares that are ...Returning Shares, as such shares become available from time to time. In addition, the Share Reserve will automatically increase on January 1st of each year, for a period of not more than ten years, commencing on January 1st of the year following the year in which the IPO Date occurs and ending on (and including) January 1, 2028, in an amount equal to 5% of the total number of shares of Capital Stock outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. For clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan. Eleven Million Five Hundred Thousand (11,500,000) shares. (b) Reversion of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered by such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of Common Stock that may be available for issuance under the Plan. If any shares of Common Stock common stock issued pursuant to a Stock Award are forfeited back to or repurchased or reacquired by the Company for any reason, including because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that are forfeited or repurchased or reacquired will shall revert to and again become available for issuance under the Plan. Any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award pursuant to Section 8(g) or as consideration for the exercise or purchase price of a Stock Award will an Option shall again become available for issuance under the Plan. 4 (c) Incentive Stock Option Limit. Subject Notwithstanding anything to the Share Reserve and contrary in this Section 3 and, subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will shall be 90,000,000 Eleven Million Five Hundred Thousand (11,500,000) shares of Common Stock. 3 (d) Source of Shares. The stock issuable under the Plan will shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise. View More
Shares Subject to the Plan. (a) Share (a)Share Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, and the following sentence regarding the annual increase, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards will after the Effective Date shall not exceed 31,520,894 1,970,000 shares (the "Share Reserve"), which number is the sum of (i) 9,900,000 new shares, plus (ii) the number of shares subject to the Prior Plan's Available Reserve plus (iii) the number of shares... that are Returning Shares, as such shares become available from time to time. In addition, the Share Reserve will automatically increase on January 1st of each year, for a period of not more than ten years, commencing on January 1st of the year following the year in which the IPO Date occurs and ending on (and including) January 1, 2028, in an amount equal to 5% of the total number of shares of Capital Stock outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. Reserve"). For clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan. (b) Reversion of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered by such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of Common Stock that may be available for issuance under the Plan. If any shares of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased or reacquired by the Company for any reason, including because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that are forfeited or repurchased or reacquired will revert to and again become available for issuance under the Plan. Any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award or as consideration for the exercise or purchase price of a Stock Award will again become available for issuance under the Plan. 4 (c) Incentive Stock Option Limit. Subject to the Share Reserve and Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be 90,000,000 shares of Common Stock. (d) Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise.View More
Shares Subject to the Plan. (a) Share Reserve. Limitation on Aggregate Number of Shares Issued Pursuant to the Plan. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, and the following sentence regarding the annual increase, capitalization adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards will Options shall not exceed 31,520,894 shares (the "Share Reserve"), which number is 187,000 shares. For clarity, the sum of (i) 9,900,000 new shares,... plus (ii) foregoing limitation does not limit the number of shares subject to the Prior Plan's Available Reserve plus (iii) the number of shares that are Returning Shares, as such shares become available from time to time. In addition, the Share Reserve will automatically increase on January 1st of each year, for a period of not more than ten years, commencing on January 1st of the year following the year in which the IPO Date occurs and ending on (and including) January 1, 2028, in an amount equal to 5% of the total number of shares of Capital Stock outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of shares of Common Stock than would otherwise occur that may be subject to Options that are granted pursuant to the preceding sentence. For clarity, Plan, but only the Share Reserve number of shares of Common Stock actually issued pursuant thereto. (b) Reversion of Shares. If any (i) Option shall for any reason expire or otherwise terminate, in this Section 3(a) is whole or in part, without having been exercised in full, or (ii) shares of Common Stock issuable upon the exercise of an Option are not delivered to a limitation on Director because such shares are withheld for the payment of all or any portion of the aggregate exercise price therefor (i.e., "net exercised"), then the shares of Common Stock issuable but not issued and delivered under such Option shall remain available for issuance under the Plan and such expiration, termination, cancellation, settlement, withholding, forfeiture or repurchase shall not reduce (or otherwise offset) the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit If the granting exercise price of any Option is satisfied by tendering shares of Common Stock Awards except as provided in Section 7(a). Shares may be issued in connection with a merger held by the Director (either by actual delivery or acquisition as permitted by NASDAQ Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce attestation), then the number of shares so tendered shall be treated as having been withheld from the number of shares issuable upon the exercise of the Option pursuant to clause (ii) of the preceding sentence and the number of shares deemed to have been so withheld shall remain available for issuance under the Plan. (b) Reversion of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered by Plan and such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), such expiration, termination or settlement will withholding shall not reduce (or otherwise offset) the number of shares of Common Stock that may be available for issuance under issued pursuant to the Plan. If any shares of Common Stock issued pursuant delivered to a Stock Award are forfeited back to or Director upon the exercise of an Option shall for any reason be repurchased or reacquired by the Company for under a repurchase option provided under the Plan or any reason, including because of the failure to meet a contingency or condition required to vest such shares in the Participant, then Award Agreement, the shares that are forfeited or of Common Stock repurchased or reacquired will by the Company under such repurchase option shall not revert to and again or otherwise become available for issuance again under the Plan. Any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award or as consideration for the exercise or purchase price of a Stock Award will again become available for issuance under the Plan. 4 (c) Incentive Stock Option Limit. Subject to the Share Reserve and Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be 90,000,000 shares of Common Stock. (d) Source of Shares. The stock issuable under the Plan will shall be shares of authorized but unissued Common Stock, or reacquired Common Stock, including Stock (including shares repurchased by the Company on the open market or otherwise. otherwise). View More
Shares Subject to the Plan. (a) Share Reserve. Subject to adjustment in accordance with Section 9(a) relating 2(c) and any adjustments as necessary to implement any Capitalization Adjustments, and the following sentence regarding the annual increase, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards will not exceed 31,520,894 shares (the "Share Reserve"), 2,000,000 shares, which number is the sum of of: (i) 9,900,000 1,701,723 new shares, plus (ii) the number of shares subject to th...e Prior Plan's Plans' Available Reserve Reserve, and plus (iii) the number of shares that are Returning Shares, if any, as such shares become available from time to time. In addition, the Share Reserve subject to any adjustments as necessary to implement any Capitalization Adjustments, such aggregate number of shares of Common Stock will automatically increase on January 1st 1 of each year, calendar year for a period of not more than ten years, years commencing on January 1st of the year following the year in which the IPO Date occurs 1, 2021 and ending on (and including) January 1, 2028, 2030, in an amount a number of shares of Common Stock equal to 5% 4% of the total number of shares of Capital Stock outstanding on December 31st 31 of the preceding calendar year. Notwithstanding the foregoing, year; provided, however that the Board may act prior to January 1st 1 of a given calendar year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of shares of Common Stock. (b) Aggregate Incentive Stock than would otherwise occur Option Limit. Notwithstanding anything to the contrary in Section 2(a) and subject to any adjustments as necessary to implement any Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the preceding sentence. exercise of Incentive Stock Options is 10,000,000 shares. (c) Share Reserve Operation. (i) Limit Applies to Common Stock Issued Pursuant to Awards. For clarity, the Share Reserve in this Section 3(a) is a limitation limit on the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) Awards and does not limit the granting of Awards, except that the Company will keep available at all times the number of shares of Common Stock Awards except as provided in Section 7(a). reasonably required to satisfy its obligations to issue shares pursuant to such Awards. Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ by, as applicable, Nasdaq Listing Rule 5635(c) or, if applicable, 5635(c), NYSE Listed Company Manual Section 303A.08, AMEX NYSE American Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan. (b) Reversion of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered by such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of Common Stock that may be available for issuance under the Plan. If any shares of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased or reacquired by the Company for any reason, including because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that are forfeited or repurchased or reacquired will revert to and again become available for issuance under the Plan. Any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award or as consideration for the exercise or purchase price of a Stock Award will again become available for issuance under the Plan. 4 (c) Incentive Stock Option Limit. Subject to the Share Reserve and Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be 90,000,000 shares of Common Stock. (d) Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise.View More
Shares Subject to the Plan. (a) Share Reserve. Subject to the provisions of Section 9(a) 11(a) relating to Capitalization Adjustments, and the following sentence regarding the annual increase, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards will shall not exceed 31,520,894 shares (the "Share Reserve"), which number is in the sum of (i) 9,900,000 new shares, plus (ii) the number of shares subject to the Prior Plan's Available Reserve plus (iii) the number of shares that are Returni...ng Shares, as such shares become available from time to time. In addition, the Share Reserve will automatically increase on January 1st of each year, for a period of not more than ten years, commencing on January 1st aggregate 10.77% of the year following the year in which the IPO Date occurs and ending on (and including) January 1, 2028, in an amount equal to 5% of the total number of shares of Capital Stock outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of fully-diluted 928,656 shares of Common Stock than would otherwise occur pursuant to the preceding sentence. For clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may be issued in connection with a merger Stock, or acquisition as permitted by NASDAQ Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan. 100,000 shares. (b) Reversion of Shares to the Share Reserve. If a any Stock Award or shall for any portion thereof (i) expires reason expire or otherwise terminates terminate, in whole or in part, without all of the shares covered by such Stock Award having been issued exercised in full, or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of Common Stock that may be available for issuance under the Plan. If if any shares of Common Stock issued to a Participant pursuant to a Stock Award are forfeited back to or repurchased or reacquired by the Company for Company, including, but not limited to, any reason, including because of repurchase or forfeiture caused by the failure to meet a contingency or condition required to vest for the vesting of such shares in the Participant, shares, then the shares that are forfeited or repurchased or reacquired will of Common Stock not acquired under such Stock Award shall revert to and again become available for issuance under the Plan. Any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award or as consideration for the exercise or purchase price of a Stock Award will again become available for issuance under the Plan. 4 (c) Incentive Stock Option Limit. Subject Plan; provided, however, that subject to the Share Reserve and provisions of Section 9(a) 11(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of as Incentive Stock Options will shall be 90,000,000 the number of shares originally set forth in Section 3(a) above before any amendment. If any shares subject to a Stock Award are not delivered to a Participant because such shares are withheld for the payment of taxes, then the number of shares that are not delivered shall revert to and again become available for issuance under the Plan. If the exercise price of any Stock Award is satisfied by tendering shares of Common Stock. (d) Stock held the Participant (either by actual deliver or attestation), then the number of such tendered shares shall revert to and again become available for issuance under the Plan. (c) Source of Shares. The stock issuable under shares of Common Stock subject to the Plan will may be unissued shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company shares, bought on the open market or otherwise. View More
Shares Subject to the Plan. (a) Share Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, and the following sentence regarding the annual increase, the aggregate number of shares of Common Stock of the Company that may be issued pursuant to Stock Awards will after the Effective Date shall not exceed 31,520,894 shares (the "Share Reserve"), which number is the sum of (i) 9,900,000 new shares, plus (ii) the number of shares subject to the Prior Plan's Available Reserve plus (iii) the number of shares tha...t are Returning Shares, as such shares become available from time to time. In addition, the Share Reserve will automatically increase on January 1st of each year, for a period of not more than ten years, commencing on January 1st of the year following the year in which the IPO Date occurs and ending on (and including) January 1, 2028, in an amount equal to 5% of the total number of shares of Capital Stock outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. One Million Eight Hundred Thousand (1,800,000) shares. For clarity, the Share Reserve limitation in this Section 3(a) is a limitation on in the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c) or, . Furthermore, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan. (b) Reversion of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered by such Stock Award having been issued exercised in full or (ii) is settled in cash (i.e., the Participant holder of the Stock Award receives cash rather than stock), such expiration, termination or settlement will shall not reduce (or otherwise offset) the number of shares of Common Stock that may be available for issuance under issued pursuant to the Plan. (b) If any shares of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased or reacquired by the Company for any reason, including because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that which are forfeited or repurchased or reacquired will shall revert to and again become available for issuance under the Plan. Any Also, any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award pursuant to Section or as consideration for the exercise or purchase price of a Stock Award will an Option shall again become available for issuance under the Plan. 4 Notwithstanding the provisions of this Section , any such shares shall not be subsequently issued pursuant to the exercise of Incentive Stock Options. (c) Incentive Stock Option Limit. Subject Notwithstanding anything to the Share Reserve and contrary in this Section 9(a) , subject to the provisions of Section relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will shall be 90,000,000 One Million Eight Hundred Thousand (1,800,000) shares of Common Stock. Stock unless otherwise amended. (d) Source of Shares. The stock issuable under the Plan will shall be shares of authorized but unissued or reacquired Common Stock, including Stock. The total number of shares repurchased by available for issuance under the Company on the open market or otherwise. Plan shall be One Million Eight Hundred Thousand (1,800,000) shares of Common Stock unless otherwise amended. View More
