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(b) 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"), 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 1,400,000 shares. (b) 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 Operation. (i) Limit Applies 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 Issued Pursuant to the preceding sentence. 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 the Inducement 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 (ii) Actions that Do Not Constitute Issuance of Shares Common Stock and Do Not Reduce Share Reserve. The following actions do not result in an issuance of shares under the Plan and accordingly do not reduce the number of shares subject to the Share Reserve. If a Stock Award Reserve and available for issuance under the Plan: (1) the expiration or termination of any portion thereof (i) expires or otherwise terminates of an Award without all of the shares covered by such Stock portion of the Award having been issued or (ii) is settled issued, (2) the settlement of any portion of an Award in cash (i.e., the Participant receives cash rather than stock), such expiration, termination Common Stock), (3) the withholding of shares that would otherwise be issued by the Company to satisfy the exercise, strike or purchase price of an Award; or (4) the withholding of shares that would otherwise be issued by the Company to satisfy a tax withholding obligation in connection with an Award. For the avoidance of doubt, with respect to a SAR, only shares of Common Stock which are issued upon settlement will not reduce (or otherwise offset) of the SAR shall count towards reducing the number of shares of Common Stock that may be available for issuance under the Plan. If any (iii) Reversion of Previously Issued Shares of Common Stock to Share Reserve. The following shares of Common Stock previously issued pursuant to a Stock an Award and accordingly initially deducted from the Share Reserve will be added back to the Share Reserve and again become available for issuance under the Plan: (1) any shares that are forfeited back to or repurchased or reacquired by the Company for any reason, including because of the a failure to meet a contingency or condition required to vest for the vesting of such shares in the Participant, then the shares; (2) any 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 to satisfy the exercise exercise, strike 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 an Award; and Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of (3) any 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 are reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise. to satisfy a tax withholding obligation in connection with an Award. 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 Shares that may be issued pursuant to Stock Awards will not exceed 31,520,894 shares (the "Share Reserve"), 20,589,597 Shares, which number is the sum of of: (i) 9,900,000 12,000,000 new shares, Shares; plus (ii) the number of sha...res subject to the Prior Plan's Available Reserve Reserve; 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 will automatically increase on January 1st 1 of each year, 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, 2024 and ending on (and including) January 1, 2028, 2033, in an amount equal to 5% four percent (4%) of the total number of shares of Capital Stock Shares 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 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 Shares. (b) Aggregate Incentive Share Option Limit. Notwithstanding anything to the preceding sentence. For clarity, contrary in Section 2(a) and subject to any adjustments as necessary to implement any Capitalization Adjustments, the Share Reserve in this Section 3(a) is a limitation on the aggregate maximum number of shares of Common Stock Shares that may be issued pursuant to the Plan. Accordingly, this Section 3(a) exercise of Incentive Share Options is 62,000,000 Shares. 1 (c) Share Reserve Operation. (i) Limit Applies to Shares Issued Pursuant to Awards. For clarity, the Share Reserve is a limit on the number of Shares that may be issued pursuant to Awards and does not limit the granting of Stock Awards Awards, except as provided in Section 7(a). that the Company will keep available at all times the number of Shares 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 Shares available for issuance under the Plan. (b) Reversion (ii) Actions that Do Not Constitute Issuance of Shares and Do Not Reduce Share Reserve. The following actions do not result in an issuance of Shares under the Plan and accordingly do not reduce the number of Shares subject to the Share Reserve. If a Stock Award Reserve and available for issuance under the Plan: (1) the expiration or termination of any portion thereof (i) expires or otherwise terminates of an Award without all of the shares Shares covered by such Stock portion of the Award having been issued or (ii) is settled issued; (2) the settlement of any portion of an Award in cash (i.e., the Participant receives cash rather than stock), such expiration, termination Shares); (3) the withholding of Shares that would otherwise be issued by the Company to satisfy the exercise, strike or settlement purchase price of an Award; or (4) the withholding of Shares that would otherwise be issued by the Company to satisfy a tax withholding obligation in connection with an Award. (iii) Reversion of Previously Issued Shares to Share Reserve. The following Shares previously issued pursuant to an Award and accordingly initially deducted from the Share Reserve will not reduce (or otherwise offset) be added back to the number of shares of Common Stock that may be Share Reserve and again become available for issuance under the Plan. If Plan: (1) 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 a failure to meet a contingency or condition required to vest for the vesting of such shares in the Participant, then the shares; (2) any 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 to satisfy the exercise exercise, strike 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 an Award; and Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of (3) any 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 are reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise. to satisfy a tax withholding obligation in connection with an Award. View More
Shares Subject to the Plan. (a) Share Reserve. (i) 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 Ordinary Shares that may be issued pursuant to Stock Share Awards from and after the Effective Date will not exceed 31,520,894 shares 1,350,000 Ordinary 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 Res...erve 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 Ordinary Shares that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Share 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. 6(a). U.S. (b) Reversion of Shares to the Share Reserve. If a Stock Share Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered by such Stock Share Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), share), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of Common Stock Ordinary Shares that may be available for issuance under the Plan. If any shares of Common Stock Ordinary Shares issued pursuant to a Stock Share 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 Share Award or as consideration for the exercise or purchase price of a Stock Share 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 shares issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, Ordinary Shares, 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) 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 beginning on the Effective Date shall not exceed 31,520,894 forty-three million three hundred seventy-eight thousand eight hundred twenty (43,378,820) shares (the "Share Reserve"), which number Reserve"). Furthermore, if a Stock Award (i) expire...s or otherwise terminates without having been exercised in full or (ii) is settled in cash (i.e., 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 holder of the year following Stock Award receives cash rather than stock), such expiration, termination or settlement shall not reduce (or otherwise offset) 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 issued pursuant to the preceding sentence. Plan. 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, 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 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 (c) Incentive Stock Option Limit. Subject to Notwithstanding the Share Reserve and provisions of this Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of 3(b), any such shares of Common Stock that may shall not be subsequently 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. Options. View More
Shares Subject to the Plan. (a) Share Reserve. Subject to the provisions of 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 beginning on the Effective Date shall not exceed 31,520,894 twenty three million nine hundred sixty eight thousand (23,968,000) shares (the "Share Reserve"), which number Reserve"). Furthermore, if a Stock Award (i) expires or otherwise terminat...es without having been exercised in full or (ii) is settled in cash (i.e., 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 holder of the year following Stock Award receives cash rather than stock), such expiration, termination or settlement shall not reduce (or otherwise offset) 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 issued pursuant to the preceding sentence. Plan. 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, 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 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 twenty three million nine hundred sixty eight thousand (23,968,000) 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 or 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"), which number is the sum of (i) 9,900,000 new shares, plus (ii) the 2,600,000 shares. In addition, subject to any adjustments as n...ecessary to implement any Capitalization Adjustments, such aggregate 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 Common Stock will automatically increase on January April 1st of each year, 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 April 1, 2022 and ending on (and including) January April 1, 2028, 2031, in an amount equal to 5% the lesser of (A) five percent (5%) of the total number of shares of Capital Common Stock of the Company outstanding on December 31st the last day of the immediately preceding calendar year. Notwithstanding the foregoing, fiscal year (the "Evergreen Measurement Date"); and (B) 1,500,000 shares of Common Stock; provided, however, that the Board may act prior to January April 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 7,800,000 shares. Kidpik Corp. First Amended and Restated 2021 Equity Incentive Plan 6 (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 (ii) Actions that Do Not Constitute Issuance of Shares Common Stock and Do Not Reduce Share Reserve. The following actions do not result in an issuance of shares under the Plan and accordingly do not reduce the number of shares subject to the Share Reserve. If a Stock Award Reserve and available for issuance under the Plan: (1) the expiration or termination of any portion thereof (i) expires or otherwise terminates of an Award without all of the shares covered by such Stock portion of the Award having been issued or (ii) is settled issued, (2) the settlement of any portion of an Award in cash (i.e., the Participant receives cash rather than stock), such expiration, termination Common Stock), (3) the withholding of shares that would otherwise be issued by the Company to satisfy the exercise, strike or settlement will not reduce (or purchase price of an Award, or (4) the withholding of shares that would otherwise offset) be issued by the number Company to satisfy a tax withholding obligation in connection with an Award. (iii) Reversion of Previously Issued Shares of Common Stock to Share Reserve. The following shares of Common Stock that may previously issued pursuant to an Award and accordingly initially deducted from the Share Reserve will be added back to the Share Reserve and again become available for issuance under the Plan. If Plan: (1) 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 a failure to meet a contingency or condition required to vest for the vesting of such shares in the Participant, then the shares, (2) any 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 to satisfy the exercise exercise, strike 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 an Award, and Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of (3) any 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 are reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise. to satisfy a tax withholding obligation in connection with an Award. 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"), which number is 12,200,000 shares. (b) Aggregate Incentive Stock Option Limit. Notwithstanding anything to the sum of (i) 9,900,0...00 new shares, plus (ii) the number of shares contrary in Section 2(a) and subject to any adjustments as necessary to implement any Capitalization Adjustments, 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 aggregate maximum number of shares of Common Stock than would otherwise occur that may be issued pursuant to the preceding sentence. exercise of Incentive Stock Options is 12,200,000 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 (ii) Actions that Do Not Constitute Issuance of Shares Common Stock and Do Not Reduce Share Reserve. The following actions do not result in an issuance of shares under the Plan and accordingly do not reduce the number of shares subject to the Share Reserve. If a Stock Award Reserve and available for issuance under the Plan: (1) the expiration or termination of any portion thereof (i) expires or otherwise terminates of an Award without all of the shares covered by such Stock portion of the Award having been issued or (ii) is settled issued, (2) the settlement of any portion of an Award in cash (i.e., the Participant receives cash rather than stock), such expiration, termination Common Stock), (3) the withholding of shares that would otherwise be issued by the Company to satisfy the exercise, strike or settlement will not reduce (or purchase price of an Award; or (4) the withholding of shares that would otherwise offset) be issued by the number Company to satisfy a tax withholding obligation in connection with an Award. (iii) Reversion of Previously Issued Shares of Common Stock to Share Reserve. The following shares of Common Stock that may previously issued pursuant to an Award and accordingly initially deducted from the Share Reserve will be added back to the Share Reserve and again become available for issuance under the Plan. If Plan: (1) 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 a failure to meet a contingency or condition required to vest for the vesting of such shares in the Participant, then the shares; (2) any 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 to satisfy the exercise exercise, strike 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 an Award; and Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of (3) any 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 are reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise. to satisfy a tax withholding obligation in connection with an Award. View More
Shares Subject to the Plan. (a) Share Reserve. (i) Subject to Section 3(a)(iii) 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 from and after the Effective Date (the "Share Reserve") 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 (A) 15,000,000 shares subject to and (B) the Prior P...lan's Available Reserve plus (iii) the number of shares that are Plan Returning Shares, if any, as such shares become available for issuance under this Plan from time to time. In addition, (ii) Subject to Section 3(b), 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 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 preceding sentence. Plan; and (B) 1.50 shares for each share of Common Stock issued pursuant to a Full Value Award granted under the Plan. (iii) 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 2021 Plan Returning Share (as defined in Section 3(b)(ii)) subject to an Appreciation Award; and (B) 1.50 shares for each Prior Plan Returning Share or 2021 Plan Returning Share subject to a Full Value Award. (iv) 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) 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) NYSE American Company Guide Section 711 or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 Nasdaq Listing Rule 5635(c) or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan. 3 (b) Reversion Operation of Shares to the Share Reserve. If a (i) No Reduction to Share Reserve. The Share Reserve will not be reduced by any of the following shares of Common Stock and such shares will remain available for issuance under the Plan: (A) any shares subject to an Award that are not issued because such Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered by such Stock Award having been issued; and (B) any shares subject to an Award that are not issued because such 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 cash. (ii) Shares Available for issuance under the Plan. If any Subsequent Issuance. Any shares of Common Stock issued pursuant to a Stock an 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 (the "2021 Plan Returning Shares") will revert to the Share Reserve and again become available again for issuance under the Plan. Any (iii) Shares Not Available for Subsequent Issuance. The following shares of Common Stock will not revert to the Share Reserve or become available again for issuance under the Plan: (A) any shares that are reacquired or withheld (or not issued) by the Company in satisfaction of tax withholding obligations on a Stock Award or as consideration for to satisfy the exercise exercise, strike or purchase price of an Award or a Prior Plan Award (including any shares subject to such award that are not delivered because such award is exercised through a reduction of shares subject to such award (i.e., "net exercised")); (B) any shares that are reacquired or withheld (or not issued) by the Company to satisfy a tax withholding obligation in connection with an Award or a Prior Plan Award; (C) any shares repurchased by the Company on the open market with the proceeds of the exercise, strike or purchase price of an Award or a Prior Plan Award; and (D) in the event that a Stock Award will again become available for issuance Appreciation Right granted under the Plan. 4 Plan or a stock appreciation right granted under the Prior Plan is settled in shares of Common Stock, the gross number of shares of Common Stock subject to such award. (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 30,000,000 shares. (d) Non-Employee Director Compensation Limit. The aggregate value of Common Stock. (d) all cash and equity-based compensation paid or granted, as applicable, by the Company to any individual for service as a Non-Employee Director with respect to any fiscal year of the Company will not exceed a total of $1,000,000, calculating the value of any equity-based awards based on the grant date fair value of such awards for financial reporting purposes. (e) Source of Shares. The stock shares 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 (2,000,000) shares. For -3- 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) Reversion of Shares to the Share Reserve. 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 (2) times the number of shares of Common Stock. reserved under Section 3(a) above. (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. (i) 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 from and after the Effective Date will not exceed 31,520,894 shares (the "Share Reserve"), 9,293,960 shares, which number is the sum of (i) 9,900,000 (A) 3,000,000 new shares, plus (ii) (B) the Prior Plans' Returning Shares, if any, which become available for gran...t under this Plan from time to time (such aggregate number of shares subject to described in (A) and (B) above, the Prior Plan's Available Reserve "Share Reserve"), plus (iii) the number of (C) 500,000 shares that are Returning Shares, as such shares become available from time may be issued pursuant 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 Inducement Awards granted under Section 3(f) 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. Plan. -4- (ii) 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 Notwithstanding the foregoing, any Inducement Shares that become available for issuance under the Plan pursuant to this subsection 3(b) will only become available for issuance pursuant to Inducement Awards. (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 17,587,920 shares of Common Stock. (d) Reserved. (e) Limits on Grants to Non-Employee Directors. The maximum number of shares of Common Stock subject to Stock Awards granted under the Plan or otherwise during any one calendar year to any Non-Employee Director, taken together with any cash fees paid by the Company to such Non-Employee Director during such calendar year for service on the Board, will not exceed six hundred thousand dollars ($600,000) in total value (calculating the value of any such Stock Awards based on the grant date fair value of such Stock Awards for financial reporting purposes), or, with respect to the calendar year in which a Non-Employee Director is first appointed or elected to the Board, nine hundred thousand dollars ($900,000). (f) Inducement Shares. This subsection 3(f) will apply with respect to the shares reserved under this Plan by action of the Board (or a committee thereof) to be used exclusively for the grant of Inducement Awards in compliance with NASDAQ Listing Rule 5635(c)(4) (the "Inducement Shares"). Notwithstanding anything to the contrary in this Plan, an Inducement Award may be granted only to an Employee who has not previously been an Employee or a non-Employee Director of the Company or an Affiliate, or following a bona fide period of non-employment, as an inducement material to the individual's entering into employment with the Company within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules. -5- (g) 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
