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.
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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 1,000,000 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 shar...es 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. Reserve"). (b) Reversion of Shares to the Share Reserve. If (i) Shares Available for Subsequent Issuance. The following shares of Common Stock 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 as consideration for the exercise or purchase price of a Stock Award will not again become available for issuance under the Plan. 4 (c) Incentive Stock Option Limit. Subject to Upon exercise of SARs, the Share Reserve and Section 9(a) relating to Capitalization Adjustments, the aggregate maximum gross number of shares exercised shall be deducted from the total number of Common Stock that may be issued pursuant to 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 Incentive a Stock Options Award will be 90,000,000 shares of Common Stock. (d) not again become available for issuance under the Plan. (c) 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.
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Shares Subject to the Plan.
(a) Share 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 of: (i)
9,900,000 18,000,000 new shares, plus (ii) the
number of shares subject to the Prior
P...lan's Plans' 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 of Common Stock will automatically increase on January 1st February 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 February 1, 2021 and ending on (and including) January February 1, 2028, 2030, in an amount equal to 5% of the total number of shares of Capital Stock the Company's capital stock outstanding on December 31st January 31 of the preceding calendar year. Notwithstanding the foregoing, fiscal year; provided, however, that the Board may act prior to January February 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 60,000,000 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 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; (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.
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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 4,746,682 shares
(the "Share Reserve"), which number is (equal to 10% of the
sum shares of
(i) 9,900,000 new shares, plus (ii) Fully-Diluted Common Stock as of... immediately following closing of the transactions contemplated by the Business Combination Agreement). In addition, subject to any adjustments as necessary 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 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, 2022 and ending on (and including) January 1, 2028, 2031, in an amount equal to 5% five percent (5%) of the total number of shares of Capital Fully-Diluted 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 14,240,046 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.
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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 Ordinary Shares 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). 1,200,000 shares. Shares may be issued under the terms of this Plan in connection with a merger or acquisition as permitted by NASDAQ Listing Marketplace Rule 5635(c) or, if applicable, 5635(c)(3), 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 an 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 Ordinary Shares that may be available for issuance under the Plan and the Ordinary Shares relating to such Award (or portion thereof) will again become available for issuance under the Plan. If any shares of Common Stock Ordinary Shares issued pursuant to a Stock an 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 an Award or as consideration for the exercise or purchase price of a Stock an 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, Ordinary Shares, including shares repurchased by the Company on the open market or otherwise.
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Shares Subject to the Plan.
(a) Share (a)Share Reserve. Subject to
Section3(b) below and Section 9(a)
relating (relating to Capitalization
Adjustments, and the following sentence regarding the annual increase, Adjustments), the aggregate number of shares of Common Stock that may be issued pursuant to
Stock Awards
will not exceed 31,520,894 shall be 6,500,000 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 (i...ii) 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) the Share Reserve 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 (b)Automatic Increase. The number of shares of Common Stock available for issuance under the Plan. (b) Reversion Plan shall automatically increase on the first day of each Fiscal Year commencing with the first Fiscal Year following the Restatement Date and on the first day of each Fiscal Year thereafter until the Plan terminates pursuant to Section 10, by an amount equal to four percent (4%) of the total number of shares of Common Stock outstanding on the last day of the preceding Fiscal Year. Notwithstanding the foregoing, the Board may act prior to the first day of any Fiscal Year, to provide that there shall be no increase in the share reserve for such Fiscal Year or that the increase in the share reserve for such Fiscal Year shall be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. For avoidance of doubt, none of the additional shares of Common Stock available for issuance pursuant to this Section 3(b) shall be issued in respect of Incentive Stock Options. (c)Reversion of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates without all of Shares will return to 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 Plan, and will not reduce (or otherwise offset) the number of shares of Common Stock that may be available for issuance under the Plan. If Plan, if the Award, or any portion thereof: (i)expires or otherwise terminates without all of the shares of Common Stock issued pursuant to a Stock covered by such Award are having been issued; (ii)is settled in cash (i.e., the Participant receives cash rather than stock); (iii)is 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 Participant; (iv)is 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 an Award will again become available (provided that, for issuance under clarity, such shares are treated as having been issued, and then returned to the Plan. 4 (c) Incentive Plan). (d)Incentive Stock Option Limit. Subject to the Share Reserve and Section 9(a) Plan provisions 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 equal to 6,500,000 shares of Common Stock. (d) Source (e)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.
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Shares Subject to the Plan. (a) Share Reserve. Subject to
the provisions of Section
9(a) 10(a) relating to Capitalization Adjustments,
and the following sentence regarding the annual increase, the aggregate number of shares of
Common Stock 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 five million (5,000,000) shares, plus
(ii) the number of shares subject an annual i...ncrease 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 be added on January 1st of each year, year for a period of not more than ten (10) years, commencing on January 1st of the year following the year in which the IPO Date occurs 1, 2008 and ending on (and including) January 1, 2028, in an amount 2017 (each such day, a "Calculation Date"), equal to 5% the lesser of (i) five percent (5%) of the total number of shares of Capital Common Stock outstanding on December 31st each such Calculation Date (rounded down to the nearest whole share); or (ii) five million (5,000,000) shares of the preceding calendar year. Common Stock. Notwithstanding the foregoing, the Board may act act, prior to January 1st the first day of a given any fiscal year of the Company, to provide that there will be no January 1st increase in the Share Reserve for share reserve by such year or that the increase in the Share Reserve for such year will be a lesser number of shares of Common Stock as the Board shall determine, which number shall be less than would otherwise occur pursuant to the preceding sentence. each of (i) and (ii). For clarity, the Share Reserve limitation in this Section 3(a) is a limitation on in the number of shares of Common Stock the Company's 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). 8(a). Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ Listing NASD Rule 5635(c) 4350(i)(1)(A)(iii) or, if applicable, NYSE Listed Company Manual Section 303A.08, or AMEX Company Guide Section 711 or other applicable rule, and such issuance will shall not reduce the number of shares available for issuance under the Plan. (b) Reversion of Shares to the Share Reserve. If Furthermore, if a Stock Award or any portion thereof (i) (A) expires or otherwise terminates without all of the shares covered by such Stock Award having been issued exercised in full or (ii) (B) 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 the Company's common stock that may be available for issuance under issued pursuant to the Plan. (b) 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 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 9(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 9(a) 3, subject to the provisions of Section 10(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 ten million (10,000,000) shares of Common Stock. (d) Section 162(m) Limitation on Annual Grants. Subject to the provisions of Section 10(a) relating to Capitalization Adjustments, at such time as the Company may be subject to the applicable provisions of Section 162(m) of the Code, no Employee shall be eligible to be granted during any calendar year Stock Awards whose value is determined by reference to an increase over an exercise or strike price of at least one hundred percent (100%) of the Fair Market Value of the Common Stock on the date the Stock Award is granted covering more than ten million (10,000,000) shares of Common Stock. (e) 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.
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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 beginning on the Effective Date shall not exceed
31,520,894 shares (the "Share Reserve"), which number is the sum of five hundred sixty thousand nine hundred forty-seven (560,947) shares. Furthermore, if a Stock Award or any portion thereof (i)
9,900,000 new shar...es, 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 expires or otherwise terminates without all of the year following shares covered by such Stock Award have been issued, or (ii) is settled in cash (i.e., the year in which Participant 2. receives cash rather than stock), such expiration, termination or settlement shall not reduce (or otherwise offset) 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 that may be available for issuance under 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 two hundred thirty-five thousand seven hundred fourteen (235,714) 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. market.
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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 Ninety One Million Two Hundred Ninety-Two Thousand One Hundred Forty (91,292,140) shares (the "Share
Reserve"), Reserve"). In addition to the Share Reserve, subject to the provisions of... Section 9(a) relating to Capitalization Adjustments, 50,022,362 shares of Class A Common Stock shall be reserved under the Plan, one share of which number shall be issued if and when a share from the Share Reserve is issued in connection with the sum settlement or exercise of (i) 9,900,000 new shares, plus (ii) a Stock Award that was outstanding as of October 31, 2016. Notwithstanding the foregoing, the Share Reserve shall be reduced by 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 Company's Class A Common Stock issued after September 4, 2014 under the year Company's 2014 Equity Incentive Plan. Furthermore, if a Stock Award (i) expires or otherwise terminates without having been exercised in which full or (ii) is settled in cash (i.e., the IPO Date occurs and ending on (and including) January 1, 2028, in an amount equal to 5% holder of the total number of shares of Capital Stock outstanding on December 31st of Award receives cash rather than stock), such expiration, termination or settlement shall not reduce (or otherwise offset) 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 equal to the aggregate number of shares of Common Stock. (d) Source Stock 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. that may be issued pursuant to Stock Awards under this Plan as set forth in Section 3(a).
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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 of: (i)
9,900,000 18,000,000 new shares, plus (ii) the
number of shares subject to the Prior
Plan's Pl...ans' 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 of Common Stock will automatically increase on January 1st February 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 February 1, 2021 and ending on (and including) January February 1, 2028, 2030, in an amount equal to 5% of the total number of shares of Capital Stock the Company's capital stock outstanding on December 31st January 31 of the preceding calendar year. Notwithstanding the foregoing, fiscal year; provided, however, that the Board may act prior to January February 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 pursuant 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 that may be issued pursuant to the Plan. Accordingly, this Section 3(a) exercise of Incentive Stock Options is 60,000,000 shares. (c) Share Reserve Operation. (i) Limit Applies to Common Stock Issued Pursuant to Awards. For clarity, the Share Reserve is a limit on the number of shares of Common Stock that may be issued 1 Table of Contents pursuant to 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; (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.
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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 common stock of the Company that may be issued pursuant to Stock Awards
will under the Plan shall not exceed
31,520,894 2,400,000 shares
(the "Share Reserve"), which of Common Stock, plus an additional number
is the sum of
shares in an amount not to exceed 738,952, comprised of: (i)
9,900,000 ...new shares, plus (ii) the that number of shares subject to the Prior Plan's Plan Available Reserve plus (iii) (ii) the number of shares that are Returning Shares, as 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). time). Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ Listing NASD Rule 5635(c) 4350(i)(1)(A)(iii) or, if applicable, NYSE Listed Company Manual Section 303A.08, or AMEX Company Guide Section 711 or other applicable rule, and such issuance will shall not reduce the number of shares available for issuance under the Plan. (b) Reversion of Shares to the Share Reserve. If a any (i) 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 or exercised in full, (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 to a Participant pursuant to a Stock Award are forfeited back to or repurchased or reacquired by the Company for any reason, including because of the 3 failure to meet a contingency or condition required to vest for the vesting of such shares, (iii) Stock Award is settled in cash, or (iv) shares of Common Stock are cancelled in accordance with the Participant, cancellation and regrant provisions of Section 3(b)(v), then the shares that are of Common Stock not issued under such Stock Award, or forfeited to or repurchased or reacquired will by the Company, shall revert to and again become available for issuance under the Plan. Any If any shares reacquired by the Company in satisfaction of tax withholding obligations on subject to a Stock Award or as consideration are not delivered to a Participant because such shares are withheld for the exercise payment of taxes or purchase price the Stock Award is exercised through a reduction of shares subject to the Stock Award (i.e., "net exercised") or an appreciation distribution in respect of a Stock Appreciation right is paid in shares of Common Stock, the number of shares subject to the Stock Award will again become that are not delivered to the Participant shall remain available for subsequent issuance under the Plan. If the exercise price of any Stock Award is satisfied by tendering shares of Common Stock held by the Participant (either by actual delivery or attestation), then the number of shares so tendered shall remain 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(c), subject to the provisions of Section 9(a) relating to Capitalization Adjustments, 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 3,138,952 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. market.
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