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 Section 9(a) relating to Capitalization Adjustments, and the following sentence regarding the annual increase, the aggregate number of shares of Class A 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 sixty-four million six hundred eighty-seven thousand four hundred thirty (64,687,430) shares, plus (ii) and the ...number of shares subject to the Prior Plan's Available Reserve plus (iii) the number of shares series class E-1 Preferred Stock, par value $0.001 per share (the "Preferred Stock") 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 issued pursuant to the preceding sentence. Plan is thirty-seven thousand four hundred thirty (37,430) shares (and, to the extent necessary to administer any Stock Awards with respect to Preferred Stock, references to Class A Common in this Plan shall be deemed to also reference Preferred Stock). For clarity, the Share Reserve limitation in this Section 3(a) is a limitation on in the number of shares of Class A 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 Class A 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 Furthermore, if a Stock Award (i) expires or otherwise terminates without having been exercised in full or (ii) is settled in cash (i.e., the holder of the Stock Award receives cash rather than stock), such expiration, termination or settlement shall not reduce (or otherwise offset) the number of shares of Class A Common that may be issued pursuant to the Plan. 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 Class A Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will shall be 90,000,000 ninety-three million seven hundred thousand (93,700,000) 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. Class A Common. View More
Shares Subject to the Plan. (a) Share Reserve. Subject to adjustment pursuant to Section 9(a) relating to Capitalization Adjustments, and 4.2 hereof, the following sentence regarding the annual increase, the maximum aggregate number of shares of Common Stock that which may be issued pursuant under all Awards granted to Participants under the Plan shall be 8,250,000 shares, all of which may, but need not, be issued in respect of Incentive Stock Awards will not exceed 31,520,894 Options. Shares of Common Stock issued under t...he Plan may be either authorized but unissued shares (the "Share Reserve"), which number is the sum of (i) 9,900,000 new shares, plus (ii) the number of or 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 held in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of Company's treasury. Any shares of Common Stock than would otherwise occur pursuant subject to Awards that are settled in Common Stock shall be counted against the preceding sentence. For clarity, the Share Reserve in maximum share limitations of this Section 3(a) is a limitation on 4.1 as one share of Common Stock for every share of Common Stock subject thereto, regardless of the number of shares of Common Stock actually issued to settle the Stock Option or Stock Appreciation Right upon exercise. To the extent that may be issued pursuant any Award under the Plan payable in shares of Common Stock is forfeited, cancelled, returned to the Plan. Accordingly, this Section 3(a) does not limit Company for failure to satisfy vesting requirements or upon the granting occurrence 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 forfeiture events, or otherwise terminates without all payment being made thereunder, the shares of Common Stock covered thereby will no longer be counted against the foregoing maximum share limitations and may again be made subject to Awards under the Plan pursuant to such limitations. Shares of Common Stock that otherwise would have been issued upon the exercise of a Stock Option or in payment with respect to any other form of Award, that are surrendered in payment or partial payment of taxes required to be withheld with respect to the exercise of such Stock Option or the making of such payment, will no longer be counted against the foregoing maximum share limitations and may again be made subject to Awards under the Plan pursuant to such limitations. -7- 4.2 Adjustments. If there shall occur any change with respect to the outstanding shares of Common Stock by reason of any recapitalization, reclassification, stock dividend, extraordinary dividend, stock split, reverse stock split, or other distribution with respect to the shares of Common Stock, or any merger, reorganization, consolidation, combination, spin-off or other similar corporate change, or any other change affecting the Common Stock, the Committee shall, in the manner and to the extent that it deems appropriate and equitable to the Participants and consistent with the terms of the Plan, cause an adjustment to be made in (i) the maximum numbers and kind of shares covered by such Stock Award having been issued or provided in Section 4.1 hereof, (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 numbers and kind of shares of Common Stock Stock, units, or other rights subject to then outstanding Awards, (iii) the price for each share or unit or other right subject to then outstanding Awards, (iv) the performance measures or goals relating to the vesting of an Award and (v) any other terms of an Award 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 affected by the Company for any reason, including because event to prevent dilution or enlargement of a Participant's rights under an Award. Notwithstanding the failure to meet a contingency or condition required to vest such shares foregoing, 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 case of Incentive Stock Options will Options, any such adjustments shall, to the extent practicable, be 90,000,000 shares made in a manner consistent with the requirements of Common Stock. (d) Source Section 424(a) 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. Code. 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 Ordinary Shares of Common Stock 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 num...ber 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. Two Million Two Hundred Fifty Thousand (2,250,000) Ordinary Shares. For clarity, the Share Reserve limitation in this Section 3(a) 3(a)(i) 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) 3(a)(i) 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 by, as applicable, NASDAQ Listing Marketplace Rule 5635(c) or, if applicable, 4350(i)(1)(A)(iii), NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, stock exchange rules, and such issuance will shall not reduce the number of shares Ordinary 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) expires or otherwise terminates without all of the shares Ordinary Shares covered by such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), Ordinary Shares), such expiration, termination or settlement will shall not reduce (or otherwise offset) the number of shares of Common Stock Ordinary Shares that may be available for issuance under the Plan. (b) Reversion of Shares to the Share Reserve. (i) Shares Available For Subsequent Issuance. If any shares of Common Stock issued pursuant to a Stock Award are is forfeited back to the Company or Ordinary Shares are redeemed or repurchased or reacquired by the Company for or any reason, including Affiliate (in accordance with applicable Irish law) because of the failure to meet a contingency or condition required to vest such shares in the Participant, Ordinary Shares, then the shares Ordinary Shares that are forfeited forfeited, redeemed or repurchased or reacquired will shall revert to and again become available for issuance under the Plan. Any Notwithstanding the provisions of this Section 3(b)(i), to the extent there is issued an Ordinary Share pursuant to a Stock Award under the Plan (other than an Option or Stock Appreciation Right) and such Ordinary Share becomes available for issuance under the Plan pursuant to Section 3(a)(i) or this Section 3(b)(i), then the number of Ordinary Shares available for issuance under the Plan shall increase by 1.29 shares reacquired for each such Ordinary Share returning to the Plan prior to May 2, 2019 and 1.40 shares for each such Ordinary Share returning to the Plan on or after May 2, 2019. (ii) Shares Not Available For Subsequent Issuance. If any Ordinary Shares subject to a Stock Award are not delivered to a Participant because the Stock Award is exercised through a reduction of Ordinary Shares subject to the Stock Award (i.e., "net exercised"), the number of Ordinary Shares that are not delivered to the Participant shall not remain available for issuance under the Plan. Also, any Ordinary Shares withheld by the Company in satisfaction of tax withholding obligations on a Stock Award pursuant to Section 8(f) or withheld or tendered as consideration for the exercise of an Option or purchase price of a any other Stock Award will shall not 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 Ordinary Shares issuable under the Plan will shall be shares of authorized but unissued or reacquired Common Stock, Ordinary Shares, including shares Ordinary Shares redeemed or repurchased by the Company or any Affiliate on the open market or otherwise. otherwise, in accordance with applicable Irish Law. View More
Shares Subject to the Plan. (a) Share Reserve. 4.1 Number of Shares Reserved. Subject to adjustment as provided in Section 9(a) relating to Capitalization Adjustments, 4.3 and Section 4.5 hereof, the following sentence regarding the annual increase, the aggregate total number of shares of Common Stock that may be issued pursuant to Stock Awards will not exceed 31,520,894 shares are available for issuance under the Plan (the "Share Reserve"), which number is the sum of (i) 9,900,000 new shares, plus (ii) the number of share...s 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, Reserve") shall equal . Within 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 Reserve, 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 available for issuance as Incentive Stock Options shall equal 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 maximum number of shares available for issuance under the Plan. (b) Reversion Each share of Shares Common Stock subject to an Award shall reduce the Share Reserve. If a Reserve by one share. Any shares of Common Stock Award delivered under the Plan shall consist of authorized and unissued shares or any portion thereof (i) expires or otherwise terminates without all treasury shares. For the avoidance of doubt, except as may be required by reason of Section 422 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) Code, the number of shares of Common Stock that may be available for issuance under the Plan. If any Plan shall not be reduced by shares of Common Stock issued pursuant to 2014 Plan Option Awards. 4.2 Share Replenishment. Following the Effective Date, to the extent that an Award granted under this Plan (excluding, for the avoidance of doubt, a 2014 Plan Option Award) is canceled, expired, forfeited or surrendered without consideration or otherwise terminated without delivery of the shares of Common Stock Award are forfeited back to the Participant under the Plan, the shares of Common Stock retained by or repurchased or reacquired by returned to the Company for any reason, including because of will (i) not be deemed to have been delivered under 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 Plan, (ii) be available for issuance future Awards 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 Plan, and (iii) increase the Share Reserve and Section 9(a) relating by one share for each share that is retained by or returned to Capitalization Adjustments, the aggregate maximum number of Company. Notwithstanding the foregoing, shares of Common Stock that may be are (x) withheld from any Award granted under this Plan in payment of the exercise, base or purchase price or taxes relating to such an Award, (y) not issued pursuant to or delivered as a result of the exercise net settlement 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 any Award, or reacquired Common Stock, including shares (z) repurchased by the Company on the open market with the proceeds of a Stock Option, will be deemed to have been delivered under the Plan and will not be available for future Awards under the Plan. The payment of dividend equivalents in cash in conjunction with any outstanding Award shall not count against the Share Reserve. 5 4.3 Awards Granted to Non-Employee Directors. No Non-Employee Director may be granted, during any calendar year, Awards having a fair value (determined on the date of grant) that, when added to all cash compensation paid to the Non-Employee Director in respect of the Non-Employee Director's service as a member of the Board for such calendar year, exceeds (i) $1,000,000 in the year that such Non-Employee Director is first elected to serve as a director on the Board; and (ii) $500,000 in each subsequent year. 4.4 Adjustments. If there shall occur any change with respect to the outstanding shares of Common Stock by reason of any recapitalization, reclassification, stock dividend, extraordinary cash dividend, stock split, reverse stock split or otherwise. other distribution with respect to the shares of Common Stock or any merger, reorganization, consolidation, combination, spin-off or other corporate event or transaction or any other change affecting the Common Stock (other than regular cash dividends to stockholders of the Company), the Committee shall, in the manner and to the extent it considers appropriate and equitable to the Participants and consistent with the terms of the Plan, cause an adjustment to be made to (i) the maximum number and kind of shares of Common Stock or other securities provided in Sections 4.1 hereof, (ii) the number and kind of shares of Common Stock, units or other securities or rights subject to then outstanding Awards, (iii) the exercise, base or purchase price for each share or unit or other security or right subject to then outstanding Awards, (iv) other value determinations applicable to the Plan and/or outstanding Awards, and/or (v) any other terms of an Award that are affected by the event. Notwithstanding the foregoing, (a) any such adjustments shall, to the extent necessary to avoid additional taxes, be made in a manner consistent with the requirements of Section 409A of the Code and (b) in the case of Incentive Stock Options, any such adjustments shall, to the extent practicable, be made in a manner consistent with the requirements of Section 424(a) of the Code, unless otherwise determined by the Committee. 4.5 2014 Plan Option Awards. All 2014 Plan Option Awards are hereby assumed under the Plan as of the Effective Date. On and after the Effective Date, all 2014 Plan Option Awards shall be governed by the terms of this Plan; provided, that in the event the terms of any Award Agreement evidencing a 2014 Plan Option Award conflict with the terms of this Plan, the terms of such 2014 Plan Option Award shall control. View More
Shares Subject to the Plan. (a) Share Reserve. 4.1 Subject Shares. Subject to adjustment pursuant to Section 9(a) relating to Capitalization Adjustments, and 4.3 hereof, the following sentence regarding the annual increase, the maximum aggregate number of shares of Common Stock that may be issued pursuant to under the Plan shall be two million five hundred thousand (2,500,000) shares. Shares of Common Stock Awards will not exceed 31,520,894 issued under the Plan may be either authorized but unissued shares (the "Share Rese...rve"), which number is the sum of (i) 9,900,000 new shares, plus (ii) the number of or 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 held in the Share Reserve for such year or Company's treasury. To the extent that any Award involving the increase in the Share Reserve for such year will be a lesser number issuance of shares of Common Stock than would otherwise occur pursuant is forfeited, cancelled, returned to the preceding sentence. For clarity, Company for failure to satisfy vesting requirements or other conditions of the Share Reserve in this Section 3(a) is a limitation on the number Award, or otherwise terminates without an issuance of shares of Common Stock that may be issued pursuant to being made thereunder, 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 covered thereby will no longer be counted against the maximum share limitations and may again be available for issuance made subject to Awards under the Plan. If any Plan pursuant to such limitations. In addition, awards that are settled in cash and not in shares of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased or reacquired by shall not be counted against 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) maximum share limitations. 4.2 Incentive Stock Option Limit. Subject Notwithstanding anything to the Share Reserve and contrary in this Section 9(a) relating 4 and, subject to Capitalization Adjustments, the provisions of Section 4.3 hereof, the maximum aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will shall be 90,000,000 two million five hundred thousand (2,500,000) shares. 4.3 Adjustments. If there shall occur any change with respect to the outstanding shares of Common Stock. (d) Source Stock by reason of Shares. The any recapitalization, reclassification, stock issuable under dividend, extraordinary cash dividend, stock split, reverse stock split or other distribution with respect to the Plan will be shares of authorized but unissued or reacquired Common Stock, including or any merger, reorganization, consolidation, combination, spin-off or other similar corporate change, or any other change affecting the Common Stock, the Committee shall, in the manner and to the extent equitable to the Participants and consistent with the terms of the Plan, cause an adjustment to be made in (i) the maximum number and kind of shares repurchased provided in Section 4.1 and Section 4.2 hereof, (ii) the number and kind of shares of Common Stock, units, or other rights subject to then outstanding Awards, (iii) the exercise or base price for each share or unit or other right subject to then outstanding Awards, and (iv) any other terms of an Award that are affected by the Company on event. Notwithstanding the open market or otherwise. foregoing, any such adjustments shall, to the extent practicable, be made in a manner consistent with the requirements of Section 409A of the Code and, in the case of Incentive Stock Options, Section 424 of the Code. View More
Shares Subject to the Plan. (a) Share Reserve. (i) Subject to the provisions of this Section 3(a), 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 Ordinary Shares reserved for issuance pursuant to Stock Awards will not exceed 31,520,894 is 295,819 shares (the "Share Reserve"), which number is the sum of shall include (i) 9,900,000 new shares, plus (ii) the number of any shares subject remaini...ng for issuance pursuant to the Prior Plan's Available Reserve plus (iii) the number Plan as 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. (ii) any Returning Shares. For clarity, the Share Reserve limit in this Section 3(a) is a limitation limit 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 Awards except as provided in Section 7(a). Shares (ii) In addition, subject to compliance with Irish law shares may be issued in connection with a merger or acquisition as permitted by by, as applicable, NASDAQ Listing Marketplace Rule 5635(c) or, if applicable, 4350(i)(1)(A)(iii), NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, stock exchange rules, and such issuance will shall not reduce the number of shares Ordinary Shares available for issuance under the Plan. (b) Reversion of Shares to the Share Reserve. If a Stock Award or subject to compliance with Irish law (i) 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 Ordinary Shares issued pursuant to a Stock Award are forfeited back to or repurchased or reacquired by the Company for or any reason, including Affiliate because of the failure to meet a contingency or condition required to vest for the vesting of such shares Ordinary Shares, or (ii) any Ordinary Shares are cancelled in accordance with the Participant, cancellation and regrant provisions of Section 2(b)(vii), then the shares Ordinary Shares that are forfeited or forfeited, 3 repurchased or reacquired will canceled shall revert to and again become available for issuance under the Plan. Any shares reacquired by the Company in satisfaction of tax withholding obligations on If any Ordinary Shares subject to a Stock Award or as consideration are not delivered to a Participant because such Ordinary Shares are withheld for the exercise payment of taxes pursuant to Section 8(g) or purchase price a Stock Award is exercised through a reduction of Ordinary Shares subject to the Stock Award (i.e., "net exercised") or an appreciation distribution in respect of a Stock Appreciation Right is paid in Ordinary Shares, the number of Ordinary 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 Ordinary Shares held by the Participant (either by actual delivery or attestation), then the number of Ordinary Shares so tendered shall remain available for issuance under the Plan. 4 (c) Incentive Stock Option Limit. Subject to the Share Reserve limit in Section 3(a), and Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock Ordinary Shares that may be issued pursuant to the exercise of Incentive Stock Options will be 90,000,000 shares a number of Common Stock. Ordinary Shares equal to the number of Shares available for issuance under the Plan. (d) Source of Shares. The stock Ordinary Shares issuable under the Plan will shall be shares of authorized but unissued or reacquired Common Stock, Ordinary Shares, including shares Ordinary Shares redeemed or repurchased by the Company or any Affiliate on the open market or otherwise. otherwise, in accordance with applicable Irish law. For the avoidance of doubt, Ordinary Shares purchased by the Company in the open market or otherwise will not increase the number of Ordinary Shares available for issuance under the Plan. View More
Shares Subject to the Plan. (a) 4.1 Maximum Share Reserve. Limitations. Subject to Section 9(a) relating to Capitalization Adjustments, and 4.3 hereof, the following sentence regarding the annual increase, the maximum aggregate number of shares of Common Stock that may be issued pursuant to and sold under all Awards granted under the Plan shall be six hundred thousand (600,000) shares. Shares of Common Stock Awards will not exceed 31,520,894 issued and sold under the Plan may be either authorized but unissued shares (the "...Share Reserve"), which number is the sum of (i) 9,900,000 new shares, plus (ii) the number of or 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 held in the Share Reserve for such year or Company's treasury. To the extent that any Award involving the increase in the Share Reserve for such year will be a lesser number issuance of shares of Common Stock than would is forfeited, cancelled, returned to the Company for failure to satisfy vesting requirements or other conditions of the Award, or otherwise occur terminates without an issuance of shares of Common Stock being made thereunder, the shares of Common Stock covered thereby will no longer be counted against the foregoing maximum share limitations and may again be made subject to Awards under the Plan pursuant to such limitations. Any Awards or portions thereof that are settled in cash and not in shares of Common Stock shall not be counted against the preceding sentence. For clarity, foregoing maximum share limitations. 4 4.2 Adjustments. If there shall occur any change with respect to the Share Reserve outstanding shares of Common Stock by reason of any recapitalization, reclassification, stock dividend, extraordinary dividend, stock split, reverse stock split or other distribution with respect to the shares of Common Stock, or any merger, reorganization, consolidation, combination, spin-off or other similar corporate change, or any other change affecting the Common Stock, the Committee may, in the manner and to the extent that it deems appropriate and equitable to the Participants and consistent with the terms of the Plan, cause an adjustment to be made in (i) the maximum number and kind of shares provided in Section 4.1 hereof, (ii) the number and kind of shares of Common Stock, or other rights subject to then outstanding Awards, (iii) the exercise or base price for each share or other right subject to then outstanding Awards, and (iv) any other terms of an Award that are affected by the event. Notwithstanding the foregoing, in the case of Incentive Stock Options, any such adjustments shall, to the extent practicable, be made in a manner consistent with the requirements of Section 424(a) of the Code. 4.3 Anti-Dilution. Notwithstanding anything contained in the Plan to cover the contrary, including any adjustments discussed in this Section 3(a) is a limitation on 4, the maximum aggregate number of shares of Common Stock that may be issued pursuant to and sold under all Awards granted under the Plan. Accordingly, this Section 3(a) does Plan shall be anti-dilutive in the event of a reverse stock split by the Company and shall not limit the granting of Stock Awards except as provided result in Section 7(a). Shares may be issued any reduction 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 authorized under the Plan will be shares at the effective time of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise. such reverse stock split(s). View More
Shares Subject to the Plan. (a) 4.1 Maximum Share Reserve. Limitations. Subject to Section 9(a) relating to Capitalization Adjustments, and 4.3 hereof, the following sentence regarding the annual increase, the maximum aggregate number of shares of Common Stock that may be issued pursuant to and sold under all Awards granted under the Plan shall be three million (3,000,000) shares. Shares of Common Stock Awards will not exceed 31,520,894 issued and sold under the Plan may be either authorized but unissued shares (the "Share... Reserve"), which number is the sum of (i) 9,900,000 new shares, plus (ii) the number of or 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 held in the Share Reserve for such year or Company's treasury. To the extent that any Award involving the increase in the Share Reserve for such year will be a lesser number issuance of shares of Common Stock than would is forfeited, cancelled, returned to the Company for failure to satisfy vesting requirements or other conditions of the Award, or otherwise occur terminates without an issuance of shares of Common Stock being made thereunder, the shares of Common Stock covered thereby will no longer be counted against the foregoing maximum share limitations and may again be made subject to Awards under the Plan pursuant to such limitations. Any Awards or portions thereof that are settled in cash and not in shares of Common Stock shall not be counted against the preceding sentence. For clarity, foregoing maximum share limitations. 4 4.2 Adjustments. If there shall occur any change with respect to the Share Reserve outstanding shares of Common Stock by reason of any recapitalization, reclassification, stock dividend, extraordinary dividend, stock split, reverse stock split or other distribution with respect to the shares of Common Stock, or any merger, reorganization, consolidation, combination, spin-off or other similar corporate change, or any other change affecting the Common Stock, the Committee may, in the manner and to the extent that it deems appropriate and equitable to the Participants and consistent with the terms of the Plan, cause an adjustment to be made in (i) the maximum number and kind of shares provided in Section 4.1 hereof, (ii) the number and kind of shares of Common Stock, or other rights subject to then outstanding Awards, (iii) the exercise or base price for each share or other right subject to then outstanding Awards, and (iv) any other terms of an Award that are affected by the event. Notwithstanding the foregoing, in the case of Incentive Stock Options, any such adjustments shall, to the extent practicable, be made in a manner consistent with the requirements of Section 424(a) of the Code. 4.3 Anti-Dilution. Notwithstanding anything contained in the Plan to cover the contrary, including any adjustments discussed in this Section 3(a) is a limitation on 4, the maximum aggregate number of shares of Common Stock that may be issued pursuant to and sold under all Awards granted under the Plan. Accordingly, this Section 3(a) does Plan shall be anti-dilutive in the event of a reverse stock split by the Company and shall not limit the granting of Stock Awards except as provided result in Section 7(a). Shares may be issued any reduction 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 authorized under the Plan will be shares at the effective time of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise. such reverse stock split(s). View More
Shares Subject to the Plan. (a) Share Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, and the following sentence regarding the annual increase, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards will not exceed 31,520,894 shares 28,590,061 (the "Share Reserve"), which number is the sum of (i) 9,900,000 new shares, plus the 3,575,500 shares that were initially reserved for issuance and approved by stockholders on February 24, 2012; (ii) the number 2,540,210 sh...ares subject to the January 1, 2013 annual increase; (iii) the 2,000,000 shares that were approved by stockholders on June 5, 2013, the date of the Company's 2013 Annual Meeting of Stockholders; (iv) the 2,834,979 shares subject to the January 1, 2014 annual increase; (v) the 1,458,411 shares subject to the January 1, 2015 annual increase; (vi) the 3,039,312 shares subject to the January 1, 2016 annual increase; (vii) the 3,000,000 shares that were approved by stockholders on April 13, 2016, the date of the Company's 2016 Annual Meeting of Stockholders; (viii) the 146,739 shares subject to the Prior Plan's Available Reserve plus (iii) Reserve; and (ix) the number of shares that are Returning Shares, as such shares become available from time to time. time, in an amount not to exceed 9,994,910 shares. In addition, the Share Reserve will automatically increase on January 1st of each year, for a period of not more than ten six years, commencing on January 1st of the year following the year in which the IPO Date occurs 1, 2017 and ending on (and including) January 1, 2028, 2022, in an amount equal to 5% 7.0% of the total number of shares of Capital Stock outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. For clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan. (b) Reversion of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered by such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of Common Stock that may be available for issuance under the Plan. If any shares of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased or reacquired by the Company for any reason, including because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that are forfeited or repurchased or reacquired will revert to and again become available for issuance under the Plan. Any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award or as consideration for the exercise or purchase price of a Stock Award will again become available for issuance under the Plan. 4 (c) Incentive Stock Option Limit. Subject to the Share Reserve and Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be 90,000,000 shares of Common Stock. (d) Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise.View More
Shares Subject to the Plan. (a) 4.1 Number of Shares Reserved. Subject to adjustment as provided in Section 4.5 hereof, the total number of Shares of Common Stock that are reserved for issuance under the Plan (the "Share Reserve") shall equal [#]1 shares of Common Stock. Each share of Common Stock subject to an Award shall reduce the Share Reserve by one share; provided, however, that Awards that are required to be paid in cash pursuant to their terms shall not reduce the Share Reserve. Subject Any shares of Common Stock d...elivered under the Plan shall consist of authorized and unissued shares or treasury shares. 4.2 Share Replenishment. To the extent that an Award granted under this Plan is canceled, expired, forfeited, surrendered, settled by delivery of fewer shares of Common Stock than the number underlying the Award, as applicable, or otherwise terminated without delivery of the shares of Common Stock or payment of consideration to Section 9(a) relating the Participant under the Plan, the shares of Common Stock retained by or returned to Capitalization Adjustments, the Company will (i) not be deemed to have been delivered under the Plan, as applicable, (ii) be available for future Awards under the Plan, and (iii) increase the following sentence regarding Share Reserve by one share for each share that is retained by or returned to the annual increase, Company. Notwithstanding the aggregate number of foregoing, 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 are (a) withheld from an Award in payment 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 or taxes relating to such an Award or (b) not issued or delivered as a result of a the net settlement of an outstanding Stock Award Option or Stock Appreciation Right under the Plan, as applicable, shall be deemed to constitute delivered shares of Common Stock and will again become not be available for issuance future Awards under the Plan. 4 (c) Incentive Stock Option Limit. Subject 1 TBD. 5 4.3 Awards Granted to Eligible Persons Other Than Non-Employee Directors. For purposes of complying with the Share Reserve and requirements of Section 9(a) relating to Capitalization Adjustments, 162(m) of the aggregate Code, the maximum number of shares of Common Stock that may be issued pursuant subject to (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock Awards that vest in full or in part based on the attainment of Performance Goals, and (iv) Restricted Stock Units that vest in full or in part based on the attainment of Performance Goals, that are granted to any Eligible Person other than a Non-Employee Director during any calendar year shall be limited to [#]2 shares of Common Stock for each such Award type individually (subject to adjustment as provided in Section 4.5 hereof). 4.4 Awards Granted to Non-Employee Directors. The maximum number of shares of Common Stock that may be subject to Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units and Stock Awards granted to any Non-Employee Director during any calendar year shall be limited to an amount equal to [$]3 for all such Award types in the aggregate (subject to adjustment as provided in Section 4.5 hereof). 4.5 Adjustments. If there shall occur any change with respect to the outstanding shares of Common Stock by reason of any recapitalization, reclassification, stock dividend, extraordinary dividend, stock split, reverse stock split or other distribution with respect to the shares of Common Stock or any merger, reorganization, consolidation, combination, spin-off or other similar corporate change or any other change affecting the Common Stock (other than regular cash dividends to stockholders of the Company), the Committee shall, in the manner and to the extent it considers appropriate and equitable to the Participants and consistent with the terms of the Plan, cause an adjustment to be made to (i) the maximum number and kind of shares of Common Stock provided in Sections 4.1, 4.3 and 4.4 hereof (including the maximum number of shares of Common Stock that may become payable to a Participant provided in Sections 4.3 and 4.4 hereof), (ii) the number and kind of shares of Common Stock, units or other rights subject to then outstanding Awards, (iii) the exercise or base price for each share or unit or other right subject to then outstanding Awards, (iv) the maximum amount that may become payable to a Participant under Cash Performance Awards provided in Section 10.1 hereof, (v) other value determinations applicable to the Plan and/or outstanding Awards, and (vi) any other terms of an Award that are affected by the event. Notwithstanding the foregoing, (a) any such adjustments shall, to the extent necessary, be made in a manner consistent with the requirements of Section 409A of the Code and (b) in the case of Incentive Stock Options will Options, any such adjustments shall, to the extent practicable, be 90,000,000 shares made in a manner consistent with the requirements of Common Stock. (d) Source Section 424(a) 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. Code. View More
