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. 4.1 Number of Shares Reserved. Subject to adjustment as provided in Section 9(a) relating to Capitalization Adjustments, and 4.5 hereof, the following sentence regarding the annual increase, the aggregate total number of shares of Common Stock that may are reserved for issuance under the Plan shall be issued pursuant to Stock Awards will not exceed 31,520,894 shares 1,200,000 (the "Share Reserve"), which number is the sum Reserve"). Each share of (i) 9,900,000 new shares, plus... (ii) the number of shares Common Stock 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, an Award shall reduce the Share Reserve will automatically increase on January 1st of each year, for a period of by one share; provided that Awards that are required to be paid in cash pursuant to their terms shall 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 reduce the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of Reserve. Any shares of Common Stock delivered 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 than would the number underlying the Award or otherwise occur pursuant terminated without delivery of the shares to the preceding sentence. For clarity, Participant, the Share Reserve in this Section 3(a) is a limitation on the number of shares of Common Stock that may be issued pursuant retained by or returned to the Plan. Accordingly, this Section 3(a) does Company will (i) 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 deemed to have been delivered 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 Plan, (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 future Awards under the Plan. If any shares Plan, and (iii) increase the Share Reserve by one share for each share that is retained by or returned to the Company. For the avoidance 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 doubt, shares that are forfeited (i) withheld from an Award or repurchased or reacquired will revert to and again become available for issuance under the Plan. Any shares reacquired separately surrendered by the Company Participant in satisfaction payment 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 (ii) not issued or delivered as a result of a Stock Award the net settlement of an outstanding stock option or stock appreciation right shall not be deemed to constitute delivered shares and will again become be available for issuance future Awards under the Plan. 4 (c) Incentive Stock Option Limit. Subject 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 200,000 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 50,000 shares of Common Stock 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 shareholders of the Company), the Committee shall, in the manner and 5 to the extent it considers 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 10.6 hereof and (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, 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
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 4,532,523 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 St...ock delivered 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, will again become be deemed to have been delivered under the Plan and will not be available for issuance future Awards under the Plan. 4 (c) Incentive Stock Option Limit. Subject 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 450,000 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. 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 during the same calendar year, exceeds $750,000. 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
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, and 4.5 hereof, the following sentence regarding the annual increase, the aggregate total number of shares of Common Stock that may are reserved for issuance under the Plan shall 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 subje...ct 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 5,900,000 shares of Common Stock than would otherwise occur pursuant (the "Share Reserve"). Each share of Common Stock subject to the preceding sentence. For clarity, an Award shall reduce the Share Reserve by one share; provided that Awards that are required to be paid in this Section 3(a) is a limitation on cash pursuant to their terms shall not reduce the number of Share Reserve. Any shares of Common Stock delivered under the Plan shall consist of authorized and unissued shares or treasury shares. 4.2 Share Replenishment. To the extent that may be issued pursuant to the Plan. Accordingly, an Award granted under this Section 3(a) does not limit the granting Plan is canceled, expired, forfeited, surrendered, settled by delivery 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 fewer shares than the number of shares available for issuance under underlying the Plan. (b) Reversion of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates terminated without all delivery of the shares covered by such Stock Award having been issued or (ii) is settled in cash (i.e., to the Participant receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) Participant, the number of shares of Common Stock that may retained by or returned to the Company will (i) not be deemed to have been delivered under the Plan, (ii) be available for issuance future Awards under the Plan. If any shares of Common Stock issued pursuant Plan, and (iii) increase the Share Reserve by one share for each share that is retained by or returned to a Stock Award are forfeited back to or repurchased or reacquired by the Company for any reason, including because of Company. Notwithstanding the failure to meet a contingency or condition required to vest such shares in the Participant, then the foregoing, 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 (i) withheld from an Award in satisfaction payment 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 (ii) not issued or delivered as a result of a Stock Award the net settlement of an outstanding stock option or stock appreciation right shall be deemed to constitute delivered shares and will again become not be available for issuance future Awards under the Plan. 4 (c) Incentive Stock Option Limit. Subject 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 7,500,000 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 7,500,000 shares of Common Stock 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, stock purchase or other similar corporate change or any other change affecting the Common Stock (other than regular cash dividends to shareholders 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 10.6 hereof and (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, 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
Shares Subject to the Plan. (a) Share Reserve. Subject to Section 9(a) the provisions of subsection 11(a) relating to Capitalization Adjustments, and adjustments upon changes in Common Stock, the following sentence regarding the annual increase, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards will shall not exceed 31,520,894 in the aggregate 17,750,000 shares (the "Share Reserve"), of Common Stock, which number is the sum consists 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 3,500,000 shares of Common Stock than would otherwise occur pursuant to initially reserved for issuance under the preceding sentence. For clarity, the Share Reserve in this Section 3(a) is a limitation on the number of Plan plus (ii) 600,000 shares of Common Stock that may be issued pursuant approved by the Board in February 2012 and subsequently approved by the Company's stockholders plus (iii) 7,000,000 shares of Common Stock approved by the Board in February 2013 and subsequently approved by the Company's stockholders plus (iv) 2,150,000 shares of Common Stock approved by the Board in January 2016 and subsequently approved by the Company's stockholders plus (v) 4,500,000 shares of Common Stock approved by the Board in January 2016 and subsequently approved by the Company's stockholders. (b) Subject 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 subsection 4(c), the number of shares available for issuance under the Plan. (b) Reversion Plan shall be reduced by: (i) one (1) share for each share of Shares stock issued pursuant to the Share Reserve. If (A) an Option granted under Section 6, or (B) a Stock Award or any portion thereof (i) expires or otherwise terminates without all Appreciation Right granted under subsection 7(d) with respect to which the strike price is at least one hundred percent (100%) of the shares covered by such Stock Award having been issued or (ii) is settled in cash (i.e., Fair Market Value of the Participant receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of underlying Common Stock that may be available on the date of grant; and (ii) one and sixty-four hundredths (1.64) shares for issuance under the Plan. If any shares each share of Common Stock issued pursuant to a Stock Bonus Award, Restricted Stock Award, Stock Unit Award or Performance Stock Award. (c) Reversion of Shares to the Share Reserve. (i) Shares Available For Subsequent Issuance. If any (i) Stock Award shall for any reason expire or otherwise terminate, in whole or in part, without having been exercised in full, (ii) shares of Common Stock issued to a Participant pursuant to a Stock Award are forfeited back to or repurchased or reacquired by the Company for Company, including any reason, including because of repurchase or forfeiture caused by the failure to meet a contingency or condition required to vest for the vesting of such shares shares, 5 or (iii) Stock Award is settled in the Participant, cash, 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 shares reacquired by To the Company in satisfaction extent there is issued a share of tax withholding obligations on Common Stock pursuant to a Stock Award or that counted as consideration one and sixty-four hundredths (1.64) shares against the number of shares available for issuance under the exercise or purchase price Plan pursuant to subsection 4(b) and such share of Common Stock again becomes available for issuance under the Plan pursuant to this subsection 4(c)(i), then the number of shares of Common Stock available for issuance under the Plan shall increase by one and sixty-four hundredths (1.64) shares. (ii) Shares Not Available For Subsequent Issuance. If any shares subject to a Stock Award will again become are not delivered to a Participant because the Stock Award is exercised through a reduction of shares subject to the Stock Award (i.e., "net exercised"), the number of shares that are not delivered to the Participant shall not remain available for issuance under the Plan. 4 (c) Incentive If any shares subject to a Stock Award are not delivered to a Participant because such shares are withheld in satisfaction of the withholding of taxes incurred in connection with the exercise of an Option Limit. Subject or stock appreciation right, or the issuance of shares under a stock bonus award, restricted stock award or stock unit award, the number of shares that are not delivered to the Share Reserve and Section 9(a) relating to Capitalization Adjustments, Participant shall not remain available for subsequent issuance under the aggregate maximum number Plan. If the exercise price of any Stock Award is satisfied by tendering shares of Common Stock that may be issued pursuant to held by the exercise Participant (either by actual delivery or attestation), then the number of Incentive Stock Options will be 90,000,000 shares of Common Stock. so tendered shall not remain available for subsequent issuance under the Plan. (d) Source of Shares. The stock issuable under shares of Common Stock subject to the Plan will may be unissued shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company shares, bought on the open market or otherwise. View More
Shares Subject to the Plan. (a) Share Reserve. Subject to 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"), [________] shares, which number is the sum of of: (i) 9,900,000 [________] new shares, plus (ii) a number of shares of Common Sto...ck equal to the number of shares subject to the Prior Plan's Available 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 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, 2021 and ending on (and including) January 1, 2028, 2030, in an amount equal to 5% [__]% of the total number of shares of Capital Common Stock outstanding on December 31st 31 of the preceding calendar year. Notwithstanding the foregoing, year; provided, however, that the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of shares of Common Stock. (b) Aggregate Incentive Stock than would otherwise occur Option Limit. Notwithstanding anything to the contrary in Section 2(a) and subject to any adjustments as necessary to implement any Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the preceding sentence. exercise of Incentive Stock Options is [_________] shares. (c) Share Reserve Operation. (i) Limit Applies to Common Stock Issued Pursuant to Awards. For clarity, the Share Reserve in this Section 3(a) is a limitation limit on the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) Awards and does not limit the granting of Awards, except that the Company will keep available at all times the number of shares of Common Stock Awards except as provided in Section 7(a). reasonably required to satisfy its obligations to issue shares pursuant to such Awards. Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ by, as applicable, Nasdaq Listing Rule 5635(c) or, if applicable, 5635(c), NYSE Listed Company Manual Section 303A.08, AMEX NYSE American Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan. (b) Reversion (ii) Actions that Do Not Constitute Issuance of Shares Common Stock and Do Not Reduce Share Reserve. The following actions do not result in an issuance of shares under the Plan and accordingly do not reduce the number of shares subject to the Share Reserve. If a Stock Award Reserve and available for issuance under the Plan: (1) the expiration or termination of any portion thereof (i) expires or otherwise terminates of an Award without all of the shares covered by such Stock portion of the Award having been issued or (ii) is settled issued, (2) the settlement of any portion of an Award in cash (i.e., the Participant receives cash rather than stock), such expiration, termination Common Stock), (3) the withholding of shares that would otherwise be issued by the Company to satisfy the exercise, strike or settlement will not reduce (or purchase price of an Award; or (4) the withholding of shares that would otherwise offset) be issued by the number Company to satisfy a tax withholding obligation in connection with an Award. (iii) Reversion of Previously Issued Shares of Common Stock to Share Reserve. The following shares of Common Stock that may previously issued pursuant to an Award and accordingly initially deducted from the Share Reserve will be added back to the Share Reserve and again become available for issuance under the Plan. If Plan: (1) any shares of Common Stock issued pursuant to a Stock Award that are forfeited back to or repurchased or reacquired by the Company for any reason, including because of the a failure to meet a contingency or condition required to vest for the vesting of such shares in the Participant, then the shares; (2) any shares that are forfeited or repurchased or reacquired will revert to and again become available for issuance under the Plan. Any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award or as consideration for to satisfy the exercise exercise, strike or purchase price of a Stock Award will again become available for issuance under the Plan. 4 (c) Incentive Stock Option Limit. Subject to the Share Reserve an Award; and Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of (3) any shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be 90,000,000 shares of Common Stock. (d) Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or are reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise. to satisfy a tax withholding obligation in connection with an Award. View More
Shares Subject to the Plan. (a) Share Reserve. 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 Ordinary Shares that may be issued pursuant to Stock Awards will shall not exceed 31,520,894 shares (the "Share Reserve"), which number is 2,336,632 shares. (b) Aggregate Incentive Stock Option Limit. Notwithstanding anything to t...he sum of (i) 9,900,000 new shares, plus (ii) contrary in Section 2(a) and subject to any adjustments as necessary to implement any Capitalization Adjustments, the aggregate maximum 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 Ordinary Shares that may be issued pursuant to the Plan. Accordingly, this Section 3(a) exercise of Incentive Stock Options is 2,336,632 shares. (c) Share Reserve Operation. (i) Limit Applies to Ordinary Shares Issued Pursuant to Awards. For clarity, the Share Reserve is a limit on the number of Ordinary Shares that may be issued pursuant to Awards and does not limit the granting of Stock Awards Awards, except as provided in Section 7(a). that the Company shall keep available at all times the number of Ordinary Shares reasonably required to satisfy its obligations to issue shares pursuant to such Awards. Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ by, as applicable, Nasdaq Listing Rule 5635(c) or, if applicable, 5635(c), NYSE Listed Company Manual Section 303A.08, AMEX NYSE American Company Guide Section 711 or other applicable rule, and such issuance will shall not reduce the number of Ordinary Shares available for issuance under the Plan. (ii) Actions that Do Not Constitute Issuance of Ordinary Shares and Do Not Reduce Share Reserve. The following actions do not result in an issuance of Ordinary Shares under the Plan and accordingly do not reduce the number of shares subject to the Share Reserve and available for issuance under the Plan. (b) Reversion Plan: (1) the expiration or termination of Shares to the Share Reserve. If a Stock Award or 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 or settlement will not reduce (or otherwise offset) Ordinary Shares), (3) the number withholding of shares that would otherwise be issued by the Company to satisfy the exercise, strike or purchase price of Common Stock an Award, or (4) the withholding of shares that may would otherwise be issued by the Company to satisfy a tax withholding obligation in connection with an Award. (iii) Reversion of Previously Issued Ordinary Shares to Share Reserve. The following Ordinary Shares previously issued pursuant to an Award and accordingly initially deducted from the Share Reserve shall be added back to the Share Reserve and again become available for issuance under the Plan. If Plan: (1) any shares of Common Stock issued pursuant to a Stock Award that are forfeited back to or repurchased or reacquired by the Company for any reason, including because of the a failure to meet a contingency or condition required to vest for the vesting of such shares in the Participant, then the shares, (2) any shares that are forfeited or repurchased or reacquired will revert to and again become available for issuance under the Plan. Any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award or as consideration for to satisfy the exercise exercise, strike or purchase price of a Stock Award will again become available for issuance under the Plan. 4 (c) Incentive Stock Option Limit. Subject to the Share Reserve an Award, and Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of (3) any shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be 90,000,000 shares of Common Stock. (d) Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or are reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise. to satisfy a tax withholding obligation in connection with an Award. View More
Shares Subject to the Plan. (a) Share Reserve. (i) Subject to 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 from and after the IPO Date is 1,018,459 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 remaining for issuance pursuant to the Prior Plan's Available Reserve plus (iii) Plan as of the number of shares that are IPO Date and (ii) any Returning Shares, as such shares become available from time to time. Shares. (ii) In addition, the Share Reserve will automatically Board may approve an increase on January 1st of each year, year for a period of not more than ten years, (10) years commencing on January 1st of the year following the year in which the IPO Date occurs 1, 2019 and ending on (and including) January 1, 2028, in 2028 of an amount equal up to 5% 4% of the total number of shares of Capital Stock Ordinary Shares 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 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 3 (iii) 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)(x), then the shares Ordinary Shares that are forfeited or forfeited, 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 three (3) times the Share Reserve as of the IPO Date. (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. 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 twelve million six hundred seventy three thousand three hundred ninety eight (12,673,398) shares (the "Share Reserve"), which number Reserve"). 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 sum of (i) 9,900,000 new shares, plus (ii) the number of shares subject to the Prior Plan's Available Reserve plus (iii) the number of shares that are Returning Shares, as such shares become available from time to time. In addition, the Share Reserve will automatically increase on January 1st of each year, for a period of not more than ten years, commencing on January 1st holder of the year following Stock Award receives cash rather than stock), such expiration, termination or settlement shall not reduce (or otherwise offset) the year in which the IPO Date occurs and ending on (and including) January 1, 2028, in an amount equal to 5% of the total number of shares of Capital Stock outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of shares of Common Stock than would otherwise occur that may be issued pursuant to the preceding sentence. Plan. For clarity, the Share Reserve limitation in this Section 3(a) is a limitation on in the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan. (b) Reversion of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered by such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of Common Stock that may be available for issuance under the Plan. If any shares of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased or reacquired by the Company for any reason, including because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that which are forfeited or repurchased or reacquired will shall revert to and again become available for issuance under the Plan. Any Also, any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award pursuant to Section 8(g) or as consideration for the exercise or purchase price of a Stock Award will an Option shall again become available for issuance under the Plan. 4 Notwithstanding the provisions of this Section 3(b), any such shares shall not be subsequently issued pursuant to the exercise of Incentive Stock Options. (c) Incentive Stock Option Limit. Subject Notwithstanding anything to the Share Reserve and contrary in this Section 3(c), subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will shall be 90,000,000 twenty-two million five hundred thousand (22,500,000) shares of Common Stock. (d) Source of Shares. The stock issuable under the Plan will shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise. 4 4. ELIGIBILITY. (a) Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a "parent corporation" or "subsidiary corporation" thereof (as such terms are defined in Sections 424(e) and (f) of the Code). Stock Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, Nonstatutory Stock Options and SARs may not be granted to Employees, Directors and Consultants who are providing Continuous Service only to any "parent" of the Company, as such term is defined in Rule 405, unless the stock underlying such Stock Awards is treated as "service recipient stock" under Section 409A of the Code because the Stock Awards are granted pursuant to a corporate transaction (such as a spin off transaction) or unless such Stock Awards comply with the distribution requirements of Section 409A of the Code. (b) Ten Percent Stockholders. A Ten Percent Stockholder shall not be granted an Incentive Stock Option unless the exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant. (c) Consultants. A Consultant shall not be eligible for the grant of a Stock Award if, at the time of grant, either the offer or the sale of the Company's securities to such Consultant is not exempt under Rule 701 because of the nature of the services that the Consultant is providing to the Company, because the Consultant is not a natural person, or because of any other provision of Rule 701, unless the Company determines that such grant need not comply with the requirements of Rule 701 and will satisfy another exemption under the Securities Act as well as comply with the securities laws of all other relevant jurisdictions. 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, and 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 reserved 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 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 Reserve") shall equal 13,500,000 and ending on (and including) January 1, 2028, in an amount equal to 5% of the total number of shares of Capital Common Stock outstanding on December 31st available for issuance as Incentive Stock Options shall be 13,500,000. 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. Any shares of Common Stock delivered 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 preceding calendar year. shares of Common Stock or payment of consideration to the Participant under the Plan, the shares of Common Stock retained by or returned to 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 Share Reserve by one share for each share that is retained by or returned to the Company. Notwithstanding the foregoing, shares of Common Stock that are (a) withheld from an Award in payment of the Board may act prior exercise, base or purchase price or taxes relating to January 1st such an Award or (b) not issued or delivered as a result of a given year to provide that there the net settlement of an outstanding Stock Option or Stock Appreciation Right under the Plan, as applicable, will be no January 1st increase deemed to have been delivered under the Plan and will not be available for future Awards under the Plan. 4.3 Reserved. 4.4 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 during the same calendar year, exceeds $600,000, or for the Non-Executive Chairman of the Board, $750,000. 4 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 Share Reserve for such year or that manner and to the increase in extent it considers appropriate and equitable to the Share Reserve for such year will Participants and consistent with the terms of the Plan, cause an adjustment to be a lesser made to (i) the maximum number and kind of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. For clarity, the Share Reserve provided in this Section 3(a) is a limitation on Sections 4.1 and 4.3 hereof, (ii) the number and kind 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 Stock, units or other applicable rule, and such issuance will not reduce rights subject to then outstanding Awards, (iii) 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 exercise, base or purchase price of a Stock Award will again become available for issuance under the Plan. 4 (c) Incentive Stock Option Limit. Subject each share or unit or other right subject to then outstanding Awards, (iv) other value determinations applicable to the Share Reserve and Section 9(a) relating to Capitalization Adjustments, Plan and/or outstanding Awards, and/or (v) any other terms of an Award that are affected by the aggregate maximum number of shares of Common Stock that may be issued pursuant event. Notwithstanding the foregoing, (a) any such adjustments shall, to the exercise 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 Code, unless otherwise determined by the Company on the open market or otherwise. Committee. 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 4.4 hereof, the following sentence regarding the annual increase, the aggregate total number of shares of Common Stock that may are available for issuance under the Plan (the "Share Reserve") shall equal 45,000,000 shares. Each share of Common Stock subject to an Award shall reduce the Share Reserve by one share; provided, however, that Award...s that are required to be issued paid in cash pursuant to their terms shall not reduce the Share Reserve. Any shares of Common Stock delivered 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 1the number underlying the Award, as applicable, or otherwise terminated without delivery of the shares of Common Stock or payment of consideration to the Participant under the Plan, the shares of Common Stock retained by or returned to the Company will (i) not be deemed to have been delivered under the Plan, as applicable, (ii) be available for future Awards will not exceed 31,520,894 shares (the "Share Reserve"), which number is under the sum of (i) 9,900,000 new shares, plus (ii) Plan, and (iii) increase the Share Reserve by the applicable number of shares subject set forth in Section 4.1 for each share that is retained by or returned to the Prior Plan's Available Reserve plus (iii) Company. Without limiting the number generality of the foregoing, shares of Common Stock that are Returning Shares, as withheld from an Award in payment or net settlement of the exercise, base or purchase price or taxes relating to such an Award, such shares become will be deemed not to have been delivered under the Plan and will continue to be available from time for future Awards. 4.3 Adjustments. If there shall occur any change with respect to time. In addition, the Share Reserve will automatically increase on January 1st outstanding shares of each year, for a period Common Stock by reason of not more any recapitalization, reclassification, stock dividend, extraordinary cash 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 corporate event or transaction or any other change affecting the Common Stock (other than ten years, commencing on January 1st regular cash dividends to stockholders of the year following Company), the year Committee shall, in which the IPO Date occurs manner and ending on (and including) January 1, 2028, in an amount equal to 5% the extent it considers appropriate and equitable to the Participants and consistent with the terms of the total Plan, cause an adjustment to be made to (i) the maximum 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 and kind of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. For clarity, the Share Reserve provided in this Section 3(a) is a limitation on 4.1 hereof, (ii) the number and kind 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 Stock, units or other applicable rule, and such issuance will not reduce securities or rights subject to then outstanding Awards, (iii) 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 exercise, base or purchase price of a Stock Award will again become available for issuance under the Plan. 4 (c) Incentive Stock Option Limit. Subject 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) 1 Fixed number equal to original Share Reserve and Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant Reserve. 5 any such adjustments shall, to the exercise 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 Code, unless otherwise determined by the Company on the open market or otherwise. Committee. View More
