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, 4.2 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 2.3 million shares. Each share of Common Stock subject to an Award shall reduce the Share Reserve by one share; provided, however, that Awar...ds 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 the 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 5 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. (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 16,000,000 shares (the "Share Reserve"), which number is the sum of shall include (i) 9,900,000 new shares, plus (ii) the numbe...r 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 Section 9(a) relating to Capitalization Adjustments, and the following sentence regarding the annual increase, the aggregate number of shares of Common Stock of the Company that may be issued pursuant to Stock Awards will after the Effective Date shall not exceed 31,520,894 shares (the "Share Reserve"), which number is the sum of (i) 9,900,000 new shares, plus (ii) the number of shares subject to the Prior Plan's Available Reserve plus (iii) the number of shares tha...t are Returning Shares, as such shares become available from time to time. In addition, the Share Reserve will automatically increase on January 1st of each year, for a period of not more than ten years, commencing on January 1st of the year following the year in which the IPO Date occurs and ending on (and including) January 1, 2028, in an amount equal to 5% of the total number of shares of Capital Stock outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. 23,500,0001 shares. For clarity, the Share Reserve limitation in this Section 3(a) is a limitation on in the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan. (b) Reversion of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered by such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of Common Stock that may be available for issuance under the Plan. If any shares of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased or reacquired by the Company for any reason, including because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that which are forfeited or repurchased or reacquired will shall revert to and again become available for issuance under the Plan. Any Also, any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award pursuant to Section 8(g) or as consideration for the exercise or purchase price of a Stock Award will an Option shall again become available for issuance under the Plan. 4 (c) Incentive Furthermore, if a Stock Option Limit. Subject to Award (i) expires or otherwise terminates without having been exercised in full or (ii) is settled in cash (i.e., the Share Reserve and Section 9(a) relating to Capitalization Adjustments, holder of the aggregate maximum Stock Award receives cash rather than stock), such expiration, termination or settlement shall not reduce (or otherwise offset) the number of shares of Common Stock 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 will be 90,000,000 Options. 1 This is the sum of (i) 6,340,508 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 originally approved by the Company on Company's stockholders in December 2015 (adjusted for the open market or otherwise. reverse stock split in connection with the Company's initial public offering), plus (ii) 2,159,492 shares approved by the Company's stockholders in June 2017, plus (iii) 5,000,000 shares approved by the Company's stockholders in April 2018, plus (iv) 5,000,000 shares approved by the Company's stockholders in November 2018, plus (v) 5,000,000 new shares. View More
Shares Subject to the Plan. (a) Share Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, and the following sentence regarding the annual increase, the aggregate number of shares of Common Stock of the Company that may be issued pursuant to Stock Awards will after the Effective Date shall not exceed 31,520,894 shares (the "Share Reserve"), which number is the sum of (i) 9,900,000 new shares, plus (ii) the number of shares subject to the Prior Plan's Available Reserve plus (iii) the number of shares tha...t are Returning Shares, as such shares become available from time to time. In addition, the Share Reserve will automatically increase on January 1st of each year, for a period of not more than ten years, commencing on January 1st of the year following the year in which the IPO Date occurs and ending on (and including) January 1, 2028, in an amount equal to 5% of the total number of shares of Capital Stock outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. 75,008,088 shares. For clarity, the Share Reserve limitation in this Section 3(a) is a limitation on in the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c) or, 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) (a) Reversion of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered by such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of Common Stock that may be available for issuance under the Plan. If any shares of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased or reacquired by the Company for any reason, including because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that which are forfeited or repurchased or reacquired will shall revert to and again become available for issuance under the Plan. Any Also, any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award pursuant to Section 8(g) or as consideration for the exercise or purchase price of a Stock Award will an Option shall again become available for issuance under the Plan. 4 (c) 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 Common Stock 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. (b) 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 75,008,088 shares of Common Stock. (d) (c) Source of Shares. The stock issuable under the Plan will shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market market. -4- 4. ELIGIBILITY. (a) Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or otherwise. 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. (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 of the Common Stock 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 of the Securities Act ("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. 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 13,250,000 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 (iii) 2,150,000 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. 5 (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, 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 the provisions of Section 9(a) 10(a) relating to Capitalization Adjustments, and the following sentence regarding the annual increase, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards will shall not exceed 31,520,894 shares (the "Share Reserve"), which number is the sum of (i) 9,900,000 new shares, plus (ii) the number of shares subject to the Prior Plan's Available Reserve plus (iii) the number of shares that are Returning ...Shares, as such shares become available from time to time. In addition, the Share Reserve will automatically increase on January 1st of each year, for a period of not more than ten years, commencing on January 1st of the year following the year in which the IPO Date occurs and ending on (and including) January 1, 2028, in an amount equal to 5% of the total number of shares of Capital Stock outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of aggregate 18,871,272 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. Stock. 7 (b) Reversion of Shares to the Share Reserve. If a any Stock Award or shall for any portion thereof (i) expires reason expire or otherwise terminates terminate, in whole or in part, without all of the shares covered by such Stock Award having been issued exercised in full, or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of Common Stock that may be available for issuance under the Plan. If if any shares of Common Stock issued to a Participant pursuant to a Stock Award are forfeited back to or repurchased or reacquired by the Company for any reason, including because of or in connection with the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that are of Common Stock not acquired, such Stock Award or the shares of Common Stock forfeited or repurchased or reacquired will under such Stock Award shall revert to and again become available for issuance under the Plan. Any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award or as consideration for the exercise or purchase price of a Stock Award will again become available for issuance under the Plan. 4 (c) Incentive Stock Option Limit. Subject Plan; provided, however, that subject to the Share Reserve and provisions of Section 9(a) 10(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of as Incentive Stock Options will shall be 90,000,000 twice the number of shares of Common Stock. (d) reserved under the Plan at any particular time. (c) Source of Shares. The stock issuable under the Plan will shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market market. (d) Share Reserve Limitation. To the extent required by Section 260.140.45 of Title 10 of the California Code of Regulations, the total number of shares of Common Stock issuable upon exercise of all outstanding Options and the total number of shares of Common Stock provided for under any stock bonus or otherwise. similar plan of the Company shall not exceed the applicable percentage as calculated in accordance with the conditions and exclusions of Section 260.140.45 of Title 10 of the California Code of Regulations, based on the shares of Common Stock of the Company that are outstanding at the time the calculation is made. View More
Shares Subject to the Plan. (a) Share Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, and the following sentence regarding the annual increase, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards will not exceed 31,520,894 42,079,496 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 sha...res become available from time to time. In addition, the Share Reserve will automatically increase on January 1st of each year, for a period of not more than ten years, commencing on January 1st of the year following the year in which the IPO Date occurs and ending on (and including) January 1, 2028, in an amount equal to 5% of the total number of shares of Capital Stock outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. Reserve"). For clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) the Share Reserve does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the 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 Shares will return to the shares covered by such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), such expiration, termination or settlement Plan, and will not reduce (or otherwise offset) the number of shares of Common Stock that may be available for issuance under the Plan. If Plan, if the Award, or any portion thereof: (i) expires or otherwise terminates without all of the shares of Common Stock issued pursuant to a Stock covered by such Award are having been issued; (ii) is settled in cash (i.e., the Participant receives cash rather than stock); (iii) is forfeited back to or repurchased or reacquired by the Company for any reason, including because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that are forfeited or repurchased or reacquired will revert to and again become available for issuance under the Plan. Any shares Participant; (iv) is reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award or as consideration for the exercise or purchase price of a Stock an Award will again become available (provided, for issuance under clarity, such shares are treated as having been issued, and then returned to the Plan. 4 Plan). (c) Incentive Stock Option Limit. Subject to the Share Reserve and Section 9(a) Plan provisions relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be 90,000,000 equal to 53,655,600 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. 3 4. ELIGIBILITY. (a) Eligibility for Specific 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 424(f) of the Code). Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants. However, that Awards 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 (i) the stock underlying such Awards is treated as "service recipient stock" under Section 409A (for example, because the Awards are granted pursuant to a corporate transaction, such as a spin off transaction) or (ii) the Company, in consultation with its legal counsel, has determined that such Awards are otherwise exempt from or alternatively comply with the distribution requirements of Section 409A. (b) Ten Percent Stockholders. A Ten Percent Stockholder will 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. 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 Shares that may be issued pursuant to Stock Share Awards following the Merger will not exceed 31,520,894 shares (the "Share Reserve"), which number is the sum of exceed: (i) 9,900,000 new shares, 6,189,501 Shares1, plus (ii) the number of shares Shares subject to the Prior 2015 Plan's Available Reserve Reserve,... plus (iii) the number of shares Shares that are Returning Shares, as such shares become available from time to time. In addition, time (collectively, the Share Reserve will automatically increase on January 1st "Share Reserve"). The issuance 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 Substitute 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 (i) Shares Available for Subsequent Issuance. The following Shares will become available again for issuance under the Plan: (A) any shares subject to a Stock Share Award that are not issued because such Share Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered by such Stock Share Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), 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 issued; (B) any shares of Common Stock issued pursuant to a Stock Share Award that are forfeited back to or repurchased or reacquired by the Company for any reason, including because of the failure to meet a contingency or condition required to vest for the vesting of such shares. 1 Reflects the conversion of the contingent stock rights at 1.8006 Menlo shares in the Participant, then the shares that are forfeited or repurchased or reacquired for each Foamix ordinary share. 3 (ii) Shares Not Available for Subsequent Issuance. The following Shares will revert to and again not become available again for issuance under the Plan. Any Plan: (A) any shares that are reacquired or withheld (or not issued) by the Company in satisfaction of tax withholding obligations on a Stock Award or as consideration for to satisfy the exercise exercise, strike or purchase price of a Stock Share Award will again become available for issuance granted under the Plan. 4 Plan or a share award granted under the Prior Plans (including any shares subject to such award that are not delivered because such award is exercised through a reduction of shares subject to such award (i.e., "net exercised")); (B) any shares that are reacquired or withheld (or not issued) by or otherwise tendered or remitted to the Company to satisfy a tax withholding obligation in connection with a Share Award granted under the Plan or a share award granted under the Prior Plans; (C) any shares repurchased by the Company on the open market with the proceeds of the exercise, strike or purchase price of a Share Award granted under the Plan or a share award granted under the Prior Plans; and (D) in the event that a Share Appreciation Right granted under the Plan or a share appreciation right granted under the 2015 Plan is settled in Shares, the gross number of Shares subject to such award. (c) Incentive Stock Share Option Limit. Subject to the Share Reserve and provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock Shares that may be issued pursuant to the exercise of Incentive Stock Share Options will be 90,000,000 shares equal to 20,197,873. (d) Limitation on Grants to Non-Employee Directors. The (i) maximum number of Common Stock. (d) Shares subject to Share Awards granted under the Plan or otherwise during any one calendar year (beginning with the 2018 calendar year) to any Non-Employee Director, taken together with the (ii) cash fees paid by the Company to such Non-Employee Director during such calendar year, and in both cases for service on the Board, will not exceed the amounts set forth in the Company's shareholder-approved compensation policy. (e) Source of Shares. The stock shares issuable under the Plan will be shares Shares of authorized but unissued or reacquired Common Stock, Shares, including shares Shares repurchased by the Company on the open market or otherwise. View More
Shares Subject to the Plan. (a) Share Reserve. Subject to adjustment in accordance with Section 9(a) relating 2(c) and any adjustments as necessary to implement any Capitalization Adjustments, and the following sentence regarding the annual increase, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards will not exceed 31,520,894 shares (the "Share Reserve"), ________ shares, which number is the sum of of: (i) 9,900,000 ________ new shares, plus (ii) the a number of shares subject of Co...mmon Stock equal to the Prior Plan's Available Reserve Reserve, plus (iii) a number of shares of Common Stock equal to 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 (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 shares (the "Share Reserve"), which number is in the sum of (i) 9,900,000 new shares, plus (ii) the number of shares subject to the Prior Plan's Avai...lable 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 aggregate 2,197,460 shares of Capital Class A 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 and 200,000 shares of Common Stock than would otherwise occur pursuant Class B Stock. Subject 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 subsection 4(b), 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 Plan shall be reduced by (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 one share for issuance under the Plan. If any shares each share of Common Stock issued pursuant to a Stock Award granted under Section 6 or Section 7 and (ii) one share for each Common Stock equivalent subject to a stock appreciation right granted under subsection 7(c). Each Stock Award shall be denominated in either Class A Stock or Class B Stock as the Board shall determine at the time of grant. (b)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 or paid in full or (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 in the Participant, shares, 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 (ii) Shares Not Available For Subsequent Issuance. If any shares reacquired by the Company in satisfaction of tax withholding obligations on subject to a Stock Award or as consideration for are not delivered to a Participant because the exercise or purchase price of a Stock Award will again become is exercised through a reduction of shares subject to the Stock Award (i.e., a Net Exercise or an Approved Cashless Exercise), the number of shares that are not delivered to the Participant shall no longer be 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 a SAR, or the issuance of shares under a stock bonus award or restricted stock award, the number of shares that are not delivered to the Share Reserve and Section 9(a) relating to Capitalization Adjustments, Participant shall no longer be available for subsequent issuance under the aggregate maximum number Plan. (c)Source of Shares. The shares of Common Stock that subject to the Plan may be issued pursuant to the exercise of Incentive Stock Options will be 90,000,000 unissued 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. treasury shares. View More
