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Stock Subject to the Plan Clause Example with 17 Variations from Business Contracts
This page contains Stock 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.
Stock Subject to the Plan. Subject to such additional shares of Stock as shall be available for issuance under the Plan pursuant to Section 4.2, and subject to adjustment pursuant to Section 16, the maximum number of shares of Stock reserved for issuance under the Plan shall be equal to the sum of (a) three hundred thousand (300,000) shares of Stock, plus (b) the number of shares of Stock available for future awards 9 under the Prior Plan as of the Effective Date, plus (c) the number of shares of Stock related to awards o...utstanding under the Prior Plan as of the Effective Date that thereafter terminate by expiration or forfeiture, cancellation, or otherwise without the issuance of such shares of Stock and become available for issuance under the Plan (the "Share Limit"). Such shares of Stock may be authorized and unissued shares of Stock, treasury shares of Stock, or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee. Any of the shares of Stock reserved and available for issuance under the Plan may be used for any type of Award under the Plan, and any or all of the shares of Stock reserved for issuance under the Plan shall be available for issuance pursuant to Incentive Stock Options. 4.2 Adjustments in Authorized Shares of Stock. In connection with mergers, reorganizations, separations, or other transactions to which Code Section 424(a) applies, the Committee shall have the right to cause the Company to assume awards previously granted under a compensatory plan of another business entity that is a party to such transaction and/or to grant Substitute Awards under the Plan for such awards. Assumed awards shall not, but Substitute Awards shall, reduce the number of shares of Stock otherwise available for issuance under the Plan, and shares available for issuance under a stockholder-approved plan of a business entity that is a party to such transaction (as appropriately adjusted, if necessary, to reflect such transaction) may be used for Awards under the Plan and shall not reduce the number of shares of Stock otherwise available for issuance under the Plan, subject to applicable rules of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded. 4.3 Share Usage (a) Shares of Stock covered by an Award shall be counted as used as of the Grant Date for purposes of calculating the number of shares of Stock available for issuance under Section 4.1. (b) Any shares of Stock that are subject to Awards, including shares of Stock acquired through dividend reinvestment pursuant to Section 10, will be counted against the Share Limit as one (1) share of Stock for every one (1) share of Stock subject to the Award. The number of shares of Stock subject to an Award of SARs will be counted against the Share Limit as one (1) share of Stock for every one (1) share of Stock subject to such Award, regardless of the number of shares of Stock actually issued to settle such SARs upon the exercise of the SARs. A number of shares of Stock equal to the maximum number of shares issuable under a Performance-Based Award shall be counted against the Share Limit as of the Grant Date, but such number shall be adjusted to equal the actual number of shares issued upon settlement of the Performance-Based Award to the extent different from such number of shares. (c) If any shares of Stock covered by an Award under the Plan or any award outstanding under the Prior Plan as of the Effective Date are not purchased or are forfeited or expire or otherwise terminate without delivery of any Stock subject thereto or are settled in cash in lieu of shares, then the number of shares of Stock with respect to such Award or award shall, to the extent of any such forfeiture, termination, expiration, or settlement, again be available for making Awards under the Plan. (d) The number of shares of Stock available for issuance under the Plan will not be increased by the number of shares of Stock (i) tendered, withheld, or subject to an Award granted under the Plan surrendered in connection with the purchase of shares of Stock upon exercise of an Option, (ii) that were not issued upon the net settlement or net exercise of a Stock-settled SAR granted under the Plan, (iii) deducted or delivered from payment of an Award granted under the Plan in connection with the Company's tax withholding obligations as provided in Section 18.3, or (iv) purchased by the Company with proceeds from Option exercises.
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CNB FINANCIAL CORP contract
Variations of a "Stock Subject to the Plan" Clause from Business Contracts
Stock Subject to the Plan. 4.1Share Reserve Subject to such additional shares of Stock adjustment as shall be available for issuance under provided in Section 17 hereof, the Plan pursuant to Section 4.2, and subject to adjustment pursuant to Section 16, the maximum number of shares of Stock reserved for issuance under the Plan shall be equal to the sum of (a) three hundred thousand (300,000) shares of Stock, plus (b) the number of shares of Stock available for future awards 9 under the Prior Plan as of the Effective Date,... plus (c) the number of shares of Stock related to awards outstanding under the Prior Plan as of the Effective Date that thereafter terminate by expiration or forfeiture, cancellation, or otherwise without the issuance of such shares of Stock and become available for issuance under the Plan (the "Share Limit"). Such shares of Stock may be authorized and unissued shares of Stock, treasury shares of Stock, or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee. Any of the shares of Stock reserved and available for issuance under the Plan may be used for any type of Award under the Plan, and any or all of the shares of Stock reserved for issuance under the Plan shall be available for issuance pursuant to Incentive Stock Options. 4.2 Adjustments in Authorized Shares of Stock. In connection with mergers, reorganizations, separations, or other transactions to which Code Section 424(a) applies, the Committee shall have the right to cause the Company to assume awards previously granted under a compensatory plan of another business entity that is a party to such transaction and/or to grant Substitute Awards under the Plan for such awards. Assumed awards shall not, but Substitute Awards shall, reduce the number of shares of Stock otherwise available for issuance under the Plan, and shares available for issuance under a stockholder-approved plan of a business entity that is a party to such transaction (as appropriately adjusted, if necessary, to reflect such transaction) may be used for Awards under the Plan and shall not reduce the number of shares of Stock otherwise available for issuance under the Plan, subject to applicable rules of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded. 4.3 Share Usage (a) Shares of Stock covered by an Award shall be counted as used as of the Grant Date for purposes of calculating the number of shares of Stock available for issuance under Section 4.1. (b) Any shares of Stock that are subject to Awards, including shares of Stock acquired through dividend reinvestment pursuant to Section 10, will be counted against the Share Limit as one (1) share of Stock for every one (1) share of Stock subject to the Award. The number of shares of Stock subject to an Award of SARs will be counted against the Share Limit as one (1) share of Stock for every one (1) share of Stock subject to such Award, regardless of the number of shares of Stock actually issued to settle such SARs upon the exercise of the SARs. A number of shares of Stock equal to the maximum number of shares issuable under a Performance-Based Award shall be counted against the Share Limit as of the Grant Date, but such number shall be adjusted to equal the actual number of shares issued upon settlement of the Performance-Based Award to the extent different from such number of shares. (c) If any shares of Stock covered by an Award under the Plan or any award outstanding under the Prior Plan as of the Effective Date are not purchased or are forfeited or expire or otherwise terminate without delivery of any Stock subject thereto or are settled in cash in lieu of shares, then the number of shares of Stock with respect to such Award or award shall, to the extent of any such forfeiture, termination, expiration, or settlement, again be available for making Awards under the Plan. (d) The number of shares of Stock available for issuance under the Plan will shall be (i) 2,500,000 which is the number of Shares originally approved under the Plan, minus (ii) the number of such shares of Stock that are permanently unavailable for issuance under the Plan as of the Effective Date by virtue of application of the remaining paragraphs of this Section 4 prior to the Effective Date, plus (iii) an additional 2,250,000 Shares. (the "Total Shares"). Stock issued or to be issued under the Plan shall be authorized but unissued shares; or, to the extent permitted by applicable law, issued shares that have been reacquired by the Company. If any shares covered by an Award are not be increased by purchased or are forfeited, or if an Award otherwise terminates without delivery of any Stock subject thereto, then the number of shares of Stock (i) tendered, withheld, or subject to an Award granted counted against the aggregate number of shares available under the Plan surrendered with respect to such Award shall, to the extent of any such forfeiture or termination, again be available for making Awards under the Plan. 8 4.2Prohibition on Liberal Share Recycling If any Award of SARs is settled in connection with shares of Stock, then the purchase number of SARs subject to the Award shall be deemed delivered for purposes of determining the maximum number of share of Stock available for delivery under the Plan, regardless of the number of shares of Stock upon exercise of an Option, (ii) that were not are issued upon the net settlement or net exercise of a Stock-settled SAR such SARs. In addition, if the Option Price of any Option granted under the Plan, (iii) deducted or if pursuant to Section 18.3 the withholding obligation of any Grantee with respect to an Option or other Award, is satisfied by tendering shares of Stock to the Company (by either actual delivery or by attestation) or by withholding shares of Stock, the number of shares of Stock issued including the shares of Stock tendered or withheld shall be deemed delivered from payment for purposes of an Award granted determining the maximum number of shares of Stock available for delivery under the Plan Plan. 4.3Assumption or Substitution of Awards The Board shall have the right to substitute or assume Awards in connection with mergers, reorganizations, separations, or other transactions to which Section 424(a) of the Company's tax withholding obligations as provided in Code applies. The number of shares of Stock reserved pursuant to Section 18.3, or (iv) purchased 4 shall be increased by the Company with proceeds from Option exercises. corresponding number of Awards assumed and, in the case of a substitution, by the net increase in the number of shares of Stock subject to Awards before and after the substitution.
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Bonanza Creek Energy, Inc. contract
Stock Subject to the Plan. Subject to such additional shares of Stock adjustment as shall be available for issuance under the Plan pursuant to provided in Section 4.2, and subject to adjustment pursuant to Section 16, the maximum number of shares of Stock reserved for issuance under the Plan shall be equal to the sum of (a) three hundred thousand (300,000) shares of Stock, plus (b) 15 hereof, the number of shares of Stock available for future awards 9 under the Prior Plan as of the Effective Date, plus (c) the number of s...hares of Stock related to awards outstanding under the Prior Plan as of the Effective Date that thereafter terminate by expiration or forfeiture, cancellation, or otherwise without the issuance of such shares of Stock and become available for issuance under the Plan (the "Share Limit"). Such shares of Stock may be authorized and unissued shares of Stock, treasury shares of Stock, or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee. Any shall equal 22,690,000. All of the shares of Stock reserved and available for issuance issuable 6 under the Plan may be used for any type of Award under the Plan, and any issued as Incentive Stock Options. Stock issued or all of the shares of Stock reserved for issuance to be issued under the Plan shall be available for issuance pursuant authorized but unissued shares or, to Incentive Stock Options. the extent permitted by applicable law, issued shares that have been reacquired by the Company. 4.2 Adjustments in Authorized Shares of Stock. In Shares. The Board shall have the right to substitute or assume Awards in connection with mergers, reorganizations, separations, or other transactions to which Code Section 424(a) applies, of the Committee Code applies. The number of shares of Stock reserved pursuant to Section 4.1 shall have be increased by the right to cause corresponding number of Awards assumed and, in the Company to assume awards previously granted under case of a compensatory plan of another business entity that is a party to such transaction and/or to grant Substitute Awards under substitution, by the Plan for such awards. Assumed awards shall not, but Substitute Awards shall, reduce net increase in the number of shares of Stock otherwise available for issuance under the Plan, and shares available for issuance under a stockholder-approved plan of a business entity that is a party to such transaction (as appropriately adjusted, if necessary, to reflect such transaction) may be used for Awards under the Plan and shall not reduce the number of shares of Stock otherwise available for issuance under the Plan, subject to applicable rules of any Stock Exchange or Securities Market on which Awards before and after the Stock is listed or publicly traded. substitution. 4.3 Share Usage (a) Usage. Shares of Stock covered by an Award shall be counted as used as of the Grant Date for purposes of calculating the number of shares of Stock available for issuance under Section 4.1. (b) Any shares of Stock that are subject to Awards, including shares of Stock acquired through dividend reinvestment pursuant to Section 10, will be counted against the Share Limit as one (1) share of Stock for every one (1) share of Stock subject to the Award. The number of shares of Stock subject to an Award of SARs will be counted against the Share Limit as one (1) share of Stock for every one (1) share of Stock subject to such Award, regardless of the number of shares of Stock actually issued to settle such SARs upon the exercise of the SARs. A number of shares of Stock equal to the maximum number of shares issuable under a Performance-Based Award shall be counted against the Share Limit as of the Grant Date, but such number shall be adjusted to equal the actual number of shares issued upon settlement of the Performance-Based Award to the extent different from such number of shares. (c) If any shares of Stock covered by an Award under the Plan or any award outstanding under the Prior Plan as of the Effective Date are not purchased or are forfeited or expire expire, or if an Award otherwise terminate terminates without delivery of any Stock subject thereto or are is settled in cash in lieu of shares, then the number of shares of Stock counted against the aggregate number of shares available under the Plan with respect to such Award or award shall, to the extent of any such forfeiture, termination, expiration, or settlement, expiration again be available for making Awards under the Plan. (d) The If the exercise price of any Option or the tax withholding obligations of any Award granted under the Plan is satisfied by tendering shares of Stock to the Company (by either actual delivery or by attestation), only the number of shares of Stock issued net of the shares of Stock tendered shall be deemed delivered for purposes of determining the maximum number of shares of Stock available for issuance delivery under the Plan will not be increased by the number of shares of Stock (i) tendered, withheld, or subject to an Award granted under the Plan surrendered in connection with the purchase of shares of Stock upon exercise of an Option, (ii) that were not issued upon the net settlement or net exercise of a Stock-settled SAR granted under the Plan, (iii) deducted or delivered from payment of an Award granted under the Plan in connection with the Company's tax withholding obligations as provided in Section 18.3, or (iv) purchased by the Company with proceeds from Option exercises. Plan.
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NextCure, Inc. contract
Stock Subject to the Plan. Subject to such additional shares of Stock as shall be available for issuance under the Plan pursuant to Section 4.2, and subject to adjustment pursuant to Section 16, Article 14, the maximum number of shares of Stock reserved for issuance under the Plan shall be equal to the sum of (a) three hundred five-hundred thousand (300,000) shares of Stock, plus (b) the number of (500,000) shares of Stock available for future awards 9 under the Prior Plan as of the Effective Date, plus (c) the number of... shares of Stock related to awards outstanding under the Prior Plan as of the Effective Date that thereafter terminate by expiration or forfeiture, cancellation, or otherwise without the issuance of such shares of Stock and become available for issuance under the Plan (the "Share Limit"). Such shares of Stock may be authorized and unissued shares of Stock, treasury shares of Stock, or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee. Any of the shares of Stock reserved and available for issuance under the Plan may be used for any type of Award under the Plan, and any or all of the shares of Stock reserved for issuance under the Plan shall be available for issuance pursuant to Incentive Stock Options. Plan. 4.2 Adjustments in Authorized Shares of Stock. In connection with mergers, reorganizations, separations, or other transactions to which Code Section 424(a) applies, the Committee shall have the right to cause the Company to assume awards previously granted under a compensatory plan of another business entity that is a party to such transaction and/or to grant Substitute Awards under the Plan for such awards. Assumed awards shall not, but Substitute Awards shall, reduce the number of shares of Stock otherwise available for issuance under the Plan, and shares available for issuance under a stockholder-approved plan of a business entity that is a party to such transaction (as appropriately adjusted, if necessary, to reflect such transaction) may be used for Awards under the Plan and shall not reduce the number of shares of Stock otherwise available for issuance under the Plan, subject to applicable rules of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded. 4.3 Share Usage Usage. (a) Shares of Stock covered by an Award shall be counted as used as of the Grant Date for purposes of calculating the number of shares of Stock available for issuance under Section 4.1. 4.1. (b) Any shares of Stock that are subject to Awards, including shares of Stock acquired through dividend reinvestment pursuant to Section 10, Article 10, will be counted against the Share Limit set forth in Section 4.1 as one (1) share of Stock for every one (1) share of Stock subject to the an Award. The number of shares of Stock subject to an Award of SARs will be counted against the Share Limit set forth in Section 4.1 as one (1) share of Stock for every one (1) share of Stock subject to such Award, Award regardless of the number of shares of Stock actually issued to settle such SARs upon the exercise of the SARs. A number of shares of Stock equal to the maximum number of shares issuable under a Performance-Based Award shall be counted against the Share Limit as of the Grant Date, but such number shall be adjusted to equal the actual number of shares issued upon settlement of the Performance-Based Award to the extent different from such number of shares. (c) If any shares of Stock covered by an Award under the Plan or any award outstanding under the Prior Plan as of the Effective Date are not purchased or are forfeited or expire or if an Award otherwise terminate terminates without delivery of any Stock subject thereto or are is settled in cash in lieu of shares, then the number of shares of Stock counted against the Share Limit with respect to such Award or award shall, to the extent of any such forfeiture, termination, expiration, or settlement, again be available for making Awards under the Plan. (d) The number of shares of Stock available for issuance under the Plan will not be increased by the number of shares of Stock (i) tendered, withheld, or subject to an Award granted under the Plan surrendered in connection with the purchase of shares of Stock upon exercise of an Option, (ii) that were not issued upon the net settlement or net exercise of a Stock-settled SAR granted under the Plan, (iii) deducted or delivered from payment of an Award granted under the Plan in connection with the Company's tax withholding obligations as provided in Section 18.3, 15.3, or (iv) purchased by the Company with proceeds from Option exercises.
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TESARO, Inc. contract
Stock Subject to the Plan. Subject to such additional shares of Stock as shall be available for issuance Awards under the Plan pursuant to Section 4.2, and subject to adjustment pursuant to Section 16, 16.1, the 12 maximum number of shares of Stock reserved available for issuance under the Plan shall be equal to the sum of (a) three five hundred thousand (300,000) (500,000) shares of Stock, plus (b) the number of shares of Stock available for future awards 9 under the Prior Plan as of the Effective Date, plus (c) the numb...er of shares of Stock related to awards outstanding under the Prior Plan as of the Effective Date that thereafter terminate by expiration or forfeiture, cancellation, or otherwise without the issuance of such shares of Stock and become available for issuance under the Plan (the "Share Limit"). Stock. Such shares of Stock may be authorized and unissued shares of Stock, Stock or treasury shares of Stock, Stock or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee. Any of the shares of Stock reserved and available for issuance under the Plan may be used for any type of Award under the Plan, and any or all of the shares of Stock reserved available for issuance under the Plan shall be available for issuance pursuant to Incentive Stock Options. 4.2 Adjustments in Authorized Shares of Stock. In connection with mergers, reorganizations, separations, or other transactions to which Code Section 424(a) applies, the Committee shall have the right to cause the Company to assume awards previously granted under a compensatory plan of by another business entity that is a party to such transaction and/or and to grant Substitute substitute Awards under the Plan for such awards. Assumed awards The number of shares of Stock available for issuance under the Plan pursuant to Section 4.1 shall not, but Substitute Awards shall, reduce be increased by the number of shares of Stock otherwise available for issuance under the Plan, subject to any such assumed awards and shares substitute Awards. Shares available for issuance under a stockholder-approved plan of a business entity that is a party to such transaction (as appropriately adjusted, if necessary, to reflect such transaction) may be used for Awards under the Plan and shall not reduce the number of shares of Stock otherwise available for issuance under the Plan, subject to applicable rules of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded. listed. 4.3 Share Usage (a) Usage. Shares of Stock covered by subject to an Award shall be counted as used as of the Grant Date for purposes of calculating the number of shares of Stock available for issuance under Section 4.1. (b) Date. Any shares of Stock that are subject to Awards, including shares of Stock acquired through dividend reinvestment pursuant to Section 10, will Awards shall be counted against the Share Limit limit set forth in Section 4.1 as one (1) share of Stock for every one (1) share of Stock subject to the an Award. The number of shares of Stock subject to an Award of SARs will be counted against the Share Limit as one (1) share of Stock for every one (1) share of Stock subject to such Award, regardless of the number of shares of Stock actually issued to settle such SARs upon the exercise of the SARs. A number of shares of Stock equal to the maximum number of shares issuable under a Performance-Based Award shall be counted against the Share Limit as of the Grant Date, but such number shall be adjusted to equal the actual number of shares issued upon settlement of the Performance-Based Award to the extent different from such number of shares. (c) If any shares of Stock covered by an Award granted under the Plan or any award outstanding under the Prior Plan as of the Effective Date are not purchased or are forfeited or expire expire, or if an Award otherwise terminate terminates without delivery of any shares of Stock subject thereto or are is settled in cash in lieu of shares, shares of Stock, then the number of shares of Stock counted against the aggregate number of shares of Stock available under the Plan with respect to such Award or award shall, to the extent of any such forfeiture, termination, or expiration, or settlement, again be available for making Awards under the Plan. (d) Plan in the same amount as such shares of Stock were counted against the limit set forth in Section 4.1. The number of shares of Stock available for issuance under the Plan will shall not be increased by the number of shares of Stock (i) tendered, withheld, tendered or withheld or subject to an Award granted under the Plan surrendered in connection with the purchase of shares of Stock upon exercise of an Option, Option as provided in Section 11.2, (ii) that were not issued upon the net settlement or net exercise of a Stock-settled SAR granted under the Plan, (iii) deducted or delivered from payment of an Award granted under the Plan of an Option in connection with the Company's tax withholding obligations as provided in Section 18.3, 17.3, or (iv) (iii) purchased by the Company with proceeds from Option exercises. 13 5. EFFECTIVE DATE; TERM; AMENDMENT AND TERMINATION 5.1 Effective Date. The Plan shall become effective as of the Effective Date. As of the Effective Date, no awards may be made under the Prior Plan. 5.2 Term. The Plan shall terminate automatically on the day preceding the tenth (10th) anniversary of the Effective Date and may be terminated on any earlier date as provided in Section 5.3. 5.3 Amendment and Termination. The Board may, at any time and from time to time, amend, suspend, or terminate the Plan; provided, that with respect to Awards theretofore granted under the Plan, no amendment, suspension, or termination of the Plan shall, without the consent of the Grantee, impair the rights or obligations under any such Award. The effectiveness of any amendment to the Plan shall be contingent on approval of such amendment by the Company's stockholders to the extent provided by the Board or required by Applicable Laws (including the rules of any Stock Exchange on which the Stock is then listed); provided, that no amendment shall be made to the no-repricing provisions of Section 3.4 or the Option pricing provisions of Section 8.1 without the approval of the Company's stockholders.
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Radius Bancorp Inc. contract
Stock Subject to the Plan. Number of Shares of Stock Available for Awards. Subject to such additional shares the other provisions of Stock as shall be available for issuance under the Plan pursuant to this Section 4.2, 4 and subject to adjustment pursuant to Section 16, as provided under the maximum Plan, the total number of shares of Stock that shall be reserved for issuance for Awards under the Plan shall be equal to the sum of (a) three hundred thousand (300,000) shares of Stock, plus (b) the number of shares of Stock ...available for future awards 9 under the Prior 425,000 ("2018 Plan as of the Effective Date, plus (c) the number of Reserve Amount"). Any shares of Stock related to awards outstanding under the Prior Plan as of the Effective Date that Date, which thereafter terminate by expiration or expiration, forfeiture, cancellation, or otherwise without the issuance of such shares of Stock shall be added to, and become available for issuance under included in, the 2018 Plan (the "Share Limit"). Reserve Amount. Such shares of Stock may be authorized and unissued shares of Stock, Stock or treasury shares of Stock, Stock or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee. In addition, commencing on January 1, 2020 and continuing until the expiration of the plan, the number of shares of Stock reserved for issuance under the Plan shall automatically increase in an amount equal to (a) 2% of the total number of shares of Stock outstanding on December 31st of the preceding calendar year or (b) such lesser number as the Board decides, which could be zero shares. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year, to provide that there shall be no increase in the share reserve for such calendar year or that the increase in the share reserve for such calendar year shall be a lesser number of shares of Stock than would otherwise occur pursuant to the preceding sentence. Any of the shares of Stock reserved and available for issuance under the Plan may be used for any type of Award under the Plan, and any or all of the shares of Stock reserved for issuance under up to the 2018 Plan Reserve Amount shall be available for issuance pursuant to Incentive Stock Options. 4.2 4.2. Adjustments in Authorized Shares of Stock. In The Committee shall have the right to substitute or assume Awards in connection with mergers, reorganizations, separations, or other transactions to which Code Section 424(a) applies, applies. The number of shares of Stock reserved pursuant to Section 4.1 shall be increased by the Committee shall have corresponding number of awards assumed and, in the right to cause case of a substitution, by the Company to assume awards previously granted under a compensatory plan of another business entity that is a party to such transaction and/or to grant Substitute Awards under the Plan for such awards. Assumed awards shall not, but Substitute Awards shall, reduce net increase in the number of shares of Stock otherwise available for issuance under subject to awards before and after the Plan, and substitution. Available shares available for issuance under a stockholder-approved stockholder approved plan of a business entity that is a party to such transaction an acquired company (as appropriately adjusted, if necessary, adjusted to reflect such the transaction) may be used for Awards under the Plan and shall do not reduce the number of shares of Stock otherwise available for issuance under the Plan, subject to applicable rules of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded. 4.3 stock exchange requirements. 4.3. Share Usage (a) Usage. Shares of Stock covered by an Award shall be counted as used as of the Grant Date for purposes of calculating the number of shares of Stock available for issuance under Section 4.1. (b) Date. Any shares of Stock that are subject to Awards, including shares of Stock acquired through dividend reinvestment pursuant to Section 10, will Awards shall be counted against the Share Limit limit set forth in Section 4.1 as one (1) share of Stock for every one (1) share of Stock subject to an Award. With respect to SARs, the Award. The number of shares of Stock subject to an Award award of SARs will be counted against the Share Limit as one (1) share aggregate number of shares of Stock available for every one (1) share of Stock subject to such Award, issuance under the Plan regardless of the number of shares of Stock actually issued to settle such SARs the SAR upon the exercise of the SARs. A number of shares of Stock equal to the maximum number of shares issuable under a Performance-Based Award shall be counted against the Share Limit as of the Grant Date, but such number shall be adjusted to equal the actual number of shares issued upon settlement of the Performance-Based Award to the extent different from such number of shares. (c) exercise. If any shares of Stock covered by an Award granted under the Plan or any award outstanding under the Prior Plan as of the Effective Date are not purchased or are forfeited or expire expire, or if an Award otherwise terminate terminates without delivery of any shares of Stock subject thereto or are is settled in cash in lieu of shares, shares of Stock, then the number of shares of Stock counted against the aggregate number of shares of Stock available under the Plan with respect to such Award or award shall, to the extent of any such forfeiture, termination, termination or expiration, or settlement, again be available for making Awards under the Plan. (d) Plan in the same amount as such shares of Stock were counted against the limit set forth in Section 4.1. The number of shares of Stock available for issuance under the Plan will shall not be increased by the number of shares of Stock (i) tendered, withheld, tendered or withheld or subject to an Award granted under the Plan surrendered in connection with the purchase of shares of Stock upon exercise of an Option, Option as provided in Section 12.2, (ii) that were not issued upon the net settlement or net exercise of a Stock-settled SAR granted under the Plan, (iii) deducted or delivered from payment of an Award granted under the Plan in connection with the Company's tax withholding obligations as provided in Section 18.3, 18.3 or (iv) (iii) purchased by the Company with proceeds from Option exercises. If any shares of Stock covered by an award under the Prior Plan (i) expires or otherwise terminate without having been exercised in full or (ii) is settled in cash, the shares of Stock shall revert to and become available for issuance under the Plan.
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VACCINEX, INC. contract
Stock Subject to the Plan. Subject to such additional shares of Stock as shall be available for issuance under the Plan pursuant to Section 4.2, and subject to adjustment pursuant to Section 16, Article 14, the maximum number of shares of Stock reserved for issuance under the Plan shall be equal to the sum of (a) three hundred five-hundred thousand (300,000) shares of Stock, plus (b) the number of (500,000) shares of Stock available for future awards 9 under the Prior Plan as of the Effective Date, plus (c) the number of ...(the "Share Limit"). The shares of Stock related to awards outstanding under the Prior Plan as of the Effective Date that thereafter terminate by expiration or forfeiture, cancellation, or otherwise without the issuance of such shares of Stock and become available for issuance under the Plan (the "Share Limit"). will be reserved for issuance from the Tesaro, Inc. 2012 Omnibus Incentive Plan. Such shares of Stock may be authorized and unissued shares of Stock, treasury shares of Stock, or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee. Any of the shares of Stock reserved and available for issuance under the Plan may be used for any type of Award under the Plan, and any or all of the shares of Stock reserved for issuance under the Plan shall be available for issuance pursuant to Incentive Stock Options. Plan. 4.2 Adjustments in Authorized Shares of Stock. In connection with mergers, reorganizations, separations, or other transactions to which Code Section 424(a) applies, the Committee shall have the right to cause the Company to assume awards previously granted under a compensatory plan of another business entity that is a party to such transaction and/or to grant Substitute Awards under the Plan for such awards. Assumed awards shall not, but Substitute Awards shall, reduce the number of shares of Stock otherwise available for issuance under the Plan, and shares available for issuance under a stockholder-approved plan of a business entity that is a party to such transaction (as appropriately adjusted, if necessary, to reflect such transaction) may be used for Awards under the Plan and shall not reduce the number of shares of Stock otherwise available for issuance under the Plan, subject to applicable rules of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded. 4.3 Share Usage Usage. (a) Shares of Stock covered by an Award shall be counted as used as of the Grant Date for purposes of calculating the number of shares of Stock available for issuance under Section 4.1. 8 (b) Any shares of Stock that are subject to Awards, including shares of Stock acquired through dividend reinvestment pursuant to Section Article 10, will be counted against the Share Limit set forth in Section 4.1 as one (1) share of Stock for every one (1) share of Stock subject to the an Award. The number of shares of Stock subject to an Award of SARs will be counted against the Share Limit set forth in Section 4.1 as one (1) share of Stock for every one (1) share of Stock subject to such Award, Award regardless of the number of shares of Stock actually issued to settle such SARs upon the exercise of the SARs. A number of shares of Stock equal to the maximum number of shares issuable under a Performance-Based Award shall be counted against the Share Limit as of the Grant Date, but such number shall be adjusted to equal the actual number of shares issued upon settlement of the Performance-Based Award to the extent different from such number of shares. (c) If any shares of Stock covered by an Award under the Plan or any award outstanding under the Prior Plan as of the Effective Date are not purchased or are forfeited or expire or if an Award otherwise terminate terminates without delivery of any Stock subject thereto or are is settled in cash in lieu of shares, then the number of shares of Stock counted against the Share Limit with respect to such Award or award shall, to the extent of any such forfeiture, termination, expiration, or settlement, again be available for making Awards under the Plan. (d) The number of shares of Stock available for issuance under the Plan will not be increased by the number of shares of Stock (i) tendered, withheld, or subject to an Award granted under the Plan surrendered in connection with the purchase of shares of Stock upon exercise of an Option, (ii) that were not issued upon the net settlement or net exercise of a Stock-settled SAR granted under the Plan, (iii) deducted or delivered from payment of an Award granted under the Plan in connection with the Company's tax withholding obligations as provided in Section 18.3, 15.3, or (iv) purchased by the Company with proceeds from Option exercises.
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TESARO, Inc. contract
Stock Subject to the Plan. Number of Shares of Stock Available for Awards. Subject to such additional shares the other provisions of Stock as shall be available for issuance under the Plan pursuant to this Section 4.2, 4 and subject to adjustment pursuant to Section 16, as provided under the maximum Plan, the total number of shares of Stock reserved that shall be authorized for issuance for Awards under the Plan shall be equal to the sum of (a) three hundred thousand (300,000) shares of Stock, plus (b) the number of , whi...ch shall include any shares of Stock remaining available for future awards 9 under the Prior Plan as of the Effective Date, plus (c) the number of Date ("2013 Plan Reserve Amount"). Any shares of Stock related to awards outstanding under the Prior Plan as of the Effective Date that which thereafter terminate by expiration or expiration, forfeiture, cancellation, or otherwise without the issuance of such shares of Stock shall be added to, and become available for issuance under included in, the 2013 Plan (the "Share Limit"). Reserve Amount. Such shares of Stock may be authorized and unissued shares of Stock, Stock or treasury shares of Stock, Stock or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee. In addition, commencing on January 1, 2015 and continuing until the expiration of the Plan, the number of shares of Stock available for issuance under the Plan shall automatically increase in an amount equal to four percent (4%) of the total number of shares of Outstanding Company Stock on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year, to provide that there shall be no increase in the share reserve for such calendar year or that the increase in the share reserve for such calendar year shall be a lesser number of shares of Stock than would otherwise occur pursuant to the preceding sentence. Any of the shares of Stock reserved and available for issuance under the Plan may be used for any type of Award under the Plan, and any or all of the shares of Stock reserved available for issuance under the Plan shall be available for issuance pursuant to Incentive Stock Options. 4.2 4.2. Adjustments in Authorized Shares of Stock. In The Board shall have the right to substitute or assume Awards in connection with mergers, reorganizations, separations, or other transactions to which Code Section 424(a) applies, applies. The number of shares of Stock reserved pursuant to Section 4 shall be increased by the Committee shall have corresponding number of awards assumed and, in the right to cause case of a substitution, by the Company to assume awards previously granted under a compensatory plan of another business entity that is a party to such transaction and/or to grant Substitute Awards under the Plan for such awards. Assumed awards shall not, but Substitute Awards shall, reduce net increase in the number of shares of Stock otherwise available for issuance under subject to awards before and after the Plan, and substitution. Available shares available for issuance under a stockholder-approved stockholder approved plan of a business entity that is a party to such transaction an acquired company (as appropriately adjusted, if necessary, adjusted to reflect such the transaction) may be used for Awards under the Plan and shall do not reduce the number of shares of Stock otherwise available for issuance under the Plan, subject to applicable rules of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded. 4.3 stock exchange requirements. 4.3. Share Usage (a) Usage. Shares of Stock covered by an Award shall be counted as used as of the Grant Date for purposes of calculating the number of shares of Stock available for issuance under Section 4.1. (b) Date. Any shares of Stock that are subject to Awards, including shares of Stock acquired through dividend reinvestment pursuant to Section 10, will Awards shall be counted against the Share Limit limit set forth in Section 4.1 as one (1) share of Stock for every one (1) share of Stock subject to an Award. With respect to SARs, the Award. The number of shares of Stock subject to an Award award of SARs will be counted against the Share Limit as one (1) share aggregate number of shares of Stock available for every one (1) share of Stock subject to such Award, issuance under the Plan regardless of the number of shares of Stock actually issued to settle such SARs the SAR upon exercise. If any shares of Stock covered by an Award granted under the exercise Plan are not purchased or are forfeited or expire, or if an Award otherwise terminates without delivery of any shares of Stock subject thereto or is settled in cash in lieu of shares of Stock, then the SARs. A number of shares of Stock equal to counted against the maximum aggregate number of shares issuable of Stock available under a Performance-Based the Plan with respect to such Award shall shall, to the extent of any such forfeiture, termination or expiration, again be available for making Awards under the Plan in the same amount as such shares of Stock were counted against the Share Limit as of the Grant Date, but such number shall be adjusted to equal the actual number of shares issued upon settlement of the Performance-Based Award to the extent different from such number of shares. (c) limit set forth in Section 4.1. If any shares of Stock covered by an Award under the Plan or any award outstanding under the Prior Plan as of the Effective Date are not purchased or are forfeited or expire (i) expires or otherwise terminate without delivery of any Stock subject thereto having been exercised in full or are (ii) is settled in cash in lieu of shares, then cash, the number of shares of Stock with respect shall revert to such Award or award shall, to the extent of any such forfeiture, termination, expiration, or settlement, again be available for making Awards under the Plan. (d) The number of shares of Stock and become available for issuance under the Plan will not be increased by the number of shares of Stock (i) tendered, withheld, or subject to an Award granted under the Plan surrendered in connection with the purchase of shares of Stock upon exercise of an Option, (ii) that were not issued upon the net settlement or net exercise of a Stock-settled SAR granted under the Plan, (iii) deducted or delivered from payment of an Award granted under the Plan in connection with the Company's tax withholding obligations as provided in Section 18.3, or (iv) purchased by the Company with proceeds from Option exercises. Plan.
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Syndax Pharmaceuticals Inc contract
Stock Subject to the Plan. Number of Shares of Stock Available for Awards. Subject to such additional shares the other provisions of Stock as shall be available for issuance under the Plan pursuant to this Section 4.2, 4 and subject to adjustment pursuant to Section 16, as provided under the maximum Plan, the total number of shares of Stock reserved that shall be authorized for issuance for Awards under the Plan shall be equal to the sum of (a) three hundred thousand (300,000) shares of Stock, plus (b) the number of share...s of Stock available for future awards 9 under the Prior 50,000,000 ("2014 Plan as of the Effective Date, plus (c) the number of Reserve Amount"). Any shares of Stock related to awards outstanding under the Prior Plan Plans as of the Effective Date that which thereafter terminate by expiration or expiration, forfeiture, cancellation, or otherwise without the issuance of such shares of Stock shall be added to, and become available for issuance under included in, the 2014 Plan (the "Share Limit"). Reserve Amount. Such shares of Stock may be authorized and unissued shares of Stock, Stock or treasury shares of Stock, Stock or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee. In addition, commencing on January 1, 2015 and continuing until the expiration of the plan, the number of shares of Stock available for issuance under the Plan shall automatically increase in an amount equal to 4% of the total number of shares of Outstanding Company Stock on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year, to provide that there shall be no increase in the share reserve for such calendar year or that the increase in the share reserve for such calendar year shall be a lesser number of shares of Stock than would otherwise occur pursuant to the preceding sentence. Any of the shares of Stock reserved and available for issuance under the Plan may be used for any type of Award under the Plan, and any or all of the shares of Stock reserved for issuance under the Plan shall be available for issuance pursuant to Incentive Stock Options. 4.2 Plan. 4.2. Adjustments in Authorized Shares of Stock. In The Board shall have the right to substitute or assume Awards in connection with mergers, reorganizations, separations, or other transactions to which Code Section 424(a) applies, applies. The number of shares of Stock reserved pursuant to Section 4 shall be increased by the Committee shall have corresponding number of awards assumed and, in the right to cause case of a substitution, by the Company to assume awards previously granted under a compensatory plan of another business entity that is a party to such transaction and/or to grant Substitute Awards under the Plan for such awards. Assumed awards shall not, but Substitute Awards shall, reduce net increase in the number of shares of Stock otherwise available for issuance under subject to awards before and after the Plan, and substitution. Available shares available for issuance under a stockholder-approved stockholder approved plan of a business entity that is a party to such transaction an acquired company (as appropriately adjusted, if necessary, adjusted to reflect such the transaction) may be used for Awards under the Plan and shall do not reduce the number of shares of Stock otherwise available for issuance under the Plan, subject to applicable rules of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded. 4.3 stock exchange requirements. 4.3. Share Usage (a) Usage. Shares of Stock covered by an Award shall be counted as used as of the Grant Date for purposes of calculating the number of shares of Stock available for issuance under Section 4.1. (b) Date. Any shares of Stock that are subject to Awards, including shares of Stock acquired through dividend reinvestment pursuant to Section 10, will Awards shall be counted against the Share Limit limit set forth in Section 4.1 as one (1) share of Stock for every one (1) share of Stock subject to an Award. With respect to SARs, the Award. The number of shares of Stock subject to an Award award of SARs will be counted against the Share Limit as one (1) share aggregate number of shares of Stock available for every one (1) share of Stock subject to such Award, issuance under the Plan regardless of the number of shares of Stock actually issued to settle such SARs the SAR upon the exercise of the SARs. A number of shares of Stock equal to the maximum number of shares issuable under a Performance-Based Award shall be counted against the Share Limit as of the Grant Date, but such number shall be adjusted to equal the actual number of shares issued upon settlement of the Performance-Based Award to the extent different from such number of shares. (c) exercise. If any shares of Stock covered by an Award granted under the Plan or any award outstanding under the Prior Plan as of the Effective Date are not purchased or are forfeited or expire expire, or if an Award otherwise terminate terminates without delivery of any shares of Stock subject thereto or are is settled in cash in lieu of shares, shares of Stock, then the number of shares of Stock counted against the aggregate number of shares of Stock available under the Plan with respect to such Award or award shall, to the extent of any such forfeiture, termination, termination or expiration, or settlement, again be available for making Awards under the Plan. (d) Plan in the same amount as such shares of Stock were counted against the limit set forth in Section 4.1. The number of shares of Stock available for issuance under the Plan will shall not be increased by the number of shares of Stock (i) tendered, withheld, tendered or withheld or subject to an Award granted under the Plan surrendered in connection with the purchase of shares of Stock upon exercise of an Option, Option as provided in Section 12.2, (ii) that were not issued upon the net settlement or net exercise of a Stock-settled SAR granted under the Plan, (iii) deducted or delivered from payment of an Award granted under the Plan in connection with the Company's tax withholding obligations as provided in Section 18.3, 18.3 or (iv) (iii) purchased by the Company with proceeds from Option exercises. If any shares of Stock covered by an Award under the Prior Plans (i) expires or otherwise terminate without having been exercised in full or (ii) is settled in cash, the shares of Stock shall revert to and become available for issuance under the Plan.
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KINEMED INC contract
Stock Subject to the Plan. Number of Shares of Stock Available for Awards. Subject to such additional shares the other provisions of Stock as shall be available for issuance under the Plan pursuant to this Section 4.2, 4 and subject to adjustment pursuant to Section 16, as provided under the maximum Plan, the total number of shares of Stock reserved that shall be authorized for issuance for Awards under the Plan shall be equal to the sum of (a) three hundred thousand (300,000) shares of Stock, plus (b) the number of share...s of Stock available for future awards 9 under the Prior ("2013 Plan as of the Effective Date, plus (c) the number of Reserve Amount"). Any shares of Stock related to awards outstanding under the Prior Plan Plans as of the Effective Date that which thereafter terminate by expiration or expiration, forfeiture, cancellation, or otherwise without the issuance of such shares of Stock shall be added to, and become available for issuance under included in, the 2013 Plan (the "Share Limit"). Reserve Amount. Such shares of Stock may be authorized and unissued shares of Stock, Stock or treasury shares of Stock, Stock or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee. In addition, commencing on January 1, 2014 and continuing until the expiration of the plan, the number of shares of Stock available for issuance under the Plan shall automatically increase in an amount equal to [4]% of the total number of shares of Outstanding Company Stock on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year, to provide that there shall be no increase in the share reserve for such calendar year or that the increase in the share reserve for such calendar year shall be a lesser number of shares of Stock than would otherwise occur pursuant to the preceding sentence. Any of the shares of Stock reserved and available for issuance under the Plan may be used for any type of Award under the Plan, and any or all of the shares of Stock reserved available for issuance under the Plan shall be available for issuance pursuant to Incentive Stock Options. 4.2 4.2. Adjustments in Authorized Shares of Stock. In The Board shall have the right to substitute or assume Awards in connection with mergers, reorganizations, separations, or other transactions to which Code Section 424(a) applies, applies. The number of shares of Stock reserved pursuant to Section 4 shall be increased by the Committee shall have corresponding number of awards assumed and, in the right to cause case of a substitution, by the Company to assume awards previously granted under a compensatory plan of another business entity that is a party to such transaction and/or to grant Substitute Awards under the Plan for such awards. Assumed awards shall not, but Substitute Awards shall, reduce net increase in the number of shares of Stock otherwise available for issuance under subject to awards before and after the Plan, and substitution. Available shares available for issuance under a stockholder-approved stockholder approved plan of a business entity that is a party to such transaction an acquired company (as appropriately adjusted, if necessary, adjusted to reflect such the transaction) may be used for Awards under the Plan and shall do not reduce the number of shares of Stock otherwise available for issuance under the Plan, subject to applicable rules of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded. 4.3 stock exchange requirements. 4.3. Share Usage (a) Usage. Shares of Stock covered by an Award shall be counted as used as of the Grant Date for purposes of calculating the number of shares of Stock available for issuance under Section 4.1. (b) Date. Any shares of Stock that are subject to Awards, including shares of Stock acquired through dividend reinvestment pursuant to Section 10, will Awards shall be counted against the Share Limit limit set forth in Section 4.1 as one (1) share of Stock for every one (1) share of Stock subject to an Award. With respect to SARs, the Award. The number of shares of Stock subject to an Award award of SARs will be counted against the Share Limit as one (1) share aggregate number of shares of Stock available for every one (1) share of Stock subject to such Award, issuance under the Plan regardless of the number of shares of Stock actually issued to settle such SARs the SAR upon the exercise of the SARs. A number of shares of Stock equal to the maximum number of shares issuable under a Performance-Based Award shall be counted against the Share Limit as of the Grant Date, but such number shall be adjusted to equal the actual number of shares issued upon settlement of the Performance-Based Award to the extent different from such number of shares. (c) exercise. If any shares of Stock covered by an Award granted under the Plan or any award outstanding under the Prior Plan as of the Effective Date are not purchased or are forfeited or expire expire, or if an Award otherwise terminate terminates without delivery of any shares of Stock subject thereto or are is settled in cash in lieu of shares, shares of Stock, then the number of shares of Stock counted against the aggregate number of shares of Stock available under the Plan with respect to such Award or award shall, to the extent of any such forfeiture, termination, termination or expiration, or settlement, again be available for making Awards under the Plan. (d) Plan in the same amount as such shares of Stock were counted against the limit set forth in Section 4.1. The number of shares of Stock available for issuance under the Plan will shall not be increased by the number of shares of Stock (i) tendered, withheld, tendered or withheld or subject to an Award granted under the Plan surrendered in connection with the purchase of shares of Stock upon exercise of an Option, Option as provided in Section 12.2, (ii) that were not issued upon the net settlement or net exercise of a Stock-settled SAR granted under the Plan, (iii) deducted or delivered from payment of an Award granted under the Plan in connection with the Company's tax withholding obligations as provided in Section 18.3, 18.3 or (iv) (iii) purchased by the Company with proceeds from Option exercises. If any shares of Stock covered by an Award under the Prior Plans (i) expires or otherwise terminate without having been exercised in full or (ii) is settled in cash, the shares of Stock shall revert to and become available for issuance under the Plan.
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FIVE PRIME THERAPEUTICS INC contract
Stock Subject to the Plan. Subject to such additional shares of Stock as shall be available for issuance under the Plan pursuant to Section 4.2, and subject to adjustment pursuant to Section 16, 178, the maximum number of shares of Stock reserved available for issuance under the Plan shall be equal to the sum of (a) three hundred thousand (300,000) 10 million (10,000,000) shares of Stock, plus (b) the number of shares of Stock available for future awards 9 under the Prior Plan as of the Effective Date, plus (c) the number... of shares of Stock related to awards outstanding under the Prior Plan as of the Effective Date that thereafter terminate by expiration or forfeiture, cancellation, or otherwise without the issuance of such shares of Stock and become available for issuance under the Plan (the "Share Limit"). Stock. Such shares of Stock may be authorized and unissued shares of Stock, Stock or treasury shares of Stock, Stock or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee. Any of the shares of Stock reserved and available for issuance under the Plan may be used for any type of Award under the Plan, and any or all of the shares of Stock reserved for issuance under the Plan shall be available for issuance pursuant to Incentive Stock Options. Plan. 4.2 Adjustments in Authorized Shares of Stock. In connection with mergers, reorganizations, separations, or other transactions to which Code Section 424(a) applies, the Committee shall have the right to cause the Company to assume awards previously granted under a compensatory plan of by another business entity that is a party to such transaction and/or and to grant Substitute substitute Awards under the Plan for such awards. Assumed awards The number of shares of Stock available for issuance under the Plan pursuant to Section 4.1 shall not, but Substitute Awards shall, reduce be increased by the number of shares of Stock otherwise available for issuance under the Plan, subject to any such assumed awards and shares substitute Awards. Shares available for issuance under a stockholder-approved shareholder-approved plan of a business entity that is a party to such transaction (as appropriately adjusted, if necessary, to reflect such transaction) may be used for Awards under the Plan and shall not reduce the number of shares of Stock otherwise available for issuance under the Plan, subject to applicable rules of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded. listed. 10 4.3 Share Usage (a) Usage. Shares of Stock covered by an Award shall be counted as used as of the Grant Date for purposes of calculating the number of shares of Stock available for issuance under Section 4.1. (b) Any shares of Stock that are subject to Awards, including shares of Stock acquired through dividend reinvestment pursuant to Section 10, will be counted against the Share Limit as one (1) share of Stock for every one (1) share of Stock subject to the Award. The number of shares of Stock subject to an Award of SARs will be counted against the Share Limit as one (1) share of Stock for every one (1) share of Stock subject to such Award, regardless of the number of shares of Stock actually issued to settle such SARs upon the exercise of the SARs. A number of shares of Stock equal to the maximum target number of shares issuable under a Performance-Based Award Performance Share grant shall be counted against the Share Limit share issuance limit set forth in Section 4.1 as of the Grant Date, but such number shall be adjusted to equal the actual number of shares issued upon settlement of the Performance-Based Award Performance Shares to the extent different from such target number of shares. (c) If any shares of Stock covered by an Award under the Plan or any award outstanding under the Prior Plan as of the Effective Date are not purchased or are forfeited or expire expire, or if an Award otherwise terminate terminates without delivery of any Stock subject thereto or are is settled in cash in lieu of shares, then the number of shares of Stock counted against the aggregate number of shares available under the Plan with respect to such Award or award shall, to the extent of any such forfeiture, termination, expiration, or settlement, expiration again be available for making Awards under the Plan. (d) The If the exercise price of any Option or the tax withholding obligations of any Award granted under the Plan is satisfied by tendering shares of Stock to the Company (by either actual delivery or by attestation), only the number of shares of Stock issued net of the shares of Stock tendered shall be deemed delivered for purposes of determining the maximum number of shares of Stock available for issuance delivery under the Plan will not be increased by the number of shares of Stock (i) tendered, withheld, or subject to an Award granted under the Plan surrendered in connection with the purchase of shares of Stock upon exercise of an Option, (ii) that were not issued upon the net settlement or net exercise of a Stock-settled SAR granted under the Plan, (iii) deducted or delivered from payment of an Award granted under the Plan in connection with the Company's tax withholding obligations as provided in Section 18.3, or (iv) purchased by the Company with proceeds from Option exercises. Plan.
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