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.View More
Variations of a "Stock Subject to the Plan" Clause from Business Contracts
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 (a)Subject to adjustment pursuant to Section 16, 17, 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, (i) Four Million Seven Hundred Fifty Thousand (4,750,000) shares, plus (b) (ii) the number of shares of Stock available for future awards 9 under the Prior Pla...n as of the Original Effective Date, plus (c) (iii) the number of shares of Stock related subject to awards outstanding under the Prior Plan as of the Original Effective Date that which thereafter (A) terminate by expiration or expiration, forfeiture, cancellation, or otherwise without the issuance of such shares, (B) are settled in cash in lieu of such shares or (C) are exchanged with the Committee's permission, before the issuance of Stock and become available such shares, for issuance under the Plan compensatory awards not involving shares (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 (b)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 (c)Shares of Stock to be issued under the Plan shall be authorized but unissued shares, or, to the extent permitted by Applicable Laws, shares of treasury stock and issued shares that have been reacquired by the Company. 4.2Adjustments in Authorized Shares of Stock. In connection with mergers, reorganizations, separations, or other transactions involving the Company or a Subsidiary 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 Awards under the Plan for such awards. Assumed awards therefor. The Share Limit shall not, but Substitute Awards shall, reduce not 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, adjusted 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 4.3Share Usage. (a)Shares of Stock covered by subject to an Award shall be counted against the Share Limit 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 Date. 10 (b)Any shares of Stock that are subject to Awards, including shares Awards of Stock acquired through dividend reinvestment pursuant to Section 10, will Options and SARs shall 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 set forth in Section 4.1(a) as one (1) share of Stock for every one (1) share of Stock subject to such Award, Award. Any shares of Stock that are subject to Awards other than Options or SARs shall be counted against the Share Limit set forth in Section 4.1(a) as 1.84 shares for every one (1) share of Stock subject to such Award. With respect to SARs, the number of shares of Stock subject to an award of SARs shall be counted against the Share Limit under the Plan regardless of the number of shares of Stock actually issued to settle such SARs upon the exercise of the SARs. A exercise. With respect to Performance Awards and Annual Incentive Awards, a number of shares of Stock at least equal to the maximum target number of shares issuable under a Performance-Based Award such Award, and with giving effect to the share counting rules set forth in this section, 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 issued, with giving effect to the share counting rules set forth in this section, upon settlement of the Performance-Based Award Performance Awards and Annual Incentive Awards, to the extent different from such number of shares. (c) If any (c)Any shares of Stock covered by an Award related to Awards under the Plan or any award awards outstanding under the Prior Plan as of the Original Effective Date are not purchased or are forfeited or expire which thereafter terminate by expiration, forfeiture, cancellation, or otherwise terminate without delivery the issuance of any Stock subject thereto such shares or are is 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 shall be available again for making Awards grant under the Plan. (d) The Plan in an amount determined in accordance with the methodology set forth in Section 4.3(b). (d)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 or Stock Appreciation Right, (ii) that were not issued upon the net settlement or net exercise of a an Option or 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) purchased by the Company with proceeds from Option or Stock Appreciation Right exercises. View More
Stock Subject to the Plan. 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 as provided under Section 16, the maximum number of 17.1, 1,900,000 shares of Stock reserved shall be authorized for issuance under the Plan shall be equal pursuant 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 Prio...r 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 Awards 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 Reserve"). 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, transactions. The Share Reserve 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 shares substitution. 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 the 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) 4.3.Share 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 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 exercise. The target number of shares issuable under a Performance-Based Performance Award grant shall be counted against the Share Limit 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 Performance Award to the extent different from such target 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, 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 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. View More
Stock Subject to the Plan. (a) 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, 17, the maximum number of shares of Stock reserved for issuance under the Plan shall be equal to the sum of (a) three (i) eight hundred thirty thousand (300,000) shares of Stock, (830,000) shares, plus (b) (ii) the number of shares of Stock available for future awards 9 under the Prior Plan Plans as of the Effective Date, plus...(c) (iii) the number of shares of Stock related subject to awards outstanding under the Prior Plan Plans as of the Effective Date that which thereafter (A) terminate by expiration or expiration, forfeiture, cancellation, or otherwise without the issuance of such shares, (B) are settled in cash in lieu of such shares or (C) are exchanged with the Committee's permission, before the issuance of Stock and become available such shares, for issuance under the Plan compensatory awards not involving shares (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. (b) 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. (c) Shares of Stock to be issued under the Plan shall be authorized but unissued shares, or, to the extent permitted by Applicable Laws, shares of treasury stock and issued shares that have been reacquired by the Company. 4.2 Adjustments in Authorized Shares of Stock. In connection with mergers, reorganizations, separations, or other transactions involving the Company or a Subsidiary 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 Awards under the Plan for such awards. Assumed awards therefor. The Share Limit shall not, but Substitute Awards shall, reduce not 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, adjusted 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 subject to an Award shall be counted against the Share Limit as used as of the Grant Date for purposes of calculating the number of shares of Stock available for issuance under Section 4.1. Date. 8 (b) Any shares of Stock that are subject to Awards, including shares Awards of Stock acquired through dividend reinvestment pursuant to Section 10, will Options and SARs shall 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 set forth in Section 4.1(a) as one (1) share of Stock for every one (1) share of Stock subject to such Award, Award. Any shares of Stock that are subject to Awards other than Options or SARs shall be counted against the Share Limit set forth in Section 4.1(a) as 3.0 shares for every one (1) share of Stock subject to such Award. With respect to SARs, the number of shares of Stock subject to an award of SARs shall be counted against the Share Limit under the Plan regardless of the number of shares of Stock actually issued to settle such SARs upon the exercise of the SARs. A exercise. With respect to Performance Awards and Annual Incentive Awards, a number of shares of Stock at least equal to the maximum target number of shares issuable under a Performance-Based such 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 Performance Awards and Annual Incentive Awards, to the extent different from such number of shares. (c) If any Any shares of Stock covered by an Award related to Awards under the Plan or any award awards outstanding under the Prior Plan Plans as of the Effective Date are not purchased or are forfeited or expire which thereafter terminate by expiration, forfeiture, cancellation, or otherwise terminate without delivery the issuance of any Stock subject thereto such shares or are is 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 shall be available again for making Awards grant under the Plan. Plan in an amount determined in accordance with the methodology set forth in Section 4.3(b). (d) 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, (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) purchased by the Company with proceeds from Option exercises. View More
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, 18, the maximum number of shares of Stock reserved available for issuance under the Plan shall be equal to the sum of (a) three million two hundred fifty thousand (300,000) (3,250,000) 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 n...umber 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. 4.3 Share Usage Usage. (a) 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) Any shares of Stock that are subject to Awards, including shares of Stock acquired through dividend reinvestment pursuant to Section 10, will 10.4, shall 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 issuance 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. The number of shares of Stock subject to an Award of SARs shall be counted against the share issuance limit set forth in Section 4.1 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 thereof. The target number of shares issuable under a Performance-Based Award Performance Share grant shall be counted against the Share Limit share issuance limit set 11 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 subject to 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 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 13.2, (ii) deducted or delivered from payment of an Award in connection with the Company's tax withholding obligations as provided in Section 19.3, (iii) purchased by the Company with proceeds from Option exercises, or (iv) subject to a SAR granted under the Plan that is settled in shares of Stock 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. such SAR. 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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 million eight hundred fifty-two thousand (300,000) shares of Stock, plus (b) the number of four hundred sixty-eight (3,852,468) shares of Stock available for future awards 9 under the Prior Plan as of the E...ffective 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. Board. 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 the 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 Board 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 and to grant Substitute Awards substitute awards under the Plan for such awards. Assumed awards The Share Limit 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 9 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. (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 everyone (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, 16.3, or (iv) purchased by the Company with proceeds from Option exercises. View More
Stock Subject to the Plan. Number of Shares of Stock Reserved for Awards. Subject to such additional shares of Stock adjustment as shall be available for issuance under provided in Section 4.2 and Section 17 , 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 will be equal to the sum of (a) three (i) five hundred thousand (300,000) (500,000) shares of Stock, plus (b) (ii) the number of shares of Stock availab...le for future awards 9 under the Prior Plan as of the Effective Amendment Date, plus (c) (iii) the number of shares of Stock related to awards outstanding under the Prior Plan as of the Effective Amendment 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. " Share Limit "). 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 Shares of Stock to be issued under the Plan shall be authorized but unissued shares or, to the extent permitted by Applicable Laws, issued shares that have been reacquired by the Company . 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 The Share Limit 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 the 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 requirements of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded. 4.3 A-8 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) 4.1 . 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 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 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 the SAR upon the exercise of the SARs. A number of shares of Stock equal to the maximum exercise. The target number of shares issuable under a Performance-Based Performance Award shall be counted against the Share 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 Performance Award to the extent different from such target 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 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) Plan in the same amount as such shares of Stock were counted against the Share 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, 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 deducted or delivered from payment of an Award payment in connection with the Company's tax withholding obligations as described in Section 18.3 , (iii) purchased by the Company with proceeds from Option exercises, or (iv) 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. SAR. View More
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, 4.2 and Section 4.3(c), and subject to adjustment pursuant to Section Article 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) 12,818,902 shares of Stock, plus Stock and (b) an annual increase to be added on the first business day of the calendar year beginning with the calendar year f...ollowing the calendar year in which the Plan becomes effective equal to the lesser of: (i) 5,636,259 shares of Stock; or (ii) a lesser number of shares of Stock available for future awards 9 under as determined by the Prior Plan as of Committee (collectively, 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 and to grant Substitute Awards under the Plan for such awards. Assumed awards The Share Limit 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. 9 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. (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 At least the target number of shares of Stock equal to the maximum number of shares issuable under a Performance-Based Performance Award grant shall be counted against the Share 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 of Stock issued upon settlement of the Performance-Based Performance Award to the extent different from such target number of shares. shares of Stock. (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 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, or (iv) purchased by the Company with proceeds from Option exercises. View More
