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Stock Subject to the Plan Clause Example with 16 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. Authorized Number of Shares Subject to adjustment under Section 16, the total number of shares of Common Stock authorized to be awarded under the Plan shall not exceed the sum of (A) 4,250,000 and (B) the number of shares of Common Stock available for the grant of awards as of the Effective Date under the Predecessor Plans. In addition, shares of Common Stock underlying any outstanding award granted under the Predecessor Plans that, following the Effective Date, expires, or is terminated, surren...dered or forfeited for any reason without issuance of such shares shall be available for the grant of new Awards under this Plan. As provided in Section 1, no new awards shall be granted under the Predecessor Plans following the Effective Date. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares, treasury shares, or shares purchased on the open market or otherwise, all as determined by the Company from time to time. 4.2. Share Counting 4.2.1. General Each share of Common Stock granted in connection with an Award shall be counted as one share against the limit in Section 4.1, subject to the provisions of this Section 4.2. 4.2.2. Cash-Settled Awards Any Award settled in cash shall not be counted as shares of Common Stock for any purpose under this Plan. 4.2.3. Expired or Terminated Awards If any Award under the Plan expires, or is terminated, surrendered or forfeited, in whole or in part, the unissued Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. 4.2.4. Payment of Option Price or Tax Withholding in Shares If shares of Common Stock issuable upon exercise, vesting or settlement of an Award, or shares of Common Stock owned by a Grantee (which are not subject to any pledge or other security interest), are surrendered or tendered to the Company in payment of the Option Price or Purchase Price of an Award or any taxes required to be withheld in respect of an Award, in each case, in accordance with the terms and conditions of the Plan and any applicable Award Agreement, such surrendered or tendered shares of Common Stock shall again be available for the grant of Awards under the Plan. For a share-settled SAR, only the net shares actually issued upon exercise of the SAR shall be counted against the limit in Section 4.1. 4.2.5. Substitute Awards In the case of any Substitute Award, such Substitute Award shall not be counted against the number of shares reserved under the Plan. 6 4.3. Award Limits 4.3.1. Incentive Stock Options. Subject to adjustment under Section 16, 4,250,000 shares of Common Stock available for issuance under the Plan shall be available for issuance under Incentive Stock Options. 4.3.2. Individual Award Limits for Section 162(m)—Share-Based Awards. Subject to adjustment under Section 16, the maximum number of each type of Award (other than cash-based Performance Awards) intended to constitute "performance-based compensation" under Section 162(m) granted to any Grantee in any calendar year shall not exceed the following number of shares of Common Stock: (i) Options and SARs: 1 million shares; and (ii) all share-based Performance Awards (including Restricted Stock, Restricted Stock Units and Other Stock-based Awards that are Performance Awards): 1 million shares. 4.3.3. Individual Award Limits for Section 162(m)—Cash-Based Awards. The maximum amount of cash-based Performance Awards intended to constitute "performance-based compensation" under Section 162(m) granted to any Grantee in any calendar year shall not exceed the following: (i) Annual Incentive Award: $10 million; and (ii) all other cash-based Performance Awards: $10 million. 4.3.4. Limits on Awards to Non-Employee Directors. No more than $500,000 may be granted in share-based Awards under the Plan during any one year to a Grantee who is a Non-Employee Director (based on the Fair Market Value of the shares of Common Stock underlying the Award as of the applicable Grant Date in the case of Restricted Stock, Restricted Stock Units or Other Stock-based Awards, and based on the applicable grant date fair value for accounting purposes in the case of Options or SARs); provided, however, that share-based Awards made to a Grantee who is a Non-Employee Director at such Grantee's election in lieu of all or a portion of his or her Retainer for service on the Board and any Board committee shall not be counted towards the limit under this Section 4.3.4.
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Sealed Air contract
Variations of a "Stock Subject to the Plan" Clause from Business Contracts
Stock Subject to the Plan. Authorized Number of Shares Subject to adjustment under Section 16, 15 , the total aggregate number of shares of Common Stock Shares authorized to be awarded issued under the Plan shall not exceed the sum of (A) 4,250,000 and (B) the number of shares of Common Stock available for the grant of awards as of the Effective Date under the Predecessor Plans. In addition, shares of Common Stock underlying any outstanding award granted under the Predecessor Plans that, following the Effective Date, expi...res, or is terminated, surrendered or forfeited for any reason without issuance of such shares shall be available for the grant of new Awards under this Plan. As provided in Section 1, no new awards shall be granted under the Predecessor Plans following the Effective Date. 850,000. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares, Shares, treasury shares, Shares or shares Shares purchased on the open market or otherwise, all as determined by the Company Board from time to time. 4.2. 21.2. Share Counting 4.2.1. 21.2.1. General Each share of Common Stock Share granted in connection with an Award shall be counted as one share Share against the limit in Section 4.1, 4.1 , subject to the provisions of this Section 4.2. 4.2.2. 4.2 . 21.2.2. Cash-Settled Awards Any Award settled in cash shall not be counted as shares of Common Stock issued Shares for any purpose under this the Plan. 4.2.3. 21.2.3. Expired or Terminated Awards If any Award under the Plan expires, or is terminated, surrendered or forfeited, in whole or in part, the unissued Common Stock Shares covered by such Award shall again be available for the grant of Awards under the Plan. 4.2.4. Awards. 5 21.2.4. Payment of Option Price or Tax Withholding in Shares If shares of Common Stock Shares issuable upon exercise, vesting or settlement of an Award, or shares of Common Stock Shares owned by a Grantee (which are not subject to any pledge or other security interest), interest) are surrendered or tendered to the Company in payment of the Option Price or Purchase Price of an Award or any taxes required to be withheld in respect of an Award, in each case, in accordance with the terms and conditions of the Plan and any applicable Award Agreement, such surrendered or tendered shares of Common Stock Shares shall again be available for the grant of Awards under the Plan. Awards. For a share-settled stock-settled SAR, only the net shares Shares actually issued upon exercise of the SAR shall be counted against the limit in Section 4.1. 4.2.5. 4.1 . 21.2.5. Substitute Awards In the case of any Substitute Award, such Substitute Award Awards shall not be counted against the number of shares Shares reserved under the Plan. 6 4.3. Award 21.3. Limits 4.3.1. Incentive Stock Options. Subject on Awards to adjustment under Section 16, 4,250,000 shares Non-Employee Directors The maximum value of Common Stock available for issuance under the Plan shall be available for issuance under Incentive Stock Options. 4.3.2. Individual Award Limits for Section 162(m)—Share-Based Awards. Subject to adjustment under Section 16, the maximum number of each type of Award (other than cash-based Performance Awards) intended to constitute "performance-based compensation" under Section 162(m) Awards granted to any Grantee in during any calendar year to any Non-Employee Director, taken together with any cash fees paid to such Non-Employee Director during the calendar year and the value of awards granted to the Non-Employee Director under any other equity compensation plan of the Company or an Affiliate during the calendar year, shall not exceed the following number in total value (calculating the value of shares of Common Stock: (i) Options and SARs: 1 million shares; and (ii) all share-based Performance any Awards (including Restricted Stock, Restricted Stock Units and Other Stock-based Awards that are Performance Awards): 1 million shares. 4.3.3. Individual Award Limits for Section 162(m)—Cash-Based Awards. The maximum amount of cash-based Performance Awards intended to constitute "performance-based compensation" under Section 162(m) granted to any Grantee in any calendar year shall not exceed the following: (i) Annual Incentive Award: $10 million; and (ii) all or other cash-based Performance Awards: $10 million. 4.3.4. Limits on Awards to Non-Employee Directors. No more than $500,000 may be granted in share-based Awards under the Plan during any one year to a Grantee who is a Non-Employee Director (based on the Fair Market Value of the shares of Common Stock underlying the Award as of the applicable Grant Date in the case of Restricted Stock, Restricted Stock Units or Other Stock-based Awards, and equity compensation plan awards based on the applicable grant date fair value for accounting purposes in financial reporting purposes): (i) $500,000 for the case Chair of Options or SARs); provided, however, that share-based Awards made to a Grantee who is a Non-Employee Director at such Grantee's election in lieu of all or a portion of his or her Retainer for service on the Board and any (ii) $300,000 for each Non-Employee Director other than the Chair of the Board; provided , however , that Awards granted to Non-Employee Directors upon their initial election to the Board committee or the board of directors of an Affiliate shall not be counted towards the limit under this Section 4.3.4. 4.3.4 . Any Awards or other equity compensation plan awards that are scheduled to vest over a period of more than one calendar year shall be applied pro rata (based on grant date fair value as provided above) for purposes of the limit under this Section 4.3.4 based on the number of years over which such awards are scheduled to vest.
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Stock Subject to the Plan. Authorized Number of Shares Subject to adjustment under Section 16, 15, the aggregate number of Shares that may be initially issued pursuant to the Plan shall equal 18% of the total number of shares Shares outstanding immediately following the completion of the Initial Public Offering (assuming for this purpose the issuance of all Shares issuable under the Company's equity compensation plans, the conversion into Common Stock authorized to be awarded under the Plan shall not exceed the sum of (A)... 4,250,000 and (B) the number of shares of all outstanding securities that are convertible by their terms into Common Stock available and the exercise of all options and warrants exercisable for Shares and including Shares and warrants issued to the grant underwriters for such Initial Public Offering upon exercise of awards as their over-allotment option, if any) ([_________] Shares). A maximum of the Effective Date under the Predecessor Plans. In addition, shares of Common Stock underlying any outstanding award granted under the Predecessor Plans that, following the Effective Date, expires, or is terminated, surrendered or forfeited for any reason without issuance of such shares 3,000,000 Shares shall be available for issuance under Incentive Stock Options under the grant Plan; provided for avoidance of new Awards under this Plan. As provided in Section 1, no new awards doubt such number shall be granted under automatically adjusted in connection with any stock split that takes place after the Predecessor Plans following the Restatement Effective Date. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares, Shares, treasury shares, Shares or shares Shares purchased on the open market or otherwise, all as determined by the Company from time to time. otherwise. 4.2. Share Counting 4.2.1. General Each share of Common Stock granted in connection with an Award shall be counted as one share against the limit in Section 4.1, subject to the provisions of this Section 4.2. 4.2.2. Cash-Settled Awards Any Award settled in cash shall not be counted as shares of Common Stock issued Shares for any purpose under this the Plan. 4.2.3. Expired or Terminated Awards If any Award under the Plan expires, or is terminated, surrendered or forfeited, in whole or in part, the unissued Common Stock Shares covered by such Award shall again be available for the grant of Awards under Awards. If Shares issued pursuant to the Plan. 4.2.4. Payment Plan are repurchased by, or are surrendered or forfeited to the Company at no more than cost, such Shares shall again be available for the grant of Option Price or Tax Withholding in Awards. If Shares If shares of Common Stock issuable upon exercise, vesting or settlement of an Award, or shares of Common Stock Shares owned by a Grantee (which are not subject to any pledge or other security interest), are surrendered or tendered to the Company in payment of the Option Price or Purchase Price of an Award or any taxes required to be withheld in respect of an Award, in each case, in accordance with the terms and conditions of the Plan and any applicable Award Agreement, such surrendered or tendered shares of Common Stock Shares shall again be available for the grant of Awards under the Plan. For a share-settled SAR, only the net shares actually issued upon exercise of the SAR shall be counted against the limit in Section 4.1. 4.2.5. Awards. Substitute Awards In the case of any Substitute Award, such Substitute Award shall not be counted against the number of shares reserved under Shares available for the Plan. 6 grant of Awards. 7 4.3. Individual Award Limits 4.3.1. Incentive Stock Options. Subject to adjustment under Section 16, 4,250,000 shares Director Awards The maximum value of Common Stock available for issuance under the Plan shall be available for issuance under Incentive Stock Options. 4.3.2. Individual Award Limits for Section 162(m)—Share-Based Awards. Subject to adjustment under Section 16, the maximum number of each type of Award (other than cash-based Performance Awards) intended to constitute "performance-based compensation" under Section 162(m) Awards granted to any Grantee in during any calendar year to any Non-employee Director, taken together with any cash fees paid to such Non-employee Director during the calendar year and the value of awards granted to the Non-employee Director under any other equity compensation plan of the Company or an Affiliate during the calendar year, shall not exceed the following number in total value (calculating the value of shares of Common Stock: (i) Options and SARs: 1 million shares; and (ii) all share-based Performance any Awards (including Restricted Stock, Restricted Stock Units and Other Stock-based Awards that are Performance Awards): 1 million shares. 4.3.3. Individual Award Limits for Section 162(m)—Cash-Based Awards. The maximum amount of cash-based Performance Awards intended to constitute "performance-based compensation" under Section 162(m) granted to any Grantee in any calendar year shall not exceed the following: (i) Annual Incentive Award: $10 million; and (ii) all or other cash-based Performance Awards: $10 million. 4.3.4. Limits on Awards to Non-Employee Directors. No more than $500,000 may be granted in share-based Awards under the Plan during any one year to a Grantee who is a Non-Employee Director (based on the Fair Market Value of the shares of Common Stock underlying the Award as of the applicable Grant Date in the case of Restricted Stock, Restricted Stock Units or Other Stock-based Awards, and equity compensation plan awards based on the applicable grant date fair value for accounting purposes in the case of Options or SARs); financial reporting purposes): $300,000 for each Non-employee Director; provided, however, that share-based Awards made awards granted to a Grantee who is a Non-Employee Director at such Grantee's Non-employee Directors upon their initial election in lieu of all or a portion of his or her Retainer for service on to the Board and any Board committee or the board of directors of an Affiliate shall not be counted towards the limit under this Section 4.3.4. 4.3.1. 4.3.2. Section 162(m) Limits No later than the end of the Transition Period, the maximum number of Shares for each type of Other Share-based Award, and the maximum amount of cash for any cash-based Award, intended to qualify as Performance-Based Compensation granted to any Grantee in any specified period shall be established by the Company and approved by the Stockholders.
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ENDRA Life Sciences Inc. contract
Stock Subject to the Plan. Authorized Number of Shares Shares. Subject to adjustment under Section 16, 15, the total aggregate number of shares of Common Stock authorized that may be initially issued pursuant to be awarded under the Plan shall not exceed is 997,500; provided that upon completion of the sum reverse stock split implemented by the Company in connection with the Initial Public Offering and in lieu of (A) 4,250,000 and (B) an adjustment pursuant to Section 15 hereof, the number of shares of Common Stock availa...ble for that may be initially issued pursuant to the grant of awards as of the Effective Date under the Predecessor Plans. In addition, Plan shall be adjusted concurrently therewith so that it shall equal 250,000 shares of Common Stock underlying any outstanding award granted under the Predecessor Plans that, following the Effective Date, expires, or is terminated, surrendered or forfeited for any reason without issuance of such shares shall be available for the grant of new Awards under this Plan. As provided in Section 1, no new awards shall be granted under the Predecessor Plans following the Effective Date. Stock. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares, treasury shares, or shares purchased on the open market or otherwise, all as determined by the Company from time to time. 5 4.2. Share Counting 4.2.1. General Each share of Common Stock granted in connection with an Award shall be counted as one share against the limit in Section 4.1, subject to the provisions of this Section 4.2. 4.2.2. Cash-Settled Awards Counting. Any Award settled in cash shall not be counted as shares of Common Stock for any purpose under this Plan. 4.2.3. Expired or Terminated Awards If any Award under the Plan expires, or is terminated, surrendered or forfeited, in whole or in part, the unissued Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. 4.2.4. Payment If shares of Option Price Common Stock issued pursuant to the Plan are repurchased by, or Tax Withholding in Shares are surrendered or forfeited to the Company at no more than cost, such shares of Common Stock shall again be available for the grant of Awards under the Plan. If shares of Common Stock issuable upon exercise, vesting or settlement of an Award, or shares of Common Stock owned by a Grantee (which are not subject to any pledge or other security interest), are surrendered or tendered to the Company in payment of the Option Price or Purchase Price of an Award or any taxes required to be withheld in respect of an Award, in each case, in accordance with the terms and conditions of the Plan and any applicable Award Agreement, such surrendered or tendered shares of Common Stock shall again be become available for the grant of Awards issuance under the Plan. For a share-settled SAR, only the net shares actually issued upon exercise of the SAR shall be counted against the limit In addition, in Section 4.1. 4.2.5. Substitute Awards In the case of any Substitute Award, such Substitute Award shall not be counted against the number of shares reserved under the Plan. 6 4.3. Award Limits 4.3.1. Incentive Stock Options. Subject to adjustment under Section 16, 4,250,000 shares of Common Stock available for issuance under the Plan shall be available for issuance under Incentive Stock Options. 4.3.2. Individual Award Limits for Section 162(m)—Share-Based Awards. Subject to adjustment under Section 16, the maximum number of each type of Award (other than cash-based Performance Awards) intended to constitute "performance-based compensation" under Section 162(m) granted to any Grantee in any calendar year shall not exceed the following number of shares of Common Stock: (i) Options and SARs: 1 million shares; and (ii) all share-based Performance Awards (including Restricted Stock, Restricted Stock Units and Other Stock-based Awards that are Performance Awards): 1 million shares. 4.3.3. Individual Award Limits for Section 162(m)—Cash-Based Awards. The maximum amount of cash-based Performance Awards intended to constitute "performance-based compensation" under Section 162(m) granted to any Grantee in any calendar year shall not exceed the following: (i) Annual Incentive Award: $10 million; and (ii) all other cash-based Performance Awards: $10 million. 4.3.4. Limits on Awards to Non-Employee Directors. No more than $500,000 may be granted in share-based Awards under the Plan during any one year to a Grantee who is a Non-Employee Director (based on the Fair Market Value of the shares of Common Stock underlying the Award as of the applicable Grant Date in the case of Restricted Stock, Restricted Stock Units or Other Stock-based Awards, and based on the applicable grant date fair value for accounting purposes in the case of Options or SARs); provided, however, that share-based Awards made to a Grantee who is a Non-Employee Director at such Grantee's election in lieu of all or a portion of his or her Retainer for service on the Board and any Board committee shall not be counted towards the limit under this Section 4.3.4.
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Energous Corp contract
Stock Subject to the Plan. 4.1. Authorized Number of Shares Shares. Subject to adjustment under Section 16, 15, the total number of shares of Common Stock authorized to be awarded under the Plan from and after the Effective Date shall not exceed the sum of (A) 4,250,000 and (B) the number of shares of Common Stock available for the grant of awards as of the Effective Date under the Predecessor Plans. In addition, shares of Common Stock underlying any outstanding award granted under the Predecessor Plans that, following th...e Effective Date, expires, or is terminated, surrendered or forfeited for any reason without issuance of such shares shall be available for the grant of new Awards under this Plan. As provided in Section 1, no new awards shall be granted under the Predecessor Plans following the Effective Date. 3,500,000 shares. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares, treasury shares, or shares purchased on the open market or otherwise, all as determined by the Company from time to time. 4.2. Share Counting Counting. 4.2.1. General General. Each share of Common Stock granted in connection with an Award shall be counted as one share against the limit in Section 4.1, subject to the provisions of this Section 4.2. 4.2.2. Cash-Settled Awards Awards. Any Award (whether granted before or after the Restatement Effective Date) settled in cash after the Restatement Effective Date shall not be counted as shares of Common Stock for any purpose under this Plan and shall again be available for the grant of Awards under the Plan. 4.2.3. Expired or Terminated Awards Awards. If any Award under the Plan (whether granted before or after the Restatement Effective Date) expires, or is terminated, surrendered or forfeited, forfeited after the Restatement Effective Date, in whole or in part, the unissued shares of Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. 4.2.4. Payment of Option Price or Tax Withholding in Shares If Shares. The full number of shares of Common Stock issuable upon exercise, vesting with respect to which an Option or settlement SAR is granted shall count against the aggregate number of an Award, or shares of Common Stock owned by a Grantee (which are not subject to any pledge or other security interest), are surrendered or tendered to available for grant under the Company in payment of the Option Price or Purchase Price of an Award or any taxes required to be withheld in respect of an Award, in each case, Plan. Accordingly, if in accordance with the terms and conditions of the Plan and any applicable Award Agreement, Plan, a Participant pays the Option Price for an Option by either tendering previously owned shares or having the Company withhold shares, then such shares surrendered or tendered to pay the Option Price shall continue to count against the aggregate number of shares of Common Stock shall again be available for the grant of Awards under the Plan. For a share-settled SAR, only the net shares actually issued upon exercise of the SAR shall be counted against the limit Plan set forth in Section 4.1. In addition, if in accordance with the terms of the Plan, a Participant satisfies any tax withholding requirement with respect to any taxable event arising as a result of this Plan by either tendering previously owned shares or having the Company withhold shares, then such shares surrendered to satisfy such tax withholding requirements shall continue to count against the aggregate number of shares available for grant under the Plan set forth in Section 4.1. -7- 4.2.5. Substitute Awards Awards. In the case of any Substitute Award, such Substitute Award shall not be counted against the number of shares reserved under the Plan. 6 4.3. Award Limits 4.3.1. Incentive Stock Options. Option Award Limits. Subject to adjustment under Section 16, 4,250,000 15, 3,500,000 shares of Common Stock shall be available for issuance under the Plan shall be available for issuance under Incentive Stock Options. 4.3.2. Individual Award Limits for Section 162(m)—Share-Based Awards. Subject to adjustment under Section 16, the maximum number of each type of Award (other than cash-based Performance Awards) intended to constitute "performance-based compensation" under Section 162(m) granted to any Grantee in any calendar year shall not exceed the following number of shares of Common Stock: (i) Options and SARs: 1 million shares; and (ii) all share-based Performance Awards (including Restricted Stock, Restricted Stock Units and Other Stock-based Awards that are Performance Awards): 1 million shares. 4.3.3. Individual Award Limits for Section 162(m)—Cash-Based Awards. The maximum amount of cash-based Performance Awards intended to constitute "performance-based compensation" under Section 162(m) granted to any Grantee in any calendar year shall not exceed the following: (i) Annual Incentive Award: $10 million; and (ii) all other cash-based Performance Awards: $10 million. 4.3.4. Limits on Awards to Non-Employee Directors. No more than $500,000 may be granted in share-based Awards under the Plan during any one year to a Grantee who is a Non-Employee Director (based on the Fair Market Value of the shares of Common Stock underlying the Award as of the applicable Grant Date in the case of Restricted Stock, Restricted Stock Units or Other Stock-based Awards, and based on the applicable grant date fair value for accounting purposes in the case of Options or SARs); provided, however, that share-based Awards made to a Grantee who is a Non-Employee Director at such Grantee's election in lieu of all or a portion of his or her Retainer for service on the Board and any Board committee shall not be counted towards the limit under this Section 4.3.4.
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SONDORS Inc. contract
Stock Subject to the Plan. Authorized Number of Shares Subject to adjustment under Section 16, 15, the total aggregate number of shares of Common Stock authorized that may be initially issued pursuant to be awarded under the Plan shall not exceed the sum of (A) 4,250,000 and (B) the number of shares of Common Stock available for the grant of awards as of the Effective Date under the Predecessor Plans. In addition, shares of Common Stock underlying any outstanding award granted under the Predecessor Plans that, following t...he Effective Date, expires, or is terminated, surrendered or forfeited for any reason without issuance of such shares shall be available for the grant of new Awards under this Plan. As provided in Section 1, no new awards shall be granted under the Predecessor Plans following the Effective Date. 6,000,000; Shares issued under the Plan may consist in whole or in part of authorized but unissued shares, treasury shares, or shares purchased on the open market or otherwise, all as determined by the Company from time to time. 4.2. Share Counting 4.2.1. General Each share of Common Stock granted in connection with an Award shall be counted as one share against the limit in Section 4.1, subject to the provisions of this Section 4.2. 4.2.2. Cash-Settled Awards 5 4.2.Share Counting. Any Award settled in cash shall not be counted as shares of Common Stock for any purpose under this Plan. 4.2.3. Expired or Terminated Awards If any Award under the Plan expires, or is terminated, surrendered or forfeited, in whole or in part, the unissued Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. 4.2.4. Payment If shares of Option Price Common Stock issued pursuant to the Plan are repurchased by, or Tax Withholding in Shares are surrendered or forfeited to the Company at no more than cost, such shares of Common Stock shall again be available for the grant of Awards under the Plan. If shares of Common Stock issuable upon exercise, vesting or settlement of an Award, or shares of Common Stock owned by a Grantee (which are not subject to any pledge or other security interest), are surrendered or tendered to the Company in payment of the Option Price or Purchase Price of an Award or any taxes required to be withheld in respect of an Award, in each case, in accordance with the terms and conditions of the Plan and any applicable Award Agreement, such surrendered or tendered shares of Common Stock shall again be become available for the grant of Awards issuance under the Plan. For a share-settled SAR, only the net shares actually issued upon exercise of the SAR shall be counted against the limit In addition, in Section 4.1. 4.2.5. Substitute Awards In the case of any Substitute Award, such Substitute Award shall not be counted against the number of shares reserved under the Plan. 6 4.3. Award Limits 4.3.1. Incentive Stock Options. Subject to adjustment under Section 16, 4,250,000 shares of Common Stock available for issuance under the Plan shall be available for issuance under Incentive Stock Options. 4.3.2. Individual Award Limits for Section 162(m)—Share-Based Awards. Subject to adjustment under Section 16, the maximum number of each type of Award (other than cash-based Performance Awards) intended to constitute "performance-based compensation" under Section 162(m) granted to any Grantee in any calendar year shall not exceed the following number of shares of Common Stock: (i) Options and SARs: 1 million shares; and (ii) all share-based Performance Awards (including Restricted Stock, Restricted Stock Units and Other Stock-based Awards that are Performance Awards): 1 million shares. 4.3.3. Individual Award Limits for Section 162(m)—Cash-Based Awards. The maximum amount of cash-based Performance Awards intended to constitute "performance-based compensation" under Section 162(m) granted to any Grantee in any calendar year shall not exceed the following: (i) Annual Incentive Award: $10 million; and (ii) all other cash-based Performance Awards: $10 million. 4.3.4. Limits on Awards to Non-Employee Directors. No more than $500,000 may be granted in share-based Awards under the Plan during any one year to a Grantee who is a Non-Employee Director (based on the Fair Market Value of the shares of Common Stock underlying the Award as of the applicable Grant Date in the case of Restricted Stock, Restricted Stock Units or Other Stock-based Awards, and based on the applicable grant date fair value for accounting purposes in the case of Options or SARs); provided, however, that share-based Awards made to a Grantee who is a Non-Employee Director at such Grantee's election in lieu of all or a portion of his or her Retainer for service on the Board and any Board committee shall not be counted towards the limit under this Section 4.3.4.
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Stock Subject to the Plan. Authorized Number of Shares Shares. Subject to adjustment under Section 16, 15, the aggregate number of shares of Common Stock that may be initially issued pursuant to the Plan is Two Million Two Hundred Eighty-Five Thousand Three Hundred Seventeen (2,285,317) shares. The total number of shares of Common Stock authorized to be awarded under described in the Plan shall not exceed the sum of (A) 4,250,000 and (B) the number of shares of Common Stock available for the grant of awards as of the Effe...ctive Date under the Predecessor Plans. In addition, shares of Common Stock underlying any outstanding award granted under the Predecessor Plans that, following the Effective Date, expires, or is terminated, surrendered or forfeited for any reason without issuance of such shares preceding sentence shall be available for the grant of new Awards issuance under this Plan. As provided in Section 1, no new awards shall be granted under the Predecessor Plans following the Effective Date. Incentive Stock Options. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares, treasury shares, or shares purchased on the open market or otherwise, all as determined by the Company from time to time. No later than the end of the Transition Period, the maximum number of shares for each type of Stock-based Award, and the maximum amount of cash for any cash-based Award, intended to constitute "performance-based compensation" under Code Section 162(m) granted to any Grantee in any specified period shall be established by the Company and approved by the Company's stockholders. 4.2. Share Counting 4.2.1. General Each share of Common Stock granted in connection with an Award shall be counted as one share against the limit in Section 4.1, subject to the provisions of this Section 4.2. 4.2.2. Cash-Settled Awards Counting. Any Award settled in cash shall not be counted as shares of Common Stock for any purpose under this Plan. 4.2.3. Expired or Terminated Awards If any Award under the Plan expires, or is terminated, surrendered or forfeited, in whole or in part, the unissued Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. 4.2.4. Payment If shares of Option Price Common Stock issued pursuant to the Plan are repurchased by, or Tax Withholding in Shares are surrendered or forfeited to the Company at no more than cost, such shares of Common Stock shall again be available for the grant of Awards under the Plan. If shares of Common Stock issuable upon exercise, vesting or settlement of an Award, or shares of Common Stock owned by a Grantee (which are not subject to any pledge or other security interest), are surrendered or tendered to the Company in payment of the Option Price or Purchase 9 Price of an Award or any taxes required to be withheld in respect of an Award, in each case, in accordance with the terms and conditions of the Plan and any applicable Award Agreement, such surrendered or tendered shares of Common Stock shall again be become available for the grant of Awards issuance under the Plan. For a share-settled SAR, only the net shares actually issued upon exercise of the SAR shall be counted against the limit In addition, in Section 4.1. 4.2.5. Substitute Awards In the case of any Substitute Award, such Substitute Award shall not be counted against the number of shares reserved under the Plan. 6 4.3. Award Limits 4.3.1. Incentive Stock Options. Subject to adjustment under Section 16, 4,250,000 shares of Common Stock available for issuance under the Plan shall be available for issuance under Incentive Stock Options. 4.3.2. Individual Award Limits for Section 162(m)—Share-Based Awards. Subject to adjustment under Section 16, the maximum number of each type of Award (other than cash-based Performance Awards) intended to constitute "performance-based compensation" under Section 162(m) granted to any Grantee in any calendar year shall not exceed the following number of shares of Common Stock: (i) Options and SARs: 1 million shares; and (ii) all share-based Performance Awards (including Restricted Stock, Restricted Stock Units and Other Stock-based Awards that are Performance Awards): 1 million shares. 4.3.3. Individual Award Limits for Section 162(m)—Cash-Based Awards. The maximum amount of cash-based Performance Awards intended to constitute "performance-based compensation" under Section 162(m) granted to any Grantee in any calendar year shall not exceed the following: (i) Annual Incentive Award: $10 million; and (ii) all other cash-based Performance Awards: $10 million. 4.3.4. Limits on Awards to Non-Employee Directors. No more than $500,000 may be granted in share-based Awards under the Plan during any one year to a Grantee who is a Non-Employee Director (based on the Fair Market Value of the shares of Common Stock underlying the Award as of the applicable Grant Date in the case of Restricted Stock, Restricted Stock Units or Other Stock-based Awards, and based on the applicable grant date fair value for accounting purposes in the case of Options or SARs); provided, however, that share-based Awards made to a Grantee who is a Non-Employee Director at such Grantee's election in lieu of all or a portion of his or her Retainer for service on the Board and any Board committee shall not be counted towards the limit under this Section 4.3.4.
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Evolent Health, Inc. contract
Stock Subject to the Plan. Authorized Number of Shares Subject to adjustment under Section 16, 14, the total aggregate number of shares of Common Stock Shares authorized to be awarded issued under the Plan is 2,000,000, plus, effective as of the 1st Restatement Date, 800,000 Shares (for a 6 total of 2,800,000 Shares as of the 1st Restatement Date); provided, however, that on the first day of each fiscal year of the Company during the period beginning in fiscal year 2018 and ending on the second day of fiscal year 2027, th...e number of Shares authorized to be issued under the Plan shall not exceed be increased by an amount equal to the sum lesser of (A) 4,250,000 and (B) (i) the number of Shares necessary such that the aggregate number of Shares available to be issued under the Plan equals 20.0% of the number of fully-diluted outstanding Shares on such date (assuming the conversion of all outstanding shares of Common Stock available for preferred stock and other outstanding convertible securities and exercise of all outstanding options and warrants to purchase Shares) and (ii) an amount determined by the grant of awards as of the Effective Date under the Predecessor Plans. In addition, shares of Common Stock underlying any outstanding award granted under the Predecessor Plans that, following the Effective Date, expires, or is terminated, surrendered or forfeited for any reason without issuance of such shares shall be available for the grant of new Awards under this Plan. As provided in Section 1, no new awards shall be granted under the Predecessor Plans following the Effective Date. Board. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares, Shares, treasury shares, Shares or shares Shares purchased on the open market or otherwise, all as determined by the Company Board from time to time. 4.2. Share Counting 4.2.1. General Each share of Common Stock Share granted in connection with an Award shall be counted as one share Share against the limit in Section 4.1, subject to the provisions of this Section 4.2. 4.2.2. Cash-Settled Awards Any Award settled in cash shall not be counted as shares of Common Stock issued Shares for any purpose under this the Plan. 4.2.3. Expired or Terminated Awards If any Award under the Plan expires, or is terminated, surrendered or forfeited, in whole or in part, the unissued Common Stock Shares covered by such Award shall again be available for the grant of Awards under the Plan. Awards. 4.2.4. Payment of Option Price or Tax Withholding in Shares If shares of Common Stock Shares issuable upon exercise, vesting or settlement of an Award, or shares of Common Stock Shares owned by a Grantee (which are not subject to any pledge or other security interest), interest) are surrendered or tendered to the Company in payment of the Option Price or Purchase Price of an Award or any taxes required to be withheld in respect of an Award, in each case, in accordance with the terms and conditions of the Plan and any applicable Award Agreement, such surrendered or tendered shares of Common Stock Shares shall again be available for the grant of Awards under the Plan. For a share-settled SAR, only the net shares actually issued upon exercise of the SAR shall be counted against the limit in Section 4.1. Awards. 4.2.5. Substitute Awards In the case of any Substitute Award, such Substitute Award Awards shall not be counted against the number of shares Shares reserved under the Plan. 6 4.3. Award Limits 4.3.1. Incentive Stock Options. Options Subject to adjustment under Section 16, 4,250,000 shares of Common Stock 14, 2,000,000 Shares available for issuance under the Plan shall be available for issuance under as Incentive Stock Options. Options, plus, effective as of the 1st Restatement Date, 800,000 Shares, subject to the occurrence of the 2nd Stockholder Approval Date within 12 months after the 1st Restatement Date (for a total of 2,800,000 Shares as of the 1st Restatement Date, subject to the occurrence of the 2nd Stockholder Approval Date within 12 months after the 1st Restatement Date). 7 4.3.2. Individual Award Limits for Section 162(m)—Share-Based Awards. 162(m) – Share-Based Awards Subject to adjustment under Section 16, 14, the maximum number of each type of Award (other than cash-based Performance Awards) intended to constitute qualify as "performance-based compensation" under Section 162(m) granted to any Grantee in any calendar year shall not exceed the following number of shares of Common Stock: Shares: (i) Options and SARs: 1 million shares; Options: 2,000,000 Shares; and (ii) all share-based Performance Awards (including Restricted Stock, Restricted Stock Units RSUs and Other Stock-based Share-based Awards that are Performance Awards): 1 million shares. 2,000,000 Shares. 4.3.3. Individual Award Limits for Section 162(m)—Cash-Based Awards. 162(m) – Cash-Based Awards The maximum amount of cash-based Performance Awards intended to constitute "performance-based compensation" under Section 162(m) granted to any Grantee in any calendar year shall not exceed the following: (i) Annual Incentive Award: $10 Awards: $1.0 million; and (ii) all other cash-based Performance Awards: $10 $1.0 million. 4.3.4. Limits on Awards to Non-Employee Directors. No more than $500,000 may be Directors The maximum value of Awards granted in share-based Awards under the Plan during any one calendar year to a Grantee who is a any Non-Employee Director, taken together with any cash fees paid to such Non-Employee Director (based on during the Fair Market Value calendar year and the value of awards granted to the Non-Employee Director under any other equity compensation plan of the shares Company or an Affiliate during the calendar year, shall not exceed $250,000 (calculating the value of Common Stock underlying the Award as of the applicable Grant Date in the case of Restricted Stock, Restricted Stock Units any Awards or Other Stock-based Awards, and other equity compensation plan awards based on the applicable grant date fair value for accounting purposes in the case of Options or SARs); financial reporting purposes); provided, however, that share-based Awards made granted to a Grantee who is a Non-Employee Director at such Grantee's election in lieu of all or a portion of upon his or her Retainer for service on initial election to the Board and any Board committee or the board of directors of an Affiliate shall not be counted towards the limit under this Section 4.3.4.
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Cue Biopharma, Inc. contract
Stock Subject to the Plan. Authorized Number of Shares Shares. Subject to adjustment under Section 16, 15, the aggregate number of shares of Common Stock that may be initially issued pursuant to the Plan is 29,000,000. The total number of shares of Common Stock authorized to be awarded under described in the Plan shall not exceed the sum of (A) 4,250,000 and (B) the number of shares of Common Stock available for the grant of awards as of the Effective Date under the Predecessor Plans. In addition, shares of Common Stock u...nderlying any outstanding award granted under the Predecessor Plans that, following the Effective Date, expires, or is terminated, surrendered or forfeited for any reason without issuance of such shares preceding sentence shall be available for the grant of new Awards issuance under this Plan. As provided in Section 1, no new awards shall be granted under the Predecessor Plans following the Effective Date. Incentive Stock Options. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares, treasury shares, or shares purchased on the open market or otherwise, all as determined by the Company from time to time. No later than the end of the Transition Period, the maximum number of shares for each type of Stock-based Award, and the maximum amount of cash for any cash-based Award, intended to constitute "performance-based compensation" under Code Section 162(m) granted to any Grantee in any specified period shall be established by the Company and approved by the Company's stockholders. 4.2. Share Counting 4.2.1. General Each share of Common Stock granted in connection with an Award shall be counted as one share against the limit in Section 4.1, subject to the provisions of this Section 4.2. 4.2.2. Cash-Settled Awards Counting. Any Award settled in cash shall not be counted as shares of Common Stock for any purpose under this Plan. 4.2.3. Expired or Terminated Awards If any Award under the Plan expires, or is terminated, surrendered or forfeited, in whole or in part, the unissued Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. 4.2.4. Payment If shares of Option Price Common Stock issued pursuant to the Plan are repurchased by, or Tax Withholding in Shares are surrendered or forfeited to the Company at no more than cost, such shares of Common Stock shall again be available for the grant of Awards under the Plan. If shares of Common Stock issuable upon exercise, vesting or settlement of an Award, or shares of Common Stock owned by a Grantee (which are not subject to any pledge or other security interest), are surrendered or tendered to the Company in payment of the Option Price or Purchase Price of an Award or any taxes required to be withheld in respect of an Award, in each case, in accordance with the terms and conditions of the Plan and any applicable Award Agreement, such surrendered or tendered shares of Common Stock shall again be become available for the grant of Awards issuance under the Plan. For a share-settled SAR, only the net shares actually issued upon exercise of the SAR shall be counted against the limit In addition, in Section 4.1. 4.2.5. Substitute Awards In the case of any Substitute Award, such Substitute Award shall not be counted against the number of shares reserved under the Plan. 6 4.3. Award Limits 4.3.1. Incentive Stock Options. Subject to adjustment under Section 16, 4,250,000 shares of Common Stock available for issuance under the Plan shall be available for issuance under Incentive Stock Options. 4.3.2. Individual Award Limits for Section 162(m)—Share-Based Awards. Subject to adjustment under Section 16, the maximum number of each type of Award (other than cash-based Performance Awards) intended to constitute "performance-based compensation" under Section 162(m) granted to any Grantee in any calendar year shall not exceed the following number of shares of Common Stock: (i) Options and SARs: 1 million shares; and (ii) all share-based Performance Awards (including Restricted Stock, Restricted Stock Units and Other Stock-based Awards that are Performance Awards): 1 million shares. 4.3.3. Individual Award Limits for Section 162(m)—Cash-Based Awards. The maximum amount of cash-based Performance Awards intended to constitute "performance-based compensation" under Section 162(m) granted to any Grantee in any calendar year shall not exceed the following: (i) Annual Incentive Award: $10 million; and (ii) all other cash-based Performance Awards: $10 million. 4.3.4. Limits on Awards to Non-Employee Directors. No more than $500,000 may be granted in share-based Awards under the Plan during any one year to a Grantee who is a Non-Employee Director (based on the Fair Market Value of the shares of Common Stock underlying the Award as of the applicable Grant Date in the case of Restricted Stock, Restricted Stock Units or Other Stock-based Awards, and based on the applicable grant date fair value for accounting purposes in the case of Options or SARs); provided, however, that share-based Awards made to a Grantee who is a Non-Employee Director at such Grantee's election in lieu of all or a portion of his or her Retainer for service on the Board and any Board committee shall not be counted towards the limit under this Section 4.3.4.
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ENDRA Life Sciences Inc. contract
Stock Subject to the Plan. Authorized Number of Shares Shares. Subject to adjustment under Section 16, 15, the aggregate number of shares of Common Stock that may be initially issued pursuant to the Plan is 4,158,245. The total number of shares of Common Stock authorized to be awarded under described in the Plan shall not exceed the sum of (A) 4,250,000 and (B) the number of shares of Common Stock available for the grant of awards as of the Effective Date under the Predecessor Plans. In addition, shares of Common Stock un...derlying any outstanding award granted under the Predecessor Plans that, following the Effective Date, expires, or is terminated, surrendered or forfeited for any reason without issuance of such shares preceding sentence shall be available for issuance under Incentive Stock Options. From and after the grant of new Awards under this Plan. As provided in Section 1, Effective Date, no new awards shall will be granted made under the Predecessor Plans following the Effective Date. Prior Plan. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares, treasury shares, or shares purchased on the open market or otherwise, all as determined by the Company from time to time. No later than the end of the Transition Period, the maximum number of shares for each type of Stock-based Award, and the maximum amount of cash for any cash-based Award, intended to constitute "performance-based compensation" under Code Section 162(m) granted to any Grantee in any specified period shall be established by the Company and approved by the Company's stockholders. 6 4.2. Share Counting 4.2.1. General Each share of Common Stock granted in connection with an Award shall be counted as one share against the limit in Section 4.1, subject to the provisions of this Section 4.2. 4.2.2. Cash-Settled Awards Counting. Any Award settled in cash shall not be counted as shares of Common Stock for any purpose under this Plan. 4.2.3. Expired or Terminated Awards If any Award under the Plan expires, or is terminated, surrendered or forfeited, in whole or in part, the unissued Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. 4.2.4. Payment If shares of Option Price Common Stock issued pursuant to the Plan are repurchased by, or Tax Withholding in Shares are surrendered or forfeited to the Company at no more than cost, such shares of Common Stock shall again be available for the grant of Awards under the Plan. If shares of Common Stock issuable upon exercise, vesting or settlement of an Award, or shares of Common Stock owned by a Grantee (which are not subject to any pledge or other security interest), are surrendered or tendered to the Company in payment of the Option Price or Purchase Price of an Award or any taxes required to be withheld in respect of an Award, in each case, in accordance with the terms and conditions of the Plan and any applicable Award Agreement, such surrendered or tendered shares of Common Stock shall again be become available for the grant of Awards issuance under the Plan. For a share-settled SAR, only the net shares actually issued upon exercise of the SAR shall be counted against the limit In addition, in Section 4.1. 4.2.5. Substitute Awards In the case of any Substitute Award, such Substitute Award shall not be counted against the number of shares reserved under the Plan. 6 4.3. Award Limits 4.3.1. Incentive Stock Options. Subject to adjustment under Section 16, 4,250,000 shares of Common Stock available for issuance under the Plan shall be available for issuance under Incentive Stock Options. 4.3.2. Individual Award Limits for Section 162(m)—Share-Based Awards. Subject to adjustment under Section 16, the maximum number of each type of Award (other than cash-based Performance Awards) intended to constitute "performance-based compensation" under Section 162(m) granted to any Grantee in any calendar year shall not exceed the following number of shares of Common Stock: (i) Options and SARs: 1 million shares; and (ii) all share-based Performance Awards (including Restricted Stock, Restricted Stock Units and Other Stock-based Awards that are Performance Awards): 1 million shares. 4.3.3. Individual Award Limits for Section 162(m)—Cash-Based Awards. The maximum amount of cash-based Performance Awards intended to constitute "performance-based compensation" under Section 162(m) granted to any Grantee in any calendar year shall not exceed the following: (i) Annual Incentive Award: $10 million; and (ii) all other cash-based Performance Awards: $10 million. 4.3.4. Limits on Awards to Non-Employee Directors. No more than $500,000 may be granted in share-based Awards under the Plan during any one year to a Grantee who is a Non-Employee Director (based on the Fair Market Value of the shares of Common Stock underlying the Award as of the applicable Grant Date in the case of Restricted Stock, Restricted Stock Units or Other Stock-based Awards, and based on the applicable grant date fair value for accounting purposes in the case of Options or SARs); provided, however, that share-based Awards made to a Grantee who is a Non-Employee Director at such Grantee's election in lieu of all or a portion of his or her Retainer for service on the Board and any Board committee shall not be counted towards the limit under this Section 4.3.4.
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Energous Corp contract
Stock Subject to the Plan. Authorized Number of Shares Subject to adjustment under Section 16, 15, the total number of shares of Common Stock authorized to be awarded under the Plan shall not exceed the sum of (A) 4,250,000 and (B) the number of shares of Common Stock available for the grant of awards as of the Effective Date under the Predecessor Plans. 1,250,000 shares. In addition, shares of Common Stock underlying any outstanding award granted under the Predecessor Plans Plan that, following the Effective Date, expire...s, or is terminated, surrendered surrendered, or forfeited for any reason without issuance of such shares (including for outstanding performance share awards to the extent they are earned at less than maximum) shall be available for the grant of new Awards under this Plan. As provided in Section 1, no new awards shall be granted under the Predecessor Plans Plan following the Effective Date. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares, treasury shares, or shares purchased on the open market or otherwise, all as determined by the Company from time to time. 4.2. Share Counting 4.2.1. General 6 4.2.Share Counting. 4.2.1.General. Each share of Common Stock granted in connection with an Award shall be counted as one share against the limit in Section 4.1, subject to the provisions of this Section 4.2. 4.2.2. Cash-Settled Awards 4.2.2.Cash-Settled Awards. Any Award settled in cash shall not be counted as shares of Common Stock for any purpose under this Plan. 4.2.3. Expired 4.2.3.Expired or Terminated Awards Awards. If any Award under the Plan expires, or is terminated, surrendered surrendered, or forfeited, in whole or in part, the unissued Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. 4.2.4. Payment 4.2.4.Payment of Option Price or Tax Withholding in Shares Shares. If shares of Common Stock issuable upon exercise, vesting or settlement of an Award, or shares of Common Stock owned by a Grantee Participant (which are not subject to any pledge or other security interest), are surrendered or tendered to the Company in payment of the Option Price or Purchase Price of an Award or any taxes required to be withheld in respect of an Award, in each case, in accordance with the terms and conditions of the Plan and any applicable Award Agreement, such surrendered or tendered shares of Common Stock shall again be available for the grant of Awards under the Plan. For a share-settled SAR, only the net shares actually issued upon exercise of the SAR shall be counted against the limit in Section 4.1. 4.2.5. Substitute Awards 4.2.5.Substitute Awards. In the case of any Substitute Award, such Substitute Award shall not be counted against the number of shares reserved under the Plan. 6 4.3. Award Limits 4.3.1. Incentive 4.3.Award Limits. 4.3.1.Incentive Stock Options. Subject to adjustment under Section 16, 4,250,000 15, 1,250,000 shares of Common Stock available for issuance under the Plan shall be available for issuance under Incentive Stock Options. 4.3.2. Individual Award Limits for Section 162(m)—Share-Based Awards. Subject to adjustment under Section 16, the maximum number of each type of Award (other than cash-based Performance Awards) intended to constitute "performance-based compensation" under Section 162(m) granted to any Grantee in any calendar year shall not exceed the following number of shares of Common Stock: (i) Options and SARs: 1 million shares; and (ii) all share-based Performance 4.3.2.Non-Employee Director Compensation. No Awards (including Restricted Stock, Restricted Stock Units and Other Stock-based Awards that are Performance Awards): 1 million shares. 4.3.3. Individual Award Limits for Section 162(m)—Cash-Based Awards. The maximum amount of cash-based Performance Awards intended to constitute "performance-based compensation" under Section 162(m) granted to any Grantee in any calendar year shall not exceed the following: (i) Annual Incentive Award: $10 million; and (ii) all other cash-based Performance Awards: $10 million. 4.3.4. Limits on Awards to Non-Employee Directors. No more than $500,000 may be granted in share-based Awards under the Plan during any one calendar year to a Grantee Participant who is a Non-Employee Director that exceed, together with any cash compensation received for such service during the applicable year (based on the Fair Market Value of the shares of Common Stock underlying the Award as of the applicable Grant Date in the case of Restricted Stock, Restricted Stock Units or Other Stock-based Awards, Awards other than Options and SARs, and based on the applicable grant date fair value for accounting purposes in the case of Options or SARs); provided, however, that share-based Awards made to a Grantee who is a SARs): (i) for any Non-Employee Director at not serving as Chairman of the Board, $500,000; and (ii) for any Non-Employee Director serving as Chairman of the Board, $750,000. The Board may make exceptions to this limit in extraordinary circumstances for individual Non-Employee Directors, as the Board may determine in its discretion, provided that the Non-Employee Director receiving such Grantee's election additional compensation may not participate in lieu the decision to award such compensation. 7 5.EFFECTIVE DATE, DURATION AND AMENDMENTS 5.1.Term. The Plan shall be effective as of all or a portion of his or her Retainer for service the Effective Date, provided that it has been approved by the Company's shareholders. The Plan shall terminate automatically on the ten (10) year anniversary of the Effective Date and may be terminated on any earlier date as provided in Section 5.2. 5.2.Amendment and Termination of the Plan. The Board may, at any time and from time to time, amend, suspend, or terminate the Plan as to any Awards which have not been made. An amendment shall be contingent on approval of the Company's shareholders to the extent stated by the Board, required by applicable law, or required by applicable stock exchange listing requirements. Notwithstanding the foregoing, any amendment to Section 3.2 shall be contingent upon the approval of the Company's shareholders. No Awards shall be made after the Termination Date. The applicable terms of the Plan, and any Board committee terms and conditions applicable to Awards granted prior to the Termination Date shall not be counted towards survive the limit termination of the Plan and continue to apply to such Awards. No amendment, suspension, or termination of the Plan shall, without the consent of the Participant, materially impair rights or obligations under this Section 4.3.4. any Award theretofore awarded.
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