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.View More
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 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. 568,357. In addition, shares of Common Stock Shares underlying any outstanding award granted under the Predecessor Plans Prior Plan that, following the E...ffective Date, expires, or is terminated, surrendered or forfeited for any reason without issuance of such shares Shares shall be available for the grant of new Awards under this Plan. Awards. As provided in Section 1, no new awards shall be granted under the Predecessor Plans Prior Plan following the 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 4.2.2. 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. 4.2.3. If Shares issued pursuant to the Plan. 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 Awards. 4.2.4. Payment of Option Price or Tax Withholding in 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 Participant (that 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. 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 Shares available for the Plan. 6 grant of Awards. 4.3. Award Limits 4.3.1. Incentive Stock Options. Options Subject to adjustment under Section 16, 4,250,000 shares of Common Stock 15, 568,357 Shares available for issuance under the Plan shall be available for issuance under as Incentive Stock Options. 4.3.2. Individual Award Limits for Section 162(m)—Share-Based Awards. Awards Subject to adjustment under Section 16, 15, 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 Participant in any calendar year shall not exceed the following number of shares of Common Stock: Shares: (i) Options and SARs: 1 million shares; SARs—100,000 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. Awards)—80,000 Shares. 4.3.3. Individual Award Limits for Section 162(m)—Cash-Based Awards. Awards The maximum amount of cash-based Performance Awards intended to constitute "performance-based compensation" under Section 162(m) qualify as Performance-Based Compensation granted to any Grantee Participant in any calendar year shall not exceed the following: (i) Annual Incentive Award: $10 million; Awards: $900,000; and (ii) all other cash-based Performance Awards: $10 million. $500,000. 7 4.3.4. Limits on Director Awards to Non-Employee Directors. No more than $500,000 may be The maximum value of Awards granted in share-based Awards under the Plan during any one calendar year to a Grantee who is a Non-Employee 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 the following in total value (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 fair market value as of grant date fair value for accounting purposes in financial reporting purposes): (i) $1,000,000 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 Board committee shall not be counted towards (ii) $500,000 for each Non-employee Director other than the limit under this Section 4.3.4. Chair of the Board. View More
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 1,000,000. The total number of shares of Common Stock authorized to described in the preceding sentence shall 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 issuance under the Predecessor Plans. ...In addition, shares Incentive Stock Options. Shares of Common Stock underlying any outstanding stock option or other award granted under the Predecessor Plans that, following Prior Plan or any other predecessor employee stock plan of the Effective Date, expires, Company that is forfeited, terminated or is terminated, surrendered or forfeited cancelled for any reason without issuance of such shares, including an award that is settled in cash or shares underlying an award that are surrendered or tendered to the Company for payment of an exercise price or to cover taxes, shall be cancelled and will not be available for future grant under the grant of new Awards under this Plan. As provided in Section 1, From and after the 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. 7 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.View More
Stock Subject to the Plan. Authorized Number of Shares Subject to adjustment under Section 16, 15, the total number of shares of Common Stock Shares authorized to be awarded under the Plan shall not exceed the sum 4,850,000 shares. The grant of (A) 4,250,000 and (B) any full value Award (i.e., an Award other than an Option or a SAR) shall be deemed, for purposes of determining the number of shares of Common Stock Shares available for issuance under this Section 4.1, as an Award of two (2) Shares for each Share actually su...bject to the Award. The grant of awards an Option or SAR shall be deemed, for purposes of determining the number of Shares available for issuance under this Section 4.1, as an Award for one (1) Share for each such Share actually subject to the Award. Any Shares returned to the Plan pursuant to Section 4.2 shall be returned to the reserved pool of the Effective Date Shares under the Predecessor Plans. Plan in the same manner. In addition, shares of Common Stock Shares underlying any outstanding award granted under the Predecessor Plans a Prior Plan that, following the Effective Date, expires, or is terminated, surrendered or forfeited for any reason without issuance of such shares Shares shall be available for the grant of new Awards under this Plan. Awards. As provided in Section 1, no new awards shall be granted under the Predecessor Plans Prior Plan following the 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 4.2.2. 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. 4.2.3. If Shares issued pursuant to the Plan. 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 Awards. 4.2.4. Payment of Option Price or Tax Withholding in 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 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 Shares shall again not be available again 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 shall not be counted against the number of shares reserved under Shares available for the Plan. 6 grant of Awards. 4.3. Award Limits 4.3.1. Incentive Stock Options. Options Subject to adjustment under Section 16, 4,250,000 shares of Common Stock 15, 4,850,000 Shares available for issuance under the Plan shall be available for issuance under as Incentive Stock Options. 4.3.2. Individual Award Limits for Section 162(m)—Share-Based Awards. 162(m) -- Share-Based Awards Subject to adjustment under Section 16, 15, 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 Participant in any calendar year shall not exceed the following number of shares of Common Stock: Shares: (i) Options and SARs: 1 million shares; 400,000 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. 400,000 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) qualify as Performance-Based Compensation granted to any Grantee Participant in any calendar year shall not exceed the following: (i) Annual Incentive Award: $10 million; Awards: $1,000,000; and (ii) all other cash-based Performance Awards: $10 million. $1,000,000. 4.3.4. Limits on Director Awards to Non-Employee Directors. No more than $500,000 may be The maximum value of Awards granted in share-based Awards under the Plan during any one calendar year to a Grantee who is a Non-Employee 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 the following in total value (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 fair market value as of grant date fair value for accounting purposes in financial reporting purposes): (i) $500,000 for the case non-employee Chair or Lead Director of Options the Board and (ii) $425,000 for each Non-employee Director other than the Chair or SARs); Lead Director of the Board; 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. 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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. is 63,275,000 shares. In addition, shares Shares of Common Stock underlying any outstanding stock option or other award gr...anted under either of the Predecessor Plans that, following the Effective Date, that is canceled, terminates, expires, or is terminated, surrendered or forfeited lapses 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 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 If any 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 is canceled, terminates, expires, or lapses for any reason, any shares of Common Stock subject to such Award shall not count against the aggregate number of Shares available for any purpose under this Plan. 4.2.3. Expired or Terminated Awards If any Award grants under the Plan expires, or is terminated, surrendered or forfeited, set forth in whole or in part, Section 4.1 above. In addition, the unissued Common Stock covered by such Award following items shall again be available for not count against the grant aggregate number 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 available for grants under the Plan set forth in Section 4.1 above: (i) the payment in cash of dividends or settlement dividend equivalents under any outstanding Award; (ii) any Award that is settled in cash rather than by issuance of an Award, Shares; or (iii) Substitute Awards. The full number of shares of Common Stock owned by a Grantee (which are not subject with respect to any pledge which an Option or other security interest), are surrendered or tendered to SAR is granted shall count against the Company in payment aggregate number of shares available for grant under 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 shares of Common Stock to pay the Option Price 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 continue to count 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 aggregate number of shares reserved available for grant under the Plan. 6 Plan set forth in Section 4.1 above. In addition, if in accordance with the terms of the Plan, a Participant satisfies any tax withholding requirement with respect to any 7 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 above. 4.3. Award Limits 4.3.1. Incentive Stock Options. Subject to adjustment under Section 16, 4,250,000 15, all 63,275,000 of such 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 162(m) – Share-Based Awards. Subject to adjustment under Section 16, 15, the maximum number of each type of Award (other than cash-based Performance Awards) intended to constitute "performance-based compensation" under Code Section 162(m) granted to any Grantee in any calendar year shall not exceed the following number of shares of Common Stock: following: (i) Options and SARs: 1 million 5,000,000 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 2,000,000 shares. 4.3.3. Individual Award Limits for Section 162(m)—Cash-Based 162(m) – Cash-Based Awards. The maximum amount of cash-based Performance Awards intended to constitute "performance-based compensation" under Code Section 162(m) granted to any Grantee in any calendar year shall not exceed the following: (i) Annual Incentive Award: $10 million; $10,000,000; and (ii) all other cash-based Performance Awards: $10 million. $10,000,000. 4.3.4. Limits on Awards to Non-Employee Directors. No more than $500,000 $400,000 may be granted in share-based equity-based Awards under the Plan during any one year to a Grantee who is a Non-Employee Director non-employee member of the Board (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. SARs). View More
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, expir...es, 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. 6,085,967 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. 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. 6 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 15, 6,085,967 Shares available for issuance under the Plan shall be available for issuance under as Incentive Stock Options. 4.3.2. Individual Award Limits for Section 162(m)—Share-Based Awards. 162(m) – Share-Based Awards Subject to adjustment under Section 16, 15, 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; 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 the following in total value (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 financial reporting purposes): (i) $500,000 for the case Chair of Options or SARs); the Board and (ii) $300,000 for each Non-Employee Director other than the Chair of the Board; provided, however, that share-based Awards made awards granted to a Grantee who is a Non-Employee Director at such Grantee's 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. 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. View More
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. In addition, shares of Common Stock underlying any outstanding award granted under the Predecessor Plans that, following the Effective Date, expires, or is terminated, su...rrendered 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. 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. Share-based Performance Awards shall be counted assuming maximum performance results (if applicable) until such time as actual performance results can be determined. 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 4.3.1.Incentive Stock Options. Subject to adjustment under Section 16, 4,250,000 15, 6,000,000 shares of Common Stock available for issuance under the Plan shall be available for issuance under as Incentive Stock Options. 4.3.2. Individual 4.3.2.Individual Award Limits for Section 162(m)—Share-Based 162(m) - Share-Based Awards. Subject to adjustment under Section 16, 15, 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 3,500,000 shares; and (ii) all share-based Performance Awards intended to constitute "performance-based compensation" under Section 162(m) (including Restricted Stock, Restricted Stock Units and Other Stock-based Awards that are Performance Awards): 1 million 3,500,000 shares. 4.3.3. Individual 4.3.3.Individual Award Limits for Section 162(m)—Cash-Based 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; $3,000,000; and (ii) all other cash-based Performance Awards: $10 million. 4.3.4. Limits $3,000,000. 4.3.4.Limits on Awards to Non-Employee Directors. No more than $500,000 share-based Awards may be granted in share-based Awards under the Plan during any one year to a Grantee who is a Non-Employee Director that exceed, together with any cash compensation received for such service, $750,000 (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. SARs). View More
