Stock Subject to the Plan Clause Example from Business Contracts

Stock Subject to the Plan. Authorized Number of Shares Subject to adjustment under Section 15 , the aggregate number of Shares authorized to be issued under the Plan is 850,000. 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 Board from time to time. 21.2. Share Counting 21.2.1. General Each Share 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 . 21.2.2. Cash-Settled Awards Any Award settled in cash shall not be counted as issued Shares for any purpose under the Plan. 21.2.3. Expired or Terminated Awards If any Award expires, or is terminated, surrendered or forfeited, in whole or in part, the unissued Shares covered by such Award shall again be available for the grant of Awards. 5 21.2.4. Payment of Option Price or Tax Withholding in Shares If Shares issuable upon exercise, vesting or settlement of an Award, or 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 shall again be available for the grant of Awards. For a stock-settled SAR, only the net Shares actually issued upon exercise of the SAR shall be counted against the limit in Section 4.1 . 21.2.5. Substitute Awards Substitute Awards shall not be counted against the number of Shares reserved under the Plan. 21.3. Limits on Awards to Non-Employee Directors The maximum value of Awards granted 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 in total value (calculating the value of any Awards or other equity compensation plan awards based on the grant date fair value for financial reporting purposes): (i) $500,000 for the Chair of the Board and (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 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