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 total number of shares of Common Stock authorized to be awarded under the Plan shall not exceed 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 Awar...d 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. 4.3. Award Limits 4.3.1.Incentive Stock Options. Subject to adjustment under Section 15, 6,000,000 shares of Common Stock available for issuance under the Plan shall be available for issuance as Incentive Stock Options. 4.3.2.Individual Award Limits for Section 162(m) - Share-Based Awards. Subject to adjustment under Section 15, the maximum number of each type of Award (other than cash-based Performance Awards) granted to any Grantee in any calendar year shall not exceed the following number of shares of Common Stock: (i) Options and SARs: 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): 3,500,000 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: $3,000,000; and (ii) all other cash-based Performance Awards: $3,000,000. 4.3.4.Limits on Awards to Non-Employee Directors. No share-based Awards may be granted 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). View More