Stock Subject to the Plan Clause Example with 391 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. (a)Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan and the automatic increase set forth in Section 3(b) of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is Shares, plus a number of Shares equal to the shares of the Company's Class B common stock subject to stock options, restricted stock units, or similar awards granted under the Company's 2013 Equity Incentive Plan (the "Existing Plan") that, on or after the Registration Date, ...expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of Shares to be added to the Plan from the Existing Plan equal to Shares. The Shares may be authorized, but unissued, or reacquired Common Stock. (b)Automatic Share Reserve Increase. Subject to the provisions of Section 14 of the Plan, the number of Shares available for issuance under the Plan will be increased on the first day of each Fiscal Year beginning with the 2020 Fiscal Year, in an amount equal to the least of (i) Shares, (ii) 5% of the outstanding shares of all classes of the Company's common stock on the last day of the immediately preceding Fiscal Year or (iii) such number of Shares determined by the Board. (c)Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company due to failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares), which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued (i.e., the net Shares issued) pursuant to a Stock Appreciation Right will cease to be available under the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Company or are forfeited to the Company, such Shares will become available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 14, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Sections 3(b) and 3(c). -6- (d)Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.View More
Variations of a "Stock Subject to the Plan" Clause from Business Contracts
Stock Subject to the Plan. (a)Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan and the automatic increase set forth in Section 3(b) 13 of the Plan, the maximum aggregate number of Shares that may be issued subject to option and sold under the Plan is Shares, plus a number of Shares equal to the shares of the Company's Class B common stock subject to stock options, restricted stock units, or similar awards granted under the Company's 2013 Equity Incentive Plan (the "Existing Plan") that, on or... after the Registration Date, expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of Shares to be added to the Plan from the Existing Plan equal to 44,500,000 Shares. The Shares may be authorized, authorized but unissued, or reacquired Common Stock. (b)Automatic Share Reserve Increase. Subject to the provisions of Section 14 of the Plan, the number of Shares available for issuance under the Plan will be increased on the first day of each Fiscal Year beginning with the 2020 Fiscal Year, in an amount equal to the least of (i) Shares, (ii) 5% of the outstanding shares of all classes of the Company's common stock on the last day of the immediately preceding Fiscal Year or (iii) such number of Shares determined by the Board. (c)Lapsed Awards. If an Award Option or Stock Purchase Right expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company due to failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares), which that were subject thereto will shall become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued (i.e., the net Shares issued) pursuant to a Stock Appreciation Right will cease to be available under the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares that have actually been issued under the Plan under any Award will Plan, upon exercise of either an Option or Stock Purchase Right, shall not be returned to the Plan and will shall not become available for future distribution under the Plan; provided, however, Plan, except that if unvested Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Company or are forfeited to the Company, at their original purchase price, such Shares will shall become available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 14, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Sections 3(b) and 3(c). -6- (d)Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.View More
Stock Subject to the Plan. (a)Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan and the automatic increase set forth in Section 3(b) 16 of the Plan, the maximum aggregate number of Shares that may which will be issued available for grant under the Plan after approval by the stockholders at the 2017 6 annual meeting of stockholders is Shares, plus a 1,978,307, less the number of Shares equal shares, if any, subjected to Awards between February 15, 2017 and the shares date of the Company's Class... B common stock 2017 annual meeting, and increased by the number of Shares, if any, subject to stock options, restricted stock units, or similar awards granted under the Company's 2013 Equity Incentive Plan (the "Existing Plan") that, on or after the Registration Date, expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are Awards forfeited to or repurchased by the Company due to failure to vest, with the maximum number of Shares to be added back to the Plan from between February 15, 2017 and the Existing Plan equal to Shares. date of the 2017 annual meeting. The Shares may be authorized, but unissued, or reacquired Common Stock. (b)Automatic Share Reserve Increase. Subject to the provisions of Section 14 of the Plan, the number of Shares available All shares reserved for issuance under this Plan may be used for Incentive Stock Options. To the Plan will be increased on the first day of each Fiscal Year beginning with the 2020 Fiscal Year, in an amount equal extent that Shares subject to the least of (i) Shares, (ii) 5% of the outstanding shares of all classes of the Company's common stock on the last day of the immediately preceding Fiscal Year or (iii) such number of Shares determined by the Board. (c)Lapsed Awards. If an Award expires are not issued to a Participant because the Award terminates, expires, lapses or becomes unexercisable without having been exercised in full, full for any reason, or an Award is settled in cash, or is surrendered pursuant to an Award Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units or Performance Shares, Deferred Stock Units, is forfeited to or repurchased by the Company due to failure to vest, Company, the unpurchased unissued Shares (or for Awards other than Options or Stock Appreciation Rights and SARs, the forfeited or repurchased Shares), shares) which were subject thereto will shall become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to However, the full number of Stock Appreciation Rights, only Rights granted that are to be settled by the issuance of Shares shall be counted against the number of Shares available for award under the Plan, regardless of the number of Shares actually issued (i.e., the net Shares issued) pursuant to a upon settlement of such Stock Appreciation Right will cease to be available under the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under the Plan (unless the Plan has terminated). Rights. Shares that have actually been issued under the Plan under any Award will shall not be returned to the Plan and will shall not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Company or are forfeited to the Company, such Shares will become available for future grant under the Plan. Shares used to pay surrendered or withheld in payment of the exercise price of an Award or Option and Shares withheld by the Company to satisfy the any minimum tax withholding obligations related to an Award will become available for future grant or sale under obligation shall count against the Plan. aggregate plan limit described above. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will shall not result in reducing a reduction to the number of Shares available for issuance under the Plan. Notwithstanding Shares repurchased by the foregoing and, subject Company on the open market with the proceeds of an Option exercise shall not be added to adjustment as provided in Section 14, the maximum number of Shares that available for grant under the Plan. No fractional shares of Stock may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Sections 3(b) and 3(c). -6- (d)Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan. hereunder. View More
Stock Subject to the Plan. (a)Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan and the automatic increase set forth in Section 3(b) 11 of the Plan, the maximum aggregate number of Shares that may be issued subject to Awards and sold under the Plan is Shares, plus a number of Shares equal to the shares of the Company's Class B common stock subject to stock options, restricted stock units, or similar awards granted under the Company's 2013 Equity Incentive Plan (the "Existing Plan") that, on or... after the Registration Date, expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of Shares to be added to the Plan from the Existing Plan equal to One Hundred Thousand (100,000) Shares. The Shares may be authorized, authorized but unissued, or reacquired Common Stock. (b)Automatic Share Reserve Increase. Subject to the provisions of Section 14 of the Plan, the number of Shares available for issuance under the Plan will be increased on the first day of each Fiscal Year beginning with the 2020 Fiscal Year, in an amount equal to the least of (i) Shares, (ii) 5% of the outstanding shares of all classes of the Company's common stock on the last day of the immediately preceding Fiscal Year or (iii) such number of Shares determined by the Board. (c)Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company due to failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares), which that were subject thereto will shall become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued (i.e., the net Shares issued) pursuant to a Stock Appreciation Right will cease to be available under the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares that have actually been issued under the Plan under any Award will Plan, upon exercise of an Award, shall not be returned to the Plan and will shall not become available for future distribution under the Plan; provided, however, Plan, except that if unvested Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Company or are forfeited to the Company, at their original purchase price, such Shares will shall become available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, foregoing, and subject to adjustment as provided in Section 14, 11, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will shall equal the aggregate Share number stated in Section 3(a), the first paragraph of this Section, plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, Code, any Shares that become available for issuance under the Plan pursuant to Sections 3(b) and 3(c). -6- (d)Share Reserve. The Company, during the term under this second paragraph of this Plan, will at all times reserve and keep available such Section provided that the total number of shares issued as Incentive Stock Options shall not exceed One Hundred Thousand (100,000) Shares as will be sufficient (subject to satisfy the requirements of the Plan. adjustment provided in Section 11). View More
Stock Subject to the Plan. (a)Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan and the automatic increase set forth in Section 3(b) 12 of the Plan, the maximum aggregate number of Shares that which may be issued subject to option and sold under the Plan is Shares, plus a number of Shares equal to the shares of the Company's Class B common stock subject to stock options, restricted stock units, or similar awards granted under the Company's 2013 Equity Incentive Plan (the "Existing Plan") that,... on or after the Registration Date, expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of Shares to be added to the Plan from the Existing Plan equal to 1,000,000 Shares. The Shares may be authorized, authorized but unissued, or reacquired Common Stock. (b)Automatic Share Reserve Increase. Subject to the provisions of Section 14 of the Plan, the number of Shares available for issuance under the Plan will be increased on the first day of each Fiscal Year beginning with the 2020 Fiscal Year, in an amount equal to the least of (i) Shares, (ii) 5% of the outstanding shares of all classes of the Company's common stock on the last day of the immediately preceding Fiscal Year or (iii) such number of Shares determined by the Board. (c)Lapsed Awards. If an Award Option or Stock Purchase Right expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company due to failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares), which were subject thereto will shall become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued (i.e., the net Shares issued) pursuant to a Stock Appreciation Right will cease to be available under the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares that have actually been issued under the Plan under any Award will Plan, upon exercise of either an Option or Stock Purchase Right, shall not be returned to the Plan and will shall not become available for future distribution under the Plan; provided, however, Plan, except that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Company or are forfeited to the Company, at their original purchase price, such Shares will shall become available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 14, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Sections 3(b) and 3(c). -6- (d)Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.View More
Stock Subject to the Plan. (a)Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan and the automatic increase set forth in Section 3(b) of the Plan, 10 below, the maximum aggregate number of Shares that may be issued under the Plan is 7,750,000 Shares, plus a number all of which Shares equal to the shares of the Company's Class B common stock subject to stock options, restricted stock units, or similar awards granted may be issued under the Company's 2013 Equity Plan pursuant to Incentive Plan (t...he "Existing Plan") that, on or after the Registration Date, expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of Stock Options. The Shares to be added to issued under the Plan from the Existing Plan equal to Shares. The Shares may be authorized, but unissued, or reacquired Common Stock. (b)Automatic Share Reserve Increase. Subject to the provisions of Section 14 of the Plan, the number of Shares available for issuance under the Plan will be increased on the first day of each Fiscal Year beginning with the 2020 Fiscal Year, in an amount equal to the least of (i) Shares, (ii) 5% of the outstanding shares of all classes of the Company's common stock on the last day of the immediately preceding Fiscal Year or (iii) such number of Shares determined by the Board. (c)Lapsed Awards. Shares. If an Award expires Option should expire or becomes become unexercisable for any reason without having been exercised in full, is surrendered full the unissued Shares that were subject thereto shall, unless the Plan shall have been terminated, continue to be available under the Plan for issuance pursuant to future Options. In addition, any Shares which are retained by the Company upon exercise of an Exchange Program, or, Option in order to satisfy the exercise or purchase price for such Option or any withholding taxes due with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is such Option shall be treated as not issued and shall continue to be available under the Plan for issuance pursuant to future Options. Shares issued under the Plan and later forfeited to the Company due to the failure to vest or repurchased by the Company due to failure to vest, at the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares), which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued (i.e., the net Shares issued) pursuant to a Stock Appreciation Right will cease to be available under the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under any Award will not be returned original purchase price paid to the Plan and will not become available Company for future distribution under the Plan; provided, however, that if Shares issued pursuant (including, without limitation, upon forfeiture to Awards of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are repurchased repurchase by the Company or are forfeited to in connection with the Company, such Shares will become termination of a Participant's Continuous Service Status) shall again be available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, foregoing, subject to adjustment as provided the provisions of Section 10 below, in Section 14, no 5 event shall the maximum aggregate number of Shares that may be issued upon under the exercise of Plan pursuant to Incentive Stock Options will equal exceed the aggregate Share number stated set forth in the first sentence of this Section 3(a), 3 plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, there under, any Shares that again become available for issuance under the Plan pursuant to Sections 3(b) and 3(c). -6- (d)Share Reserve. The Company, during the term remaining provisions of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan. Section 3. View More
Stock Subject to the Plan. (a)Stock (a) Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan Sections 3(b) and the automatic increase set forth in Section 3(b) 15 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is (i) 2,400,000 Shares, plus a (ii) the number of Shares equal subject to awards or issued under the Prior Plan that otherwise would have been returned to the shares of the Company's Class B common stock subject to stock options, restricted stock unit...s, or similar awards granted under the Company's 2013 Equity Incentive Prior Plan (the "Existing Plan") that, on or after the Registration Date, expire Effective Date on account of the expiration, cancellation, forfeiture or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment repurchase of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest, awards granted thereunder, with the maximum number of Shares to be added to the Plan from the Existing Plan equal pursuant to clause (ii) to be 464,486 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock. (b)Automatic (b) Automatic Share Reserve Increase. Subject to the provisions of Section 14 of the Plan, the The number of Shares available for issuance under the Plan will be automatically increased on the first day of each Fiscal Year beginning with the 2020 2022 Fiscal Year, in an amount equal to the least smallest of (i) Shares, (ii) 5% two percent (2%) of the outstanding shares of all classes of the Company's common stock Shares on the last day of the immediately preceding Fiscal Year or Year, (ii) 514,286 Shares, and (iii) such number of Shares determined by the Board. (c)Lapsed (c) Lapsed Awards. If all or any part of an Award expires expires, lapses or becomes unexercisable is terminated, exchanged for or settled in cash, surrendered, repurchased, canceled without having been fully exercised or forfeited, in full, is surrendered any case, in a manner that results in the Company acquiring Shares covered by the Award at a price not greater than the price (as adjusted pursuant to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased Section 15(a)) paid by the Company due Participant for such Shares or not issuing any Shares covered by the Award, the unused Shares covered by the Award will, as applicable, become or again be available for Award grants under the Plan. The payment of dividend equivalents in cash in conjunction with any outstanding Awards shall not count against the share limit set forth in Section 3(a). Notwithstanding anything to failure the contrary contained herein, the following Shares shall not be added to vest, the unpurchased Shares (or authorized for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares), which were subject thereto will become grant under Section 3(a) and shall not be available for future grant or sale under the Plan (unless the Plan has terminated). With respect to Stock Appreciation Rights, only grants of Awards: (i) Shares actually issued (i.e., the net Shares issued) pursuant subject to a Stock Appreciation Right will cease to be available under that are not issued in connection with the Plan; all remaining Shares under stock settlement of the Stock Appreciation Rights will remain available for future grant Right on exercise thereof; (ii) Shares purchased on the open market with the cash proceeds from the exercise of Options; and (iii) Shares delivered (either by actual delivery or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under any Award will not be returned attestation) to the Plan and will not become available for future distribution under Company by a Participant to satisfy the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Shares applicable exercise or Performance Units are repurchased by the Company or are forfeited to the Company, such Shares will become available for future grant under the Plan. Shares used to pay the exercise purchase price of an Award or and/or to satisfy the any applicable tax withholding obligations related obligation with respect to an Award will become available for future grant (including Shares retained by the Company from the Award being exercised or sale under purchased and/or creating the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. tax obligation). Notwithstanding the foregoing and, foregoing, subject to adjustment as provided in the provisions of Section 14, 15 below, the maximum aggregate number of Shares that may be issued upon under the Plan pursuant to the exercise of Incentive Stock Options will shall equal the aggregate Share number stated set forth in Section 3(a), 3(a) plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations regulations promulgated thereunder, any Shares that become or again be available for issuance under the Plan pursuant to Sections 3(b) and 3(c). -6- (d)Share Reserve. 7 (d) Assumption or Substitution of Awards by the Company. The Company, during Administrator, from time to time, may determine to substitute or assume outstanding awards granted by another company, whether in connection with an acquisition, merger or consolidation of such other company or otherwise, by either: (i) assuming such award under this Plan or (ii) granting an Award under this Plan in substitution of such other company's award. Such assumption or substitution will be permissible if the term holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied the rules of this Plan, Plan to such grant. In the event the Administrator elects to assume an award granted by another company, subject to the requirements of Section 409A of the Code, the purchase price or the exercise price, as the case may be, and the number and nature of Shares issuable upon exercise or settlement of any such Award will at all times reserve and keep available be adjusted appropriately. In the event the Administrator elects to grant a new Option in substitution rather than assuming an existing option, such new Option may be granted with a similarly adjusted exercise price. Any awards that are assumed or substituted under this Plan shall not reduce the number of Shares as will be sufficient authorized for grant under the Plan or authorized for grant to satisfy the requirements of the Plan. a Participant in any Fiscal Year. View More
Stock Subject to the Plan. (a)Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan and the automatic increase set forth in Section 3(b) of the Plan, 11 below, the maximum aggregate number of Shares that may be issued under the Plan is 33,959,663 Shares, plus a number all of which Shares equal to the shares of the Company's Class B common stock subject to stock options, restricted stock units, or similar awards granted may be issued under the Company's 2013 Equity Plan pursuant to Incentive Plan (...the "Existing Plan") that, on or after the Registration Date, expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of Stock Options. The Shares to be added to issued under the Plan from the Existing Plan equal to Shares. The Shares may be authorized, but unissued, or reacquired Common Stock. (b)Automatic Share Reserve Increase. Subject to the provisions of Section 14 of the Plan, the number of Shares available for issuance under the Plan will be increased on the first day of each Fiscal Year beginning with the 2020 Fiscal Year, in an amount equal to the least of (i) Shares, (ii) 5% of the outstanding shares of all classes of the Company's common stock on the last day of the immediately preceding Fiscal Year or (iii) such number of Shares determined by the Board. (c)Lapsed Awards. Shares. If an Award expires should expire or becomes become unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, or, the unissued Shares that were subject thereto shall, unless the Plan shall have been terminated, continue to be available under the Plan for issuance pursuant to future Awards. In addition, any Shares which are retained by the Company upon exercise of an Award in order to satisfy the exercise or purchase price for such Award or any withholding taxes due with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is such Award shall be treated as not issued and shall continue to be available under the Plan for issuance pursuant to future Awards. Shares issued under the Plan and later forfeited to the Company due to the failure to vest or repurchased by the Company due to failure to vest, at the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares), which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued (i.e., the net Shares issued) pursuant to a Stock Appreciation Right will cease to be available under the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under any Award will not be returned original purchase price paid to the Plan and will not become available Company for future distribution under the Plan; provided, however, that if Shares issued pursuant (including, without limitation, upon forfeiture to Awards of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are repurchased repurchase by the Company or are forfeited to in connection with the Company, such Shares will become termination of a Participant's Continuous Service Status) shall again be available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, foregoing, subject to adjustment as provided the provisions of Section 11 below, in Section 14, no event shall the maximum aggregate number of Shares that may be issued upon under the exercise of Plan pursuant to Incentive Stock Options will equal exceed the aggregate Share number stated set forth in the first sentence of this Section 3(a), 3 plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, there under, any Shares that again become available for issuance under the Plan pursuant to Sections 3(b) and 3(c). -6- (d)Share Reserve. The Company, during the term remaining provisions of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan. Section 3. View More
Stock Subject to the Plan. (a)Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan and the automatic increase set forth in Section 3(b) of the Plan, 10 below, the maximum aggregate number of Shares that may be issued under the Plan is 49,973,917 Shares, plus a number all of which Shares equal to the shares of the Company's Class B common stock subject to stock options, restricted stock units, or similar awards granted may be issued under the Company's 2013 Equity Plan pursuant to Incentive Plan (...the "Existing Plan") that, on or after the Registration Date, expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of Stock Options. The Shares to be added to issued under the Plan from the Existing Plan equal to Shares. The Shares may be authorized, but unissued, or reacquired Common Stock. (b)Automatic Share Reserve Increase. Subject to the provisions of Section 14 of the Plan, the number of Shares available for issuance under the Plan will be increased on the first day of each Fiscal Year beginning with the 2020 Fiscal Year, in an amount equal to the least of (i) Shares, (ii) 5% of the outstanding shares of all classes of the Company's common stock on the last day of the immediately preceding Fiscal Year or (iii) such number of Shares determined by the Board. (c)Lapsed Awards. Shares. If an Award expires should expire or becomes become unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an Exchange Program, or, the unissued Shares that were subject thereto shall, unless the Plan shall have been terminated, continue to be available under the Plan for issuance pursuant to future Awards. In addition, any Shares which are retained by the Company upon exercise of an Award in order to satisfy the exercise or purchase price for such Award or any withholding taxes due with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is such Award shall be treated as not issued and shall continue to be available under the Plan for issuance pursuant to future Awards. Shares issued under the Plan and later forfeited to the Company due to the failure to vest or repurchased by the Company due at the original purchase price paid to failure to vest, the unpurchased Company for the Shares (or for Awards other than Options lesser price) (including, without limitation, upon forfeiture to or Stock Appreciation Rights the forfeited or repurchased Shares), which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued (i.e., the net Shares issued) pursuant to a Stock Appreciation Right will cease to be available under the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are repurchased repurchase by the Company or are forfeited to in connection with the Company, such Shares will become termination of a Participant's Continuous Service Status) shall again be available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, foregoing, subject to adjustment as provided the provisions of Section 10 below, in Section 14, no event shall the maximum aggregate number of Shares that may be issued upon under the exercise of Plan pursuant to Incentive Stock Options will equal exceed the aggregate Share number stated set forth in the first sentence of this Section 3(a), 3 plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, there under, any Shares that again become available for issuance under the Plan pursuant to Sections 3(b) and 3(c). -6- (d)Share Reserve. The Company, during the term remaining provisions of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan. Section 3. View More
Stock Subject to the Plan. (a)Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan and the automatic increase set forth in Section 3(b) of the Plan, 10 below, the maximum aggregate number of Shares that may be issued under the Plan is 8,088,564 Shares, plus a number all of which Shares equal to the shares of the Company's Class B common stock subject to stock options, restricted stock units, or similar awards granted may be issued under the Company's 2013 Equity Plan pursuant to Incentive Plan (t...he "Existing Plan") that, on or after the Registration Date, expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of Stock Options. The Shares to be added to issued under the Plan from the Existing Plan equal to Shares. The Shares may be authorized, but unissued, or reacquired Common Stock. (b)Automatic Share Reserve Increase. Subject to the provisions of Section 14 of the Plan, the number of Shares available for issuance under the Plan will be increased on the first day of each Fiscal Year beginning with the 2020 Fiscal Year, in an amount equal to the least of (i) Shares, (ii) 5% of the outstanding shares of all classes of the Company's common stock on the last day of the immediately preceding Fiscal Year or (iii) such number of Shares determined by the Board. (c)Lapsed Awards. Shares. If an Award expires should expire or becomes become unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company due to failure to vest, the unpurchased unissued Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares), which that were subject thereto will become available for future grant or sale under shall, unless the Plan (unless the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued (i.e., the net Shares issued) pursuant to a Stock Appreciation Right will cease shall have been terminated, continue to be available under the Plan; all remaining Plan for issuance pursuant to future Awards. In addition, any Shares under Stock Appreciation Rights will remain which are retained by the Company upon exercise of an Award in order to satisfy the exercise or purchase price for such Award or any withholding taxes due with respect to such Award shall be treated as not issued and shall continue to be available for future grant or sale under the Plan (unless the Plan has terminated). for issuance pursuant to future Awards. Shares that have actually been issued under the Plan under any Award will not be returned and later forfeited to the Plan and will not become available for future distribution under Company due to the Plan; provided, however, that if Shares issued pursuant failure to Awards of Restricted Stock, Restricted Stock Units, Performance Shares vest or Performance Units are repurchased -5- by the Company or are forfeited at the original purchase price paid to the Company, such Company for the Shares will become (including, without limitation, upon forfeiture to or repurchase by the Company in connection with the termination of a Participant's Continuous Service Status) shall again be available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, foregoing, subject to adjustment as provided the provisions of Section 10 below, in Section 14, no event shall the maximum aggregate number of Shares that may be issued upon under the exercise of Plan pursuant to Incentive Stock Options will equal exceed the aggregate Share number stated set forth in the first sentence of this Section 3(a), 3 plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, there under, any Shares that again become available for issuance under the Plan pursuant to Sections 3(b) and 3(c). -6- (d)Share Reserve. The Company, during the term remaining provisions of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan. Section 3. View More
Stock Subject to the Plan. (a)Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan and the automatic increase set forth in Section 3(b) of the Plan, 10 below, the maximum aggregate number of Shares that may be issued under the Plan is 8,823,530 Shares, plus a number all of which Shares equal to the shares of the Company's Class B common stock subject to stock options, restricted stock units, or similar awards granted may be issued under the Company's 2013 Equity Plan pursuant to Incentive Plan (t...he "Existing Plan") that, on or after the Registration Date, expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of Stock Options. The Shares to be added to issued under the Plan from the Existing Plan equal to Shares. The Shares may be authorized, but unissued, or reacquired Common Stock. (b)Automatic Share Reserve Increase. Subject to the provisions of Section 14 of the Plan, the number of Shares available for issuance under the Plan will be increased on the first day of each Fiscal Year beginning with the 2020 Fiscal Year, in an amount equal to the least of (i) Shares, (ii) 5% of the outstanding shares of all classes of the Company's common stock on the last day of the immediately preceding Fiscal Year or (iii) such number of Shares determined by the Board. (c)Lapsed Awards. Shares. If an Award expires should expire or becomes become unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company due to failure to vest, the unpurchased unissued Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares), which that were subject thereto will become available for future grant or sale under shall, unless the Plan (unless the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued (i.e., the net Shares issued) pursuant to a Stock Appreciation Right will cease shall have been terminated, continue to be available under the Plan; all remaining Plan for issuance pursuant to future Awards. In addition, any Shares under Stock Appreciation Rights will remain which are retained by the Company upon exercise of an Award in order to satisfy the exercise or purchase price for such Award or any withholding taxes due with respect to such Award shall be treated as not issued and shall continue to be available for future grant or sale under the Plan (unless the Plan has terminated). for issuance pursuant to future Awards. Shares that have actually been issued under the Plan under any Award will not be returned and later forfeited to the Plan and will not become available for future distribution under Company due to the Plan; provided, however, that if Shares issued pursuant failure to Awards of Restricted Stock, Restricted Stock Units, Performance Shares vest or Performance Units are repurchased -5- by the Company or are forfeited at the original purchase price paid to the Company, such Company for the Shares will become (including, without limitation, upon forfeiture to or repurchase by the Company in connection with the termination of a Participant's Continuous Service Status) shall again be available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, foregoing, subject to adjustment as provided the provisions of Section 10 below, in Section 14, no event shall the maximum aggregate number of Shares that may be issued upon under the exercise of Plan pursuant to Incentive Stock Options will equal exceed the aggregate Share number stated set forth in the first sentence of this Section 3(a), 3 plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, there under, any Shares that again become available for issuance under the Plan pursuant to Sections 3(b) and 3(c). -6- (d)Share Reserve. The Company, during the term remaining provisions of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan. Section 3. View More
