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) of the Plan, 11 below, the maximum aggregate number of Shares that may be issued under the Plan is 59,767,222 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 (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 Registrat...ion 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 shall be added to the Plan from the Existing Plan equal to 2,315,860 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock. (b)Automatic Share Reserve Increase. Subject Notwithstanding the foregoing, 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, below, 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, 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 this 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 again become available for issuance pursuant to Sections 3(b). (b) Automatic Share Reserve Increase. The Share Reserve will be automatically increased on the first day of each Fiscal Year beginning with the 2023 Fiscal Year and ending on (and including) the first day of the 2032 Fiscal Year, in an amount equal to the lesser of (i) 2,315,860 shares and (ii) four percent (4%) of the outstanding Shares on the last day of the immediately preceding Fiscal Year. Notwithstanding the foregoing, the Board may act on or prior to the first day of a given Fiscal Year to provide that there will be no increase in the Share Reserve for such Fiscal Year or that the increase in the Share Reserve for such Fiscal Year will be a lesser number of Shares than would otherwise occur pursuant to the preceding sentence. -7- (c) Lapsed Awards. To the extent an Award should expire or be forfeited or become unexercisable for any reason without having been exercised in 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 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 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 at the original purchase price paid to the Company for the Shares (including, without limitation, upon forfeiture to or repurchase by the Company in connection with a Participant ceasing to be a Service Provider) shall again be available for future grant under the Plan. To the extent an Award 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. (d) Assumption or Substitution of Awards by the Company. The 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 pursuant 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 holder of the substituted or assumed award would have been eligible to Sections 3(b) and 3(c). -6- (d)Share Reserve. The Company, during be granted an Award under this Plan if the term 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, 10 below, the maximum aggregate number of Shares that may be issued under the Plan is Shares, plus a number 2,200,000, all 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 which 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 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 136,572,162 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 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 105,633,002 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 Stock Options or after the Registration Date, expire which may be issued pursuant to Non-Statutory Stock Options, 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 as Restricted Shares. The Shares issued under the Plan 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 or Performance Units are repurchased vest 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 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) 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 58,378,371 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, 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 number of Shares as will be sufficient to satisfy the requirements of the Plan. Section. 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 5,820,972 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, 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 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 14,978,826 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 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) 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 55,956,7161 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, 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 number of Shares as will be sufficient to satisfy the requirements of the Plan. Section. 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) of the Plan, 15, the maximum aggregate number of Shares that may be issued under the Plan is will not exceed 86,715,222 Shares, plus a number which represents the sum of (i) the original share reserve at the time the Plan was initially adopted, (ii) the automatic increase pursuant to Section 3(b) below for the 2022 Fiscal Year and (iii) an... additional 44,940,630 new Shares equal added pursuant to the shares this amendment 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. Plan. The Shares may be authorized, but unissued, or reacquired Common Stock. (b)Automatic Share Reserve Increase. Subject Notwithstanding the foregoing, subject to the provisions of Section 14 15 below, in no event shall the maximum aggregate number of Shares that may be issued under the Plan pursuant to Incentive Stock Options exceed the number set forth in this Section 3(a) plus, to the extent allowable under Section 422 of the Plan, Code and the regulations promulgated thereunder, any Shares that again become available for issuance pursuant to Sections 3(b) and 3(c). (b) Automatic Share Reserve Increase. 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 2022 Fiscal Year and ending on (and including) the first day of the 2032 Fiscal Year, in each case, in an amount equal to the least lessor of (i) Shares, (ii) 5% 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 (calculated on a fully-diluted and as-converted basis, which, for the avoidance of doubt, shall also include shares of the Company's Class V Common Stock outstanding on such day), (ii) the number of Shares initially reserved for issuance under the Plan pursuant to the first sentence of Section 3(a) above and (iii) such smaller number of Shares determined by the Board. (c)Lapsed -7- (c) Lapsed Awards. If To the extent an Award expires or becomes Existing Plan Award should expire or be forfeited or 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 or Existing Plan Award in order to satisfy the exercise or purchase price for such Award or Existing Plan Award or any withholding taxes due with respect to Restricted Stock, Restricted Stock Units, Performance Units such Award or Performance Shares, is Existing Plan 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 or any Existing Plan Award 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 the Company for the Shares (including, without limitation, upon forfeiture to vest, or repurchase by the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares), which were subject thereto will become Company in connection with a Participant ceasing to be a Service Provider) shall again be 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 or Existing Plan Award 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 (d) Assumption or Substitution of Awards by the foregoing and, Company. The Administrator, from time to time, may determine to substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either: (a) assuming such award under this Plan or (b) granting an Award under this Plan in substitution of such other company's award. Such assumption or substitution will be permissible if the 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 to such grant. In the event the Administrator elects to assume an award granted by another company, subject to adjustment the requirements of Section 409A of the Code, the purchase price or the exercise price, as provided the case may be, and the number and nature of Shares issuable upon exercise or settlement of any such Award will be adjusted appropriately. In the event the Administrator elects to grant a new Option in Section 14, 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 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 authorized for issuance grant under the Plan pursuant or authorized for grant 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. a Participant in any fiscal year. View More
