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 (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) 17 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is Shares, plus a number 64,000,000. The 64,000,000 Shares reflects an increase of 9,000,000 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 (which were added to the Plan on November 16, 2022, subject to stockholder approval at the 2023 Annual Meeting of Stockholders) over the 55,000,000 Shares that previously were approved by stockholders for use under the Plan. Any Shares subject to an Award with a per Share exercise (or purchase) price equal to or greater than 100% of Fair Market Value on the date of grant shall be counted against the numerical limits of this Section 3 as one (1) Share for every one (1) Share subject thereto. Except as provided in the previous sentence, any Shares subject to any other Award, including specifically any Restricted Stock, Restricted Stock Unit, Performance Unit, Performance Shares, or any other Award with a per Share exercise (or purchase) price lower than 100% of Fair Market Value on the date of grant, shall be -7- counted against the numerical limits of this Section 3 as follows: (i) for any Awards granted prior to February 2, 2011, as two (2) Shares for every one (1) Share subject thereto and shall be counted as two (2) Shares for every one (1) Share returned to or deemed not issued from the Existing Plan equal pursuant to Shares. this Section 3; and (ii) for any Awards granted on or after February 2, 2011, as 1.6 Shares for every one (1) Share subject thereto and shall be counted as 1.6 Shares for every one (1) Share returned to or deemed not issued from the Plan pursuant to this Section 3. The Shares may be authorized, but unissued, or reacquired Common Stock. (b)Automatic (b) Lapsed Awards and 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. Accounting. 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, Deferred Stock Units, Performance Units Shares or Performance Shares, Units, is forfeited to or repurchased by the Company due to failure to vest, Company, the unpurchased Shares (or for Awards other than Options or and Stock Appreciation Rights Rights, the forfeited or repurchased Shares), 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 Upon exercise of a Stock Appreciation Right settled in Shares, the gross number of Shares covered by the portion of the Award so exercised 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). Plan. 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 unvested Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Deferred 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 or purchase price of an Award or (including specifically an Option exercised through an approved net exercise feature as provided in Section 7(d)(vi) and/or to satisfy the tax withholding obligations related to an Option or Stock Appreciation Right will not become available for future grant or sale under the Plan. Shares used to satisfy tax withholding obligations related to any Award will hereunder shall not 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 reduce the number of Shares available for issuance under the Plan. For the avoidance of doubt, Shares repurchased by the Company on the open market using the proceeds from the exercise of an Award shall not increase the number of Shares available for future grant of Awards. Notwithstanding anything in the Plan or any Award Agreement to the contrary, Shares actually issued pursuant to Awards transferred under any Award Transfer Program will not be again available for grant under the Plan. Notwithstanding the foregoing and, provisions of this Section 3(b), subject to adjustment as provided in Section 14, 17, 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 under 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(b). 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) 17 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is Shares, plus 38,000,000. Any Shares subject to an Award with a number of Shares per Share exercise (or purchase) price equal to or greater than 100% of Fair Market Value on the shares date of grant shall be counted against the Company's Class B common stock numer...ical limits of this Section 3 as one (1) Share for every one (1) Share subject thereto. Except as provided in the previous sentence, any Shares subject to stock options, restricted stock units, any other Award, including specifically any Restricted Stock, Restricted Stock Unit, Performance Unit, Performance Shares, or similar awards any other Award with a per Share exercise (or purchase) price lower than 100% of Fair Market Value on the date of grant, shall be counted against the numerical limits of this Section 3 as follows: (i) for any Awards granted under prior to February 2, 2011, as two (2) Shares for every one (1) Share subject thereto and shall be counted as two (2) Shares for every one (1) Share returned to or deemed not issued from the Company's 2013 Equity Incentive Plan (the "Existing Plan") that, pursuant to this Section 3; and (ii) for any Awards granted on or after the Registration Date, expire or otherwise terminate without having been exercised in full, are tendered February 2, 2011, as 1.6 Shares for every one (1) Share subject thereto and shall be counted as 1.6 Shares for every one (1) Share returned 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 deemed not issued from the Plan from the Existing Plan equal pursuant to Shares. this Section 3. The Shares may be authorized, but unissued, or reacquired Common Stock. (b)Automatic (b) Lapsed Awards and 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. Accounting. 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, Deferred Stock Units, Performance Units Shares or Performance Shares, Units, is forfeited to or repurchased by the Company due to failure to vest, Company, the unpurchased Shares (or for Awards other than Options or and Stock Appreciation Rights Rights, the forfeited or repurchased Shares), 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 Upon exercise of a Stock Appreciation Right settled in Shares, the gross number of Shares covered by the portion of the Award so exercised 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). Plan. 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 unvested Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Deferred 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 or purchase price of an Award or (including specifically an Option exercised through an approved net 6 exercise feature as provided in Section 7(d)(vi) and/or to satisfy the tax withholding obligations related to an Option or Stock Appreciation Right will not become available for future grant or sale under the Plan. Shares used to satisfy tax withholding obligations related to any Award will hereunder shall not 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 reduce the number of Shares available for issuance under the Plan. Notwithstanding anything in the Plan or any Award Agreement to the contrary, Shares actually issued pursuant to Awards transferred under any Award Transfer Program will not be again available for grant under the Plan. Notwithstanding the foregoing and, provisions of this Section 3(b), subject to adjustment as provided in Section 14, 17, 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 under 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(b). 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) 17 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is Shares, plus 29,000,000. Any Shares subject to an Award with a number of Shares per Share exercise (or purchase) price equal to or greater than 100% of Fair Market Value on the shares date of grant shall be counted against the Company's Class B common stock numer...ical limits of this Section 3 as one (1) Share for every one (1) Share subject thereto. Except as provided in the previous sentence, any Shares subject to stock options, restricted stock units, any other Award, including specifically any Restricted Stock, Restricted Stock Unit, Performance Unit, Performance Shares, or similar awards any other Award with a per Share exercise (or purchase) price lower than 100% of Fair Market Value on the date of grant, shall be counted against the numerical limits of this Section 3 as follows: (i) for any Awards granted under prior to February 2, 2011, as two (2) Shares for every one (1) Share subject thereto and shall be counted as two (2) Shares for every one (1) Share returned to or deemed not issued from the Company's 2013 Equity Incentive Plan (the "Existing Plan") that, pursuant to this Section 3; and (ii) for any Awards granted on or after the Registration Date, expire or otherwise terminate without having been exercised in full, are tendered February 2, 2011, as 1.6 Shares for every one (1) Share subject thereto and shall be counted as 1.6 Shares for every one (1) Share returned 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 deemed not issued from the Plan from the Existing Plan equal pursuant to Shares. this Section 3. The Shares may be authorized, but unissued, or reacquired Common Stock. (b)Automatic (b) Lapsed Awards and 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. Accounting. 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, Deferred Stock Units, Performance Units Shares or Performance Shares, Units, is forfeited to or repurchased by the Company due to failure to vest, Company, the unpurchased Shares (or for Awards other than Options or and Stock Appreciation Rights Rights, the forfeited or repurchased Shares), 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 Upon exercise of a Stock Appreciation Right settled in Shares, the gross number of Shares covered by the portion of the Award so exercised 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). Plan. 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 unvested Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Deferred 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 or purchase price of an Award or (including specifically an Option exercised through an approved net exercise feature as provided in Section 7(d)(vi) and/or to satisfy the tax withholding obligations related to an Option or Stock Appreciation Right will not become available for future grant or sale under the Plan. Shares used to satisfy tax withholding obligations related to any Award will hereunder shall not 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 6 payment will not result in reducing reduce the number of Shares available for issuance under the Plan. Notwithstanding anything in the Plan or any Award Agreement to the contrary, Shares actually issued pursuant to Awards transferred under any Award Transfer Program will not be again available for grant under the Plan. Notwithstanding the foregoing and, provisions of this Section 3(b), subject to adjustment as provided in Section 14, 17, 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 under 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(b). 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) 17 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is Shares, plus 46,000,000. Any Shares subject to an Award with a number of Shares per Share exercise (or purchase) price equal to or greater than 100% of Fair Market Value on the shares date of grant shall be counted against the Company's Class B common stock numer...ical limits of this Section 3 as one (1) Share for every one (1) Share subject thereto. Except as provided in the previous sentence, any Shares subject to stock options, restricted stock units, any other Award, including specifically any Restricted Stock, Restricted Stock Unit, Performance Unit, Performance Shares, or similar awards any other Award with a per Share exercise (or purchase) price lower than 100% of Fair Market Value on the date of grant, shall be counted against the numerical limits of this Section 3 as follows: (i) for any Awards granted under prior to February 2, 2011, as two (2) Shares for every one (1) Share subject thereto and shall be counted as two (2) Shares for every one (1) Share returned to or deemed not issued from the Company's 2013 Equity Incentive Plan (the "Existing Plan") that, pursuant to this Section 3; and (ii) for any Awards granted on or after the Registration Date, expire or otherwise terminate without having been exercised in full, are tendered February 2, 2011, as 1.6 Shares for every one (1) Share subject thereto and shall be counted as 1.6 Shares for every one (1) Share returned 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 deemed not issued from the Plan from the Existing Plan equal pursuant to Shares. this Section 3. The Shares may be authorized, but unissued, or reacquired Common Stock. (b)Automatic (b) Lapsed Awards and 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. Accounting. 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, Deferred Stock Units, Performance Units Shares or Performance Shares, Units, is forfeited to or repurchased by the Company due to failure to vest, Company, the unpurchased Shares (or for Awards other than Options or and Stock Appreciation Rights Rights, the forfeited or repurchased Shares), 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 Upon exercise of a Stock Appreciation Right settled in Shares, the gross number of Shares covered by the portion of the Award so exercised 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). Plan. 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 unvested Shares issued pursuant to Awards of Restricted Stock, Restricted Stock 6 Units, Deferred 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 or purchase price of an Award or (including specifically an Option exercised through an approved net exercise feature as provided in Section 7(d)(vi) and/or to satisfy the tax withholding obligations related to an Option or Stock Appreciation Right will not become available for future grant or sale under the Plan. Shares used to satisfy tax withholding obligations related to any Award will hereunder shall not 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 reduce the number of Shares available for issuance under the Plan. Notwithstanding anything in the Plan or any Award Agreement to the contrary, Shares actually issued pursuant to Awards transferred under any Award Transfer Program will not be again available for grant under the Plan. Notwithstanding the foregoing and, provisions of this Section 3(b), subject to adjustment as provided in Section 14, 17, 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 under 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(b). 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) 17 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is Shares, plus 55,000,000. Any Shares subject to an Award with a number of Shares per Share exercise (or purchase) price equal to or greater than 100% of Fair Market Value on the shares date of grant shall be counted against the Company's Class B common stock numer...ical limits of this Section 3 as one (1) Share for every one (1) Share subject thereto. Except as provided in the previous sentence, any Shares subject to stock options, restricted stock units, any other Award, including specifically any Restricted Stock, Restricted Stock Unit, Performance Unit, Performance Shares, or similar awards any other Award with a per Share exercise (or purchase) price lower than 100% of Fair Market Value on the date of grant, shall be counted against the numerical limits of this Section 3 as follows: (i) for any Awards granted under prior to February 2, 2011, as two (2) Shares for every one (1) Share subject thereto and shall be counted as two (2) Shares for every one (1) Share returned to or deemed not issued from the Company's 2013 Equity Incentive Plan (the "Existing Plan") that, pursuant to this Section 3; and (ii) for any Awards granted on or after the Registration Date, expire or otherwise terminate without having been exercised in full, are tendered February 2, 2011, as 1.6 Shares for every one (1) Share subject thereto and shall be counted as 1.6 Shares for every one (1) Share returned 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 deemed not issued from the Plan from the Existing Plan equal pursuant to Shares. this Section 3. The Shares may be authorized, but unissued, or reacquired Common Stock. (b)Automatic -7- (b) Lapsed Awards and 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. Accounting. 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, Deferred Stock Units, Performance Units Shares or Performance Shares, Units, is forfeited to or repurchased by the Company due to failure to vest, Company, the unpurchased Shares (or for Awards other than Options or and Stock Appreciation Rights Rights, the forfeited or repurchased Shares), 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 Upon exercise of a Stock Appreciation Right settled in Shares, the gross number of Shares covered by the portion of the Award so exercised 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). Plan. 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 unvested Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Deferred 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 or purchase price of an Award or (including specifically an Option exercised through an approved net exercise feature as provided in Section 7(d)(vi) and/or to satisfy the tax withholding obligations related to an Option or Stock Appreciation Right will not become available for future grant or sale under the Plan. Shares used to satisfy tax withholding obligations related to any Award will hereunder shall not 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 reduce the number of Shares available for issuance under the Plan. Notwithstanding anything in the Plan or any Award Agreement to the contrary, Shares actually issued pursuant to Awards transferred under any Award Transfer Program will not be again available for grant under the Plan. Notwithstanding the foregoing and, provisions of this Section 3(b), subject to adjustment as provided in Section 14, 17, 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 under 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(b). View More
Stock Subject to the Plan. (a)Stock Subject to the Plan. Subject to the provisions of Section 14 All of the Shares reserved and issuable under 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 pursuant to Incentive Stock Options. The Shares 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 Co...mpany'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 Shares. The aggregate number of Shares available for issuance issued 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. shall not exceed 25,136,696 Shares. If an Award expires granted under this Plan 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 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 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 shall 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 terminated, become available for future grant under the Plan. In addition, any Shares used to pay which are retained by the Company upon exercise price of an Award or in order to satisfy the tax exercise or purchase price for such Award or any withholding obligations related taxes due with respect to an such Award will become shall be treated as not issued and shall continue to be available under the Plan. 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 the termination of a Participant's Continuous Service Status) shall again be available for future grant or sale under the Plan. Shares subject to Awards that are cancelled or forfeited at any time 6 will also be available for grant and issuance again in connection with other Awards. 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 12 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 maximum number stated set forth in 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) 13 of the Plan, the maximum aggregate number of Shares that may be issued sold under the Plan is Shares, plus a number 1,740,000 Shares. All of Shares equal the available shares may, but need not, be issued pursuant to the shares exercise of the Company's Class B common stock subject to stock options, restricted stock units, or similar awards granted under the Co...mpany'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. Stock Options. 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 should expire or becomes become unexercisable for any reason 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 the failure to vest, the unpurchased Shares (or (or, for Awards other than Options or Restricted Stock Appreciation Rights Units, the forfeited or repurchased Shares), which Shares) that were subject thereto will shall become available for future grant or sale under the Plan (unless the Plan has terminated). With In addition, any Shares which are retained by the Company -5- 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 Stock Appreciation Rights, only Shares actually any Award shall be treated as not issued (i.e., the net Shares issued) pursuant to a Stock Appreciation Right will cease and shall continue to be available under the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant issuance or sale under the Plan (unless the Plan has terminated). Plan. 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 the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Shares Company or Performance Units are repurchased by the Company pursuant to any forfeiture provision 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 Company repurchase right, as applicable, shall be 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 shall not result in reducing reduce 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 (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) 20 of the Plan, the maximum aggregate number of Shares that may be issued under the this Plan is Shares, plus a number of Shares equal to the shares sum of (i) 23,000,000 Shares, (ii) 38,000,000 Shares that, as of the Effective Date, had been reserved but not issued under the Company's Class B common stock 2006 Equity Incentive Plan, as amended (the "20...06 Plan"), and (iii) Shares subject to stock options, restricted stock units, options or similar other awards granted under the 2006 Plan or the Company's 2013 Equity 1996 Stock Incentive Plan (the "Existing Plan") that, on or after the Registration Effective Date, expire or otherwise 6 terminate without having been vested or exercised in full, are tendered up to or withheld by a maximum of 29,000,000 Shares. All of 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 issuable under the Plan from the Existing Plan equal to Shares. The Shares may be authorized, but unissued, or reacquired Common Stock. (b)Automatic (b) Share Reserve Increase. Subject Conversion Ratio. Any Shares that are subject to Options, SARs shall be counted against the numerical limits of this Section 3 as one Share for every Share subject thereto. Any Shares subject to Full Value Awards with a per Share or unit purchase price lower than 100% of Fair Market Value on the date of grant shall be counted against the numerical limits of this Section 3 as two and one-tenth Shares for every one Share subject thereto. To the extent that a Share that was subject to an Award that counted as two and one-tenth Shares against the Plan reserve pursuant to the provisions of Section 14 of preceding sentence is recycled back into the Plan, the number of Shares available for issuance Plan under the next paragraph of this Section 3, the Plan will shall be increased on the first day of each Fiscal Year beginning credited 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 two and one-tenth Shares. (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, a Full Value Award, is forfeited to or repurchased by the Company at its original purchase price due to failure such Award failing to vest, the unpurchased 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 Stock Appreciation Rights, only SARs, when an SAR is exercised, the Shares actually issued (i.e., the net Shares issued) pursuant subject to a Stock Appreciation Right will cease SAR Award Agreement shall be counted against the numerical limits of Section 3 above, as one Share for every Share subject thereto, regardless of the number of Shares used to be available under settle the Plan; all remaining SAR upon exercise (i.e., Shares under Stock Appreciation Rights will withheld to satisfy the exercise price of an SAR shall not remain available for future grant or sale issuance under the Plan (unless the Plan has terminated). Plan). 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 of Full Value Awards of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Company at their original purchase price or are forfeited to the Company, Company due to such Awards failing to vest, such Shares will shall become available for future grant under the Plan. Shares that are subject to an Option Award Agreement that are used to pay the exercise price of an Award Option shall not become available for future grant or to satisfy sale under the tax withholding obligations related Plan. Shares that are subject to an Award will Agreement that are used to satisfy Tax Obligations shall not 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, stock, such cash payment will shall not result reduce the number of Shares available for issuance under the Plan. Any payout of Awards that are payable only in reducing cash shall not reduce the number of Shares available for issuance under the Plan. Conversely, any forfeiture of Awards that are payable only in cash shall not increase the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 14, 20, 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 Section 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 (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) 15 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 Regist...ration 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 5,000,000 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 (b) 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, 15, 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 this Section 3(b). (c) 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. (d) Section 162(m) Per-Participant Award Limits. Subject to adjustment under Section 15, the following limits will apply to the grant of any Award intended to constitute "performance-based compensation" under Section 162(m) of the Code: (i) Options and Stock Appreciation Rights: No Participant may be granted within any calendar year one or more Options or Stock Appreciation Rights that in the aggregate are for more than 1,000,000 shares of Stock reserved for issuance under the Plan. (ii) Awards of Restricted Stock and Restricted Stock Units: No Participant may be granted within any calendar year one or more Awards of Restricted Stock and Restricted Stock Units subject to vesting conditions based on the attainment of performance goals for more than an aggregate of 1,000,000 shares of Stock reserved for issuance under the Plan. 7 (iii) Performance Units and Performance Shares: No Participant may be granted within any calendar year one or more Awards of Performance Units and Performance Shares that could result in the Participant receiving pursuant to those Performance Shares and Performance Units more than 1,000,000 shares of Stock reserved for issuance under the Plan. (iv) Awards Settled in Cash. No Participant may be granted within any calendar year one or more Awards payable in cash in excess of an aggregate amount of $2,000,000. (v) Each above limit for "performance-based compensation" under Section 162(m) of the Code will be multiplied by two for new hires in the year of hire. 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) 21 of the Plan, the maximum aggregate number of Shares that shares which may be issued optioned and sold under the Plan is Shares, plus a number of Shares equal to the 149,500,000 shares of the Company's Class B common stock Common Stock plus any Shares subject to stock options, restricted stock units, or similar awards granted any options under the Company's 201...3 Equity 2000 Nonstatutory Stock Option Plan and 1996 Stock Incentive Plan (the "Existing Plan") that, that are outstanding on or after the Registration Date, date this Plan becomes effective and that subsequently expire or otherwise terminate without having been exercised in full, are tendered unexercised, up to or withheld by the Company for payment a maximum of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by additional 75,000,000 Shares. All of the Company due to failure to vest, with the maximum number of Shares to be added to shares issuable under the Plan from the Existing Plan equal to Shares. The Shares may be authorized, but unissued, or reacquired Common Stock. (b)Automatic Any Shares subject to Options or SARs shall be counted against the numerical limits of this Section 3 as one Share Reserve Increase. Subject for every Share subject thereto. Any Shares subject to Performance Shares, Restricted Stock or Restricted Stock Units with a per share or unit purchase price lower than 100% of Fair Market Value on the date of grant shall be counted against the numerical limits of this Section 3 as two and one-tenth Shares for every one Share subject thereto. To the extent that a Share that was subject to an Award that counted as two and one-tenth Shares against the Plan reserve pursuant to the provisions of Section 14 of preceding sentence is recycled back into the Plan, the number of Shares available for issuance Plan under the next paragraph of this Section 3, the Plan will shall be increased on the first day of each Fiscal Year beginning credited 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. two and one-tenth Shares. 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, Performance Shares or Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company at its original purchase price due to failure such Award failing to vest, the unpurchased 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 Stock Appreciation Rights, only Shares actually issued (i.e., SARs, when an SAR is exercised, the net Shares issued) pursuant shares subject to a Stock Appreciation Right will cease SAR grant agreement shall be counted against the numerical limits of Section 3 above, as one share for every share subject thereto, regardless of the number of shares used to be available under settle the Plan; all remaining Shares under Stock Appreciation Rights will SAR upon exercise (i.e., shares withheld to satisfy the exercise price of an SAR shall not remain available for future grant or sale issuance under the Plan (unless the Plan has terminated). Plan). 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 Restricted Stock Units are repurchased by the Company at their original purchase price or are forfeited to the Company, Company due to such Awards failing to vest, such Shares will shall become available for future grant under the Plan. Shares used to pay the exercise price of an Award Option shall not become available for future grant or sale under the Plan. Shares used to satisfy the tax withholding obligations related to an Award will shall not 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, stock, such cash payment will shall not result in reducing reduce the number of Shares available for issuance under the Plan. Notwithstanding Any payout of Dividend Equivalents or Performance Units, because they are payable only in cash, shall not reduce 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 Plan. Conversely, any forfeiture of Dividend Equivalents or Performance Units shall not increase 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 available for issuance under the Plan. View More
