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) of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is (i) 1,649,792 Shares, plus a which is the number of Shares equal to the shares of the Company's Class B common stock of Omniome that were reserved but not issued or subject to outstanding equity awards under Omniome's 2014 Equity Incentive Plan, as amended (the "Omn...iome Plan"), as of the consummation of the Merger and as adjusted to reflect the Merger, plus (ii) any Shares subject to stock options, restricted stock units, or similar awards options granted under the Company's 2013 Equity Incentive Omniome 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 that were assumed 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, in connection with the maximum number of Shares to be added Merger that terminate and are cancelled without being exercised, and that if such termination and cancellation had occurred prior to the Merger otherwise would have returned to the Omniome Plan. In addition, Shares may become available for issuance under the Plan from the Existing Plan equal pursuant to Shares. Sections 3(b) and 3(c). 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, then the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights 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 Rights that are settled in Shares, the gross number of Shares actually issued (i.e., covered by the net Shares issued) pursuant to a Stock Appreciation Right 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 actually 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, Company due to failure to vest, 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 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 the 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 -6- (c) 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, at all times 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) of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is (i) 1,851,043 Shares, plus a which is the number of Shares equal to the shares of the Company's Class B common stock of Omniome that were reserved but not issued or subject to outstanding equity awards under Omniome's 2014 Equity Incentive Plan, as amended (the "Omn...iome Plan"), as of the consummation of the Merger and as adjusted to reflect the Merger, plus (ii) any Shares subject to stock options, restricted stock units, or similar awards options granted under the Company's 2013 Equity Incentive Omniome 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 that were assumed 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, in connection with the maximum number of Shares to be added Merger that terminate and are cancelled without being exercised, and that if such termination and cancellation had occurred prior to the Merger otherwise would have returned to the Omniome Plan. In addition, Shares may become available for issuance under the Plan from the Existing Plan equal pursuant to Shares. Sections 3(b) and 3(c). 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, then the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights 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 Rights that are settled in Shares, the gross number of Shares actually issued (i.e., covered by the net Shares issued) pursuant to a Stock Appreciation Right 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 actually 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, Company due to failure to vest, 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 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 the 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 -6- (c) 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, at all times 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) 13 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is 5,856,505 Shares, which number is the sum of (i) 2,494,700 new Shares plus a number of (ii) any Shares equal to the shares that, as of the Company's Class B common stock subject Effective Date, have been reserved but not issued pursuant to stock options, restrict...ed stock units, or similar any awards granted under the Company's 2013 Equity Incentive Stock Plan (the "Existing Plan") that, and are not subject to any awards granted thereunder in an amount not to exceed 928,974 Shares, and (iii) any Shares subject to awards under the Existing Plan that otherwise would have been returned to the Existing Plan on or after the Registration Date, expire Effective Date on account of the expiration, cancellation, forfeiture or otherwise terminate without having been exercised repurchase of awards granted thereunder in full, are tendered an amount not 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 exceed 2,432,831 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 13 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 Fiscal Year, in an amount equal to the least lessor of (i) 999,900 Shares, (ii) 5% four percent (4%) 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 and (iii) such number of Shares determined by the Board. (c)Lapsed (c) Lapsed Awards. If To the extent an Award expires should expire or becomes 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 -7- addition, any Shares which are retained by the Company upon exercise of an Award in order to satisfy the exercise or purchase price for such Award or any withholding taxes due with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is such Award shall be treated as not issued and shall continue to be available under the Plan for issuance pursuant to future Awards. Shares issued under the Plan and later forfeited to the Company due to the failure to vest or repurchased by the Company due at the original purchase price paid to failure 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 is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 14, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Sections 3(b) and 3(c). -6- (d)Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.View More
Stock Subject to the Plan. (a)Stock (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, 14, the maximum aggregate number of Shares that may be issued subject to Awards and sold under the Plan is Shares, plus a number of 11,788,132 Shares equal to the shares as 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 date this Pla...n (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 is adopted 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 Board (the "Initial Share Pool"); provided that, the maximum number of Shares to that may be added to issued upon the Plan from exercise of Incentive Stock Options shall equal the Existing Plan equal to Shares. Initial Share Pool. 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 (b) 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), 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, Stock or Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Company or are forfeited to the Company, Company due to the failure to vest, 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 for the Initial Share Pool stated in Section 3(a), plus, to the extent allowable under Code Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Sections this Section 3(b). (c) Substitute Awards. Substitute Awards may be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards shall not reduce the Shares authorized for grant under the Plan, except as may be required by reason of Code Section 422, and Shares subject to such Substitute Awards shall not be added to the Shares available for Awards under the Plan as provided in Section 3(b) above. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by its stockholders and 3(c). -6- (d)Share Reserve. The Company, during not adopted in contemplation of such acquisition or combination, the term shares available for grant pursuant to the terms of this Plan, will at all times reserve and keep available such number pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of Shares as will be sufficient to satisfy the requirements common stock of the Plan. entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided in Section 3(b) above); provided that Awards using such available Shares shall (i) not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employed by or providing services to the Company or its Parents or Subsidiaries immediately prior to such acquisition or combination and (ii) be made in respect of Incentive Stock Options only to the extent allowable under Code Section 422 and the Treasury Regulations promulgated thereunder. 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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) 13 of the Plan, the maximum aggregate number of Shares that may be issued optioned and sold under the Plan is Shares, 1,750,000 Shares plus a the number of Shares which have been reserved but not issued under the Company's 2001 Stock Option Plan (the "2001 Plan") as of the Registration Date, (ii) any Shares returned to the 2001 Plan as a result of termi...nation of options or repurchase of Shares issued under such plan, and 3 (iii) an annual increase to be added on the first day of the Company's fiscal year beginning in 2006, equal to the shares lesser of (A) 825,000 Shares, (B) 3.25% of the Company's Class B common stock subject to stock options, restricted stock units, outstanding Shares on such date 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 (C) an amount determined 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. Board. The Shares may be authorized, but unissued, or reacquired Common Stock. (b)Automatic Share Reserve Increase. Subject Shares will not be deemed to have been issued pursuant to the provisions Plan with respect to any portion of Section 14 an Award that is settled in cash. Upon payment in Shares pursuant to the exercise of an SAR, only the Plan, number of Shares actually issued in such payment will reduce the number of Shares available for issuance under the Plan. If the exercise price of an Option is paid by tender to the Company, or attestation to the ownership, of Shares owned by the Participant, the number of Shares available for issuance under the Plan will be increased on reduced by 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 gross number of Shares determined by for which the Board. (c)Lapsed Option is exercised. (b) 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 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). terminated); provided, however, that Shares that have actually been issued under the Plan under any Award Plan, whether upon exercise of an Award, will not be returned to the Plan and will 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 are forfeited 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 (c) 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) 13 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is Shares, 43,460,551, plus a (i) -4- following the Initial Closing, as such term is defined in the Series B Preferred Stock Purchase Agreement to be entered into by the Company and certain investors (the "Series B Purchase Agreement"), the number of Shares equal to... four percent (4%) of the outstanding shares of the Company's Class B common capital 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 of the Company for payment of (on an exercise price or for tax withholding obligations, or are forfeited to or repurchased by as-converted basis) immediately following the Company due to failure to vest, with Initial Closing, and (ii) following the maximum Second Closing (as such term is defined in the Series B Purchase Agreement), the number of Shares to be added to the Plan from the Existing Plan equal to Shares. four percent (4%) of the number of shares of Series B Preferred Stock of the Company issued in the Second Closing (as such term is defined in the Series B Purchase Agreement). The Shares may be authorized, but unissued, or reacquired Common Stock. (b)Automatic (b) Automatic Share Reserve Increase. Subject to the provisions of Section 14 13 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 2015 Fiscal Year, in an amount equal to the least of (i) Shares, (ii) 5% four percent (4%) 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 (iii) such number of Shares determined by the Board. (c)Lapsed Year. (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, Stock or 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 for Awards other than Options or Stock Appreciation 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 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, Stock or Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Company or are forfeited to the Company, Company due to the failure to vest, 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, 13, 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), not exceed 60,000,000, 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 (d) Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan. View More
Stock Subject to the Plan. (a)Stock Subject to the Plan. a. 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 which will be issued available for grant 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 approval by the Company for payment stockholders at the 2017 annual meeting 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 stockholders is 3,278,307 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 All shares reserved for issuance under this Plan may be used for Incentive Stock Options. b. To the Plan will be increased on the first day of each Fiscal Year beginning with the 2020 Fiscal Year, in an amount equal extent that Shares subject to the least of (i) Shares, (ii) 5% of the outstanding shares of all classes of the Company's common stock on the last day of the immediately preceding Fiscal Year or (iii) such number of Shares determined by the Board. (c)Lapsed Awards. If an Award expires are not issued to a Participant because the Award terminates, expires, lapses or becomes unexercisable without having been exercised in full, full for any reason, or an Award is settled in cash, or is surrendered pursuant to an Award Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units or Performance Shares, Deferred Stock Units, is forfeited to or repurchased by the Company due to failure to vest, Company, the unpurchased unissued Shares (or for Awards other than Options or Stock Appreciation Rights and SARs, the forfeited or repurchased Shares), shares) which were subject thereto will shall become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to However, the full number of Stock Appreciation Rights, only Rights granted that are to be settled by the issuance of Shares shall be counted against the number of Shares available for award under the Plan, regardless of the number of Shares actually issued (i.e., the net Shares issued) pursuant to a upon settlement of such Stock Appreciation Right will cease to be available under the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under the Plan (unless the Plan has terminated). Rights. Shares that have actually been issued under the Plan under any Award will shall not be returned to the Plan and will shall not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Company or are forfeited to the Company, such Shares will become available for future grant under the Plan. Shares used to pay surrendered or withheld in payment of the exercise price of an Award or Option and Shares withheld by the Company to satisfy the any minimum tax withholding obligations related to an Award will become available for future grant or sale under obligation shall count against the Plan. aggregate plan limit described above. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will shall not result in reducing a reduction to the number of Shares available for issuance under the Plan. Notwithstanding Shares repurchased by the foregoing and, subject Company on the open market with the proceeds of an Option exercise shall not be added to adjustment as provided in Section 14, the maximum number of Shares that available for grant under the Plan. No fractional shares of Stock may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Sections 3(b) and 3(c). -6- (d)Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan. hereunder. View More
Stock Subject to the Plan. (a)Stock (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, 13, the maximum aggregate number of Shares that may be issued subject to Awards and sold under the Plan is Shares, 9,770,000 Shares (the "Share Reserve") plus any Shares added as a result of the "evergreen" provision in the next sentence. The Share Reserve will automatically increase on January 1st of each year beginning in 2022 and ending ...with a final increase on January 1, 2031, in an amount equal to 5% of the total number of Shares equal to the shares of Common Stock outstanding on December 31st of the Company's Class B common stock subject to stock options, restricted stock units, preceding calendar year. The Board may provide that there will be no January 1st increase in the Share Reserve for any such year or similar awards granted under that the Company's 2013 Equity Incentive Plan (the "Existing Plan") that, on or after increase in the Registration Date, expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company Share Reserve 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 any such year will be a smaller number of Shares to be added of Common Stock than would otherwise occur pursuant to the Plan from the Existing Plan equal to Shares. The 5 preceding sentence. Shares may be authorized, but unissued, issued under the terms of this Plan in connection with a merger or reacquired Common Stock. (b)Automatic Share Reserve Increase. Subject to the provisions of Section 14 of the Plan, acquisition as permitted by any applicable exchange listing rule, and such issuance will not reduce the number of Shares available for issuance under the Plan will this Plan. The Shares may 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 authorized but unissued, or (iii) such number of Shares determined by the Board. (c)Lapsed reacquired Common Stock. (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, Stock or 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 for Awards other than Options or Stock Appreciation Rights Rights, the forfeited or repurchased Shares), which Shares) that 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, Stock or Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Company or are forfeited to the Company, Company due to the failure to vest, 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, 13, 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, is 9,770,000. (c) Limitation on Awards to Directors. Notwithstanding anything to the extent allowable under Section 422 contrary contained herein, the maximum grant date fair value for Awards that may be issued to any one Director during any given fiscal year of the Code and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant Company is $750,000, increased to Sections 3(b) and 3(c). -6- (d)Share Reserve. The Company, during the term $1,000,000 in such Director's first year of this Plan, will at all times reserve and keep available such number of Shares service as will be sufficient to satisfy the requirements a member of the Plan. Board. 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 be added to the Plan from the Existing Plan equal to 5,131,549 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 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 Fiscal Year, in an amount equal to the least lessor of (i) 2,146,354 Shares, (ii) 5% four percent (4%) 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 and (iii) such number of Shares determined by the Board. (c)Lapsed (c) Lapsed Awards. If To the extent an Award expires should expire or becomes 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 in order to satisfy the exercise or purchase price for such Award or any withholding taxes due with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is such Award shall be treated as not issued and shall continue to be available under the Plan for issuance pursuant to future Awards. Shares issued under the Plan and later forfeited to the Company due to the failure to vest or repurchased by the Company due at the original purchase price paid to failure 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 -7- 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 is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 14, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Sections 3(b) and 3(c). -6- (d)Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.View More
Stock Subject to the Plan. (a)Stock (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, 14, the maximum aggregate number of Shares that may be issued subject to Awards and sold under the Plan is Shares, plus a number (i) 12% 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 outstanding as of the Effective Date (the "Initial Share Pool"), increased by an amount equal to 12% of the number of additional Shares issued in connection with the initial public offering of the Shares, if any, plus any Shares remaining available for issuance grant under the Prior Plan will be increased and (ii) an annual increase on the first day of each Fiscal Year calendar year beginning with the 2020 Fiscal Year, in an amount on January 1, 2021 and ending on and including January 1, 2029, equal to the least lesser of (i) Shares, (ii) 5% (A) five percent (5%) of the number of outstanding shares of all classes of the Company's common stock Shares on the last day of the immediately preceding Fiscal Year or (iii) fiscal year and (B) such smaller number of Shares as determined by the Board. (c)Lapsed Board; provided that, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options shall equal the Initial Share Pool. The Shares may be authorized but unissued, or reacquired Common Stock. (b) Lapsed Awards. If an Award Award, including any award granted under the Prior Plan, expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock, Stock or 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 for Awards other than Options or Stock Appreciation 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 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, Stock or Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Company or are forfeited to the Company, Company due to the failure to vest, 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 6 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 Code Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Sections this Section 3(b). (c) Substitute Awards. Substitute Awards may be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards shall not reduce the Shares authorized for grant under the Plan, except as may be required by reason of Code Section 422, and Shares subject to such Substitute Awards shall not be added to the Shares available for Awards under the Plan as provided in Section 3(b) above. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by its stockholders and 3(c). -6- (d)Share Reserve. The Company, during not adopted in contemplation of such acquisition or combination, the term shares available for grant pursuant to the terms of this Plan, will at all times reserve and keep available such number pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of Shares as will be sufficient to satisfy the requirements common stock of the Plan. entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided in Section 3(b) above); provided that Awards using such available Shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employed by or providing services to the Company or its Subsidiaries immediately prior to such acquisition or combination. 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