Number of Shares Authorized and Available for Awards. Subject to adjustment as provided in Section 4.4 of the Plan, the maximum number of Shares authorized and available for issuance under the Plan shall be 15,700,000 plus the number of Shares subject to outstanding stock options or restricted stock units under the Prior Plans as of the date of stockholder approval of this Plan that thereafter expire or terminate without issuance of the Shares. In connection with approving this Plan, the Board of Directors has approved a resolution that, effective upon receipt of stockholder approval of this Plan, any Shares available for issuance under the Prior Plans that are not subject to outstanding awards under the Prior Plans will no longer be available for issuance under the Prior Plans.
Number of Shares Authorized and Available for Awards.Available. Subject to adjustment as provided in Section 4.4 of[Section 4(B)], the Plan, the maximumaggregate number of Shares authorizedreserved and available for issuance pursuant to Awards granted under the Plan shall be 15,700,000 plus1,500,000. The maximum number of Shares that may be issued upon exercise of Incentive Stock Options granted under the Plan shall be 1,500,000. From and after the Effective Date, no further awards shall be granted under the Prior Plan and the Prior Plan shall remain in effect only so long as awards granted thereunder shall remain outstanding. If, after the Effective Date, any Shares covered by an Award granted under this Plan, or to which such an Award relates, are forfeited, or if such an Award is settled for cash or otherwise terminates, expires unexercised, or is canceled without the delivery of Shares, then the Shares covered by such Award, or to which such Award relates, or the number of Shares otherwise counted against the aggregate number of Shares with respect to which Awards may be granted, to the extent of any such settlement, forfeiture, termination, expiration, or cancellation, shall again become Shares with respect to which Awards may be granted. Shares withheld from an Award to satisfy tax withholding requirements shall count against the number of Shares remaining available for Awards under the Plan, and Shares delivered by a participant to satisfy tax withholding requirements shall not be added to the number of Shares remaining available for Awards under the Plan. In addition, # the full number of Shares subject to outstanding stock options or restricted stock unitsan Option shall count against the number of Shares remaining available for Awards under the Prior Plans asPlan, even if the exercise price of an Option is satisfied through net-settlement or by delivering Shares to the dateCompany (by either actual delivery or attestation), and # the full number of stockholder approvalShares subject to a Stock Appreciation Right shall count against the number of this Plan that thereafter expire or terminate without issuance of the Shares. In connection with approving this Plan, the Board of Directors has approved a resolution that, effective upon receipt of stockholder approval of this Plan, any Shares remaining available for issuanceAwards under the Prior Plans that are not subject to outstanding awards underPlan (rather than the Prior Plans will no longer be available for issuance under the Prior Plans. net number of Shares actually delivered upon exercise).
Number of Shares Authorized and Available for Awards. Subject to adjustmentsuch additional shares of Stock as provided inshall be available for issuance under the Plan pursuant to Section 4.4 of the Plan,2, and subject to adjustment pursuant to Section 17, the maximum number of Shares authorized andshares of Stock available for issuance under the Plan shall be 15,700,000equal to 65 million shares, plus the number of Sharesshares of Stock subject to awards outstanding stock options or restricted stock units under the Prior PlansPlan as of the date of stockholder approval of this Plan thatEffective Date which thereafter expireterminate by expiration, forfeiture, cancellation or terminateotherwise without the issuance of the Shares. In connection with approving this Plan, the Board of Directors has approved a resolution that, effective upon receipt of stockholder approval of this Plan, any Shares available for issuance under the Prior Plans that are not subject to outstanding awards under the Prior Plans will no longer be available for issuance under the Prior Plans. such shares.
Number of Shares Authorized and Available for Awards.Available. Subject to adjustment as provided in Section 4.4the provisions of [Section 15] of the Plan, the maximum aggregate number of Shares authorized and available for issuancethat may be delivered pursuant to Awards under the Plan shall be 15,700,is 17,600,000 plusShares (subject to Section 3(b) and to [Section 15(a)]). For the purposes of calculating the maximum number of Shares subjectthat may be issued pursuant to outstanding stock options or restricted stock unitsall Awards (including determining the amount of shares that become available under the Prior PlansPlan under [subsection (b)]): # every one Share issuable pursuant to the exercise of an Option or Stock Appreciation Right shall count as of the date of stockholder approval of this Plan that thereafter expireone Share and # every one Share underlying Restricted Stock, Restricted Stock Units, or terminate without issuance of theother stock-based Awards shall count as 1.5 Shares. In connection with approving this Plan, the Board of Directors has approved a resolution that, effective upon receipt of stockholder approval of this Plan, any Shares available for issuance under the Prior Plans that are not subject to outstanding awards under the Prior Plans will no longer be available for issuance under the Prior Plans.
Number ofMaximum Shares AuthorizedAvailable. Subject to Section 4(b) and Available for Awards. Subject to adjustment as provided in Section 4.4 of11(a), the Plan, the maximum number of Shares authorizedthat may be the subject of Awards and available for issuanceissued under the Plan shall be 15,700,000 plus60,000,000. After the effective date of the Plan, no additional awards may be granted under the Prior Plan. Shares issued under the Plan may come from authorized and unissued shares or treasury shares. In determining the number of Shares subject to outstanding stock options or restricted stock units under the Prior Plans as of the date of stockholder approval ofbe counted against this Plan that thereafter expire or terminate without issuance of the Shares. Inshare reserve in connection with approving this Plan,any Award, the Board of Directors has approved a resolution that, effective upon receipt of stockholder approval of this Plan, any Shares available for issuance under the Prior Plans that are not subject to outstanding awards under the Prior Plans will no longer be available for issuance under the Prior Plans. following rules shall apply:
Number ofSection # Shares Authorized and Available for Awards.Under the Plan. Subject to adjustment as providedset forth in Section 4.4 of the Plan,3.2, the maximum number of Shares authorizedshares of Stock that may be issued or delivered and available for issuanceas to which Awards may be granted under the Plan shallwill be 15,700,equal to the sum of: # 4,248,497 shares of Stock, which were authorized at the time that the Plan was first adopted by the Board effective January 13, 2010; # 3,000,000 plus the numbershares of SharesStock; # any shares of Stock subject to outstanding stock options or restricted stock unitsan Award under the Prior Plans as of the date of stockholder approval of this Plan that thereafter expireexpires without being exercised, or terminateis forfeited, canceled, settled or otherwise terminated without issuancea distribution of Stock to the Shares. InParticipant; # shares of Stock not delivered to the Participant because the Award is exercised through a reduction of shares subject to the Award (i.e., “net exercised”); and # shares of Stock delivered (either actually or by attestation) to or withheld by the Corporation in connection with approving this Plan, the Boardexercise of Directors has approved a resolution that, effective upon receipt of stockholder approval of this Plan, any Shares available for issuancean Option awarded under the Prior Plans that are not subject to outstanding awardsPlan, or in payment of any required income tax withholding for the exercise of an Option or the vesting of Restricted Stock awarded under the Prior Plans will no longerPlan. The shares that may be available for issuanceissued or delivered under the Prior Plans. Plan may be either authorized but unissued shares, repurchased shares, or partly each.
Number ofBasic Limitation. Shares Authorized and Available for Awards.offered under the Plan shall be authorized but unissued Shares or treasury Shares. Subject to adjustment as provided in Section 4.4 of the Plan,5.b) below, the maximum aggregate number of Shares authorized for issuance as Awards under the Plan shall not exceed 4,659,286 Shares, which is the sum of # 550,000 Shares approved at the Company’s 2020 annual meeting of stockholders, plus # 1,000,000 Shares approved at the Company’s 2021 annual meeting of stockholders, plus # 2,000,000 Shares approved at the Company’s 2022 annual meeting of stockholders, plus # 1,000,000 Shares approved at the Company’s 2023 annual meeting of stockholders, # the number of shares subject to the Predecessor Plan’s Available Reserve, plus # the number of shares that are Predecessor Plan Returning Shares, as such shares become available from time to time (the “Absolute Share Limit”). The number of Shares that may be delivered in the aggregate pursuant to the exercise of ISOs granted under the Plan shall not exceed 4,000,000 Shares 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 Section 5.b). The limitations of this Section 5.a) shall be 15,700,000 plussubject to adjustment pursuant to Section 11. The number of Shares that are subject to Options or other Awards outstanding at any time under the Plan shall not exceed the number of Shares subject to outstanding stock options or restricted stock units under the Prior Plans as of the date of stockholder approval of this Plan that thereafter expire or terminate without issuance of the Shares. In connection with approving this Plan, the Board of Directors has approved a resolution that, effective upon receipt of stockholder approval of this Plan, any Shareswhich then remain available for issuance under the Prior Plans that are not subjectPlan. The Company shall at all times reserve and keep available sufficient Shares to outstanding awards undersatisfy the Prior Plans will no longer be available for issuance underrequirements of the Prior Plans. Plan.
Number of Shares Authorized and Available for Awards. Subject to adjustment as provided in Section 4.4the Plan. The shares of the Plan, the maximum number of Shares authorized and available for issuanceStock with respect to which awards may be made under the Plan shall be 15,700,000 pluseither authorized and unissued shares or issued and outstanding shares (including, in the discretion of the Board, shares purchased in the market). Subject to the provisions of [Section 1.10], the number of Shares subject to outstanding stock options or restricted stock unitsshares of Stock available under the Prior Plans asPlan for the grant of Stock Options with or without tandem Stock Appreciation Rights, Performance Units and Restricted Stock shall not exceed 6,000,000 shares in the aggregate. If, for any reason, any award under the Plan or any portion of the date of stockholder approval of this Plan that thereafter expireaward, shall expire, terminate or terminate without issuancebe forfeited or canceled, or be settled in cash pursuant to the terms of the Shares. In connection with approving this Plan, the Board of Directors has approved a resolution that, effective upon receipt of stockholder approval of this Plan,Plan and, therefore, any Shares available for issuancesuch shares are no longer distributable under the Prior Plans that are not subject to outstanding awards under the Prior Plans will no longeraward, such shares of Stock shall again be available for issuanceaward under the Prior Plans. Plan.
Number of Shares Authorized and Available for Awards. Subject to adjustment as provided in Section 4.4 of the Plan, theStock Issuable. The maximum number of Shares authorizedshares of Stock reserved and available for issuance under the Plan shall be 15,700,2,000,000 plus the number of Sharesshares, subject to outstanding stock options or restricted stock unitsadjustment as provided in Section 3(b). For purposes of this limitation, the shares of Stock underlying any Awards under the Prior Plans as of the date of stockholder approval of this Plan that thereafter expireare forfeited, canceled, held back upon exercise of an Option or terminatesettlement of an Award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise or settlement) shall be added back to the Shares. In connection with approving this Plan, the Boardshares of Directors has approved a resolution that, effective upon receipt of stockholder approval of this Plan, any SharesStock available for issuance under the Prior Plans that arePlan. In the event the Company repurchases shares of Stock on the open market, such shares shall not subjectbe added to outstanding awards under the Prior Plans will no longer beshares of Stock available for issuance under the Prior Plans. Plan. Subject to such overall limitation, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.
Number of Shares Authorized and Available for Awards. Subject to adjustment as provided in Section 4.4 of the Plan, theStock Issuable. The maximum number of Shares authorizedshares of Stock reserved and available for issuance under the Plan shall be 15,700,# 8,800,000 plusshares less # the number of Sharesshares of Stock underlying awards granted under the Company’s Equity Plan originally adopted in 2011 (the “Prior Plan”) after February 28, 2021, subject to outstanding stock options or restricted stock unitsadjustment as provided in this Section 3. For purposes of this limitation, the shares of Stock underlying any awards under the Plan and under the Prior Plans as of the date of stockholder approval of this Plan that thereafter expireare forfeited, canceled or terminate without issuanceotherwise terminated (other than by exercise) shall be added back to the shares of the Shares. In connection with approving this Plan, the Board of Directors has approved a resolution that, effective upon receipt of stockholder approval of this Plan, any SharesStock available for issuance under the Prior PlansPlan and, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the shares of Stock that may be issued as Incentive Stock Options. Notwithstanding the foregoing, the following shares shall not be added to the shares authorized for grant under the Plan: # shares tendered or held back upon exercise of a Stock Option or settlement of an Award to cover the exercise price or tax withholding, and # shares subject to a Stock Appreciation Right that are not subjectissued in connection with the stock settlement of the Stock Appreciation Right upon exercise thereof. In the event the Company repurchases shares of Stock on the open market, such shares shall not be added to outstanding awards under the Prior Plans will no longer beshares of Stock available for issuance under the Prior Plans. Plan. Subject to such overall limitations, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award; provided, however, that no more than 8,800,000 shares of the Stock may be issued in the form of Incentive Stock Options. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.
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