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Incentive Stock Options. In the case of an Incentive Stock Option, each Option shall be subject to any terms, conditions and provisions as the Committee determines necessary or desirable in order to qualify the Option as an Incentive Stock Option. Notwithstanding anything to the contrary in this Section 9, in the case of an Incentive Stock Option # if the Participant owns stock possessing more than 10 percent of the combined voting power of all classes of stock of the Company, the exercise price of such Option must be at least 110 percent of the Fair Market Value of the common stock of the Company on the date of grant, and the Option must expire within a period of not more than five years from the date of grant, # termination of employment will be deemed to occur when the person to whom an Award was granted ceases to be an employee (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company and its subsidiaries and # the number of Shares that may be issued upon exercise of Incentive Stock Options shall not exceed the aggregate Share number stated in Section 3 (including adjustment as provided in Section 22). Notwithstanding anything in this Section 9 to the contrary, Options designated as Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and shall be deemed Non-Qualified Stock Options) to the extent that either # the aggregate Fair Market Value of Shares (determined as of the time of grant) with respect to which such Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Affiliate) exceeds $100,000, taking Options into account in the order in which they were granted, and # such Options otherwise remain exercisable but are not exercised within three months of termination of employment (or such other period of time provided in Section 422 of the Code).

Incentive Stock Options. In the case of an Incentive Stock Option, each OptionOptions may only be granted to employees of the Company. For so long as the Code shall be subjectso provide, Options granted to any terms, conditions and provisions asemployee under the Committee determines necessary or desirable in order to qualify the Option as an Incentive Stock Option. Notwithstanding anything to the contrary in this Section 9, in the case of an Incentive Stock Option # if the Participant ownsPlan (and any other incentive stock possessing more than 10 percentoption plans of the combined voting power of all classes of stock of the Company, the exercise price of such Option must be at least 110 percent of the Fair Market Value of the common stock of the Company on the date of grant, and the Option must expire within a period of not more than five years from the date of grant, # termination of employment will be deemedCompany) which are intended to occur when the person to whom an Award was granted ceases to be an employee (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company and its subsidiaries and # the number of Shares that may be issued upon exercise ofconstitute Incentive Stock Options shall not exceed the aggregate Share number stated in Section 3 (including adjustment as provided in Section 22). Notwithstanding anything in this Section 9 to the contrary, Options designated asconstitute Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and shall be deemed Non-Qualified Stock Options) to the extent that either #such Options, in the aggregate Fair Market Value of Shares (determined as of the time of grant) with respect to which such Options areaggregate, become exercisable for the first time by the Participant duringin any one calendar year (under all plansfor shares of Common Stock with an aggregate fair market value (determined as of the Companyrespective date or dates of grant) of more than $100,000. If an Option is intended to be an Incentive Stock Option, and if for any Affiliate) exceeds $100,000, taking Options into account inreason such Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the order in which they were granted, and #extent of such Optionsnonqualification, such Option (or portion thereof) shall be regarded as a non-statutory Option appropriately granted under the Plan provided that such Option (or portion thereof) otherwise remain exercisable but are not exercised within three months of termination of employment (or such other period of time provided in Section 422 ofmeets the Code).Plan’s requirements relating to non-statutory Options.

Incentive Stock Options. In the case of an Incentive Stock Option, eachAn Option shall be subject to any terms, conditions and provisions as the Committee determines necessary or desirable in order to qualify the Option as an Incentive Stock Option. Notwithstanding anything to the contrary in this Section 9, in the case ofwill constitute an Incentive Stock Option #only if the Participant owns stock possessing more than 10 percent ofreceiving the combined voting power of all classes of stock ofOption is an Employee, and only to the Company,extent that # it is so designated in the exercise price of such Option must be at least 110 percent ofapplicable Agreement and # the aggregate Fair Market Value (determined as of the common stockOption’s Grant Date) of the Company onShares with respect to which Incentive Stock Options held by the date of grant,Participant first become exercisable in any calendar year (under the Plan and the Option must expire within a period of not more than five years from the date of grant, # termination of employment will be deemed to occur when the person to whom an Award was granted ceases to be an employee (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder)all other plans of the Company and its subsidiaries and #Subsidiaries) does not exceed $100,000. To the extent an Option granted to a Participant exceeds this limit, the Option shall be treated as a Non-Qualified Stock Option. The maximum number of Shares that may be issued upon the exercise of Incentive Stock Options shall not exceedequal the aggregate Sharemaximum number stated in Section 3 (including adjustmentof Shares that may be the subject of Awards and issued under the Plan as provided in Section 22). Notwithstanding anything in this Section 9 to the contrary, Options designated as Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and shall be deemed Non-Qualified Stock Options) to the extent that either # the aggregate Fair Market Value of Shares (determined as of the time of grant) with respect to which such Options are exercisable for the first time by the Participant during any calendar year (under all planssentence of the Company and any Affiliate) exceeds $100,000, taking Options into account in the order in which they were granted, and # such Options otherwise remain exercisable but are not exercised within three months of termination of employment (or such other period of time provided in Section 422 of the Code)4(a).

Incentive Stock Options. InAnything in the case of an Incentive Stock Option, each Option shall be subject to any terms, conditions and provisions as the Committee determines necessary or desirable in order to qualify the Option as an Incentive Stock Option. Notwithstanding anythingPlan to the contrary innotwithstanding, no term of this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 9, in422 of the caseCode, or, without the consent of anthe Participants affected, to disqualify any Incentive Stock Option # ifunder such [Section 422]. An Incentive Stock Option shall not be granted to an individual who, on the Participantdate of grant, owns stock possessing more than 10ten percent (10%) of the total combined voting power of all classes of stock of the Company, the exercise price of such Option must be at least 110 percent of the Fair Market Value of the common stock of the Company on the date of grant, and the Option must expire within a period of not more than five years from the date of grant, # termination of employment will be deemed to occur when the person to whom an Award was granted ceases to be an employee (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company and its subsidiaries and # the number of Shares that may be issued upon exercise of Incentive Stock Options shall not exceed the aggregate Share number stated in Section 3 (including adjustment as provided in Section 22). Notwithstanding anything in this Section 9 to the contrary, Options designated as Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and shall be deemed Non-Qualified Stock Options) to the extent that either # theCompany. The aggregate Fair Market Value of Shares (determined asValue, determined on the Award Date of the timeshares of grant)Common Stock with respect to which suchone or more Incentive Stock Options (or other incentive stock options within the meaning of Section 422 of the Code, under all other option plans of the Company) that are exercisable for the first time by thea Participant during any calendar year (under all plansshall not exceed the $100,000 limitation imposed by Section 422(d) of the Company and any Affiliate) exceeds $100,000, taking Options into account in the order in which they were granted, and # such Options otherwise remain exercisable but are not exercised within three months of termination of employment (or such other period of time provided in Section 422 of the Code).Code.

No Incentive Stock Options. In the case of an Incentive Stock Option, each Option shall be subjectgranted to any terms, conditions and provisions asemployee if, at the Committee determines necessary or desirable in order to qualifytime the Option as an Incentive Stock Option. Notwithstanding anything to the contrary in this Section 9, in the case of an Incentive Stock Option # ifis granted, the Participantemployee (by reason of the attribution rules applicable under Section 424(d) of the Code) owns stock possessing more than 10 percent10% of the combined voting power of all classes of stock of the Company,Company or any Parent Company or Subsidiary unless at the time such Incentive Stock Option is granted the Stock Option exercise price of such Option must beis at least 110 percent110% of the Fair Market Value (determined as of the common stocktime the Incentive Stock Option is granted) of the Company onshares of Common Stock subject to the dateIncentive Stock Option and such Incentive Stock Option by its terms is not exercisable after the expiration of grant, and the Option must expire within a period of not more than five years from the date of grant, # termination of employment will be deemed to occur when the person to whom an Award was granted ceases to be an employee (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company and its subsidiaries and # the number of Shares that may be issued upon exercise of Incentive Stock Options shall not exceed the aggregate Share number stated in Section 3 (including adjustment as provided in Section 22). Notwithstanding anything in this Section 9 to the contrary, Options designated as Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and shall be deemed Non-Qualified Stock Options) to the extent that either # the aggregate Fair Market Value of Shares (determined as of the time of grant) with respect to which such Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Affiliate) exceeds $100,000, taking Options into account in the order in which they were granted, and # such Options otherwise remain exercisable but are not exercised within three months of termination of employment (or such other period of time provided in Section 422 of the Code).grant.

Incentive Stock Options. In the case of an Incentive Stock Option, each Option shall be subjectindividual described in Section 422(b)(6) of the Code (relating to any terms, conditions and provisions ascertain 10% owners), the Committee determines necessary or desirable in orderExercise Price with respect to qualify the Option as an Incentive Stock Option. Notwithstanding anything to the contrary in this Section 9, in the case of an Incentive Stock Option # if the Participant owns stock possessing moreshall not be less than 10 percent of the combined voting power of all classes of stock of the Company, the exercise price of such Option must be at least 110 percent110% of the Fair Market Value of the common stock of the Companya Share on the date of grant,day the Option is granted and the term of an Incentive Stock Option must expire within a period of notshall be no more than five years from the date of grant, # termination of employment will be deemed to occur when the person to whom an Award was granted ceases to be an employee (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company and its subsidiaries and # the number of Shares that may be issued upon exercise of Incentive Stock Options shall not exceed the aggregate Share number stated in Section 3 (including adjustment as provided in Section 22). Notwithstanding anything in this Section 9 to the contrary, Options designated as Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and shall be deemed Non-Qualified Stock Options) to the extent that either # the aggregate Fair Market Value of Shares (determined as of the time of grant) with respect to which such Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Affiliate) exceeds $100,000, taking Options into account in the order in which they were granted, and # such Options otherwise remain exercisable but are not exercised within three months of termination of employment (or such other period of time provided in Section 422 of the Code).grant.

Incentive Stock Options. In the caseThe exercise price of an Incentive Stock Option, each Option shall be subject to any terms, conditionsat least 100% of the Fair Market Value of the Common Stock on the Grant Date, and provisions as the Committee determines necessary or desirable in order to qualify the Option as an Incentive Stock Option. Notwithstanding anything to the contrary in this Section 9, in the case of an Incentive Stock Option # if thegranted to a Participant who owns stock possessing more than 10 percent10% of the total combined voting power of all classes of the stock of the Company, the exercise priceCompany or of such Option mustits parent or subsidiary corporations (a “Ten Percent Stockholder”), shall not be at least 110 percentless than 110% of the Fair Market Value of the common stock of the CompanyCommon Stock on the dateGrant Date. The determination of grant, and the Option must expire within a period of not more than five years from the date of grant, # termination of employment will10% ownership shall be deemed to occur when the person to whom an Award was granted ceases to be an employee (as determinedmade in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company and its subsidiaries and # the number of Shares that may be issued upon exercise of Incentive Stock Options shall not exceed the aggregate Share number stated in Section 3 (including adjustment as provided in Section 22). Notwithstanding anything in this Section 9 to the contrary, Options designated as Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and shall be deemed Non-Qualified Stock Options) to the extent that either # the aggregate Fair Market Value of Shares (determined as of the time of grant) with respect to which such Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Affiliate) exceeds $100,000, taking Options into account in the order in which they were granted, and # such Options otherwise remain exercisable but are not exercised within three months of termination of employment (or such other period of time provided in Section 422 of the Code).Code.

Incentive Stock Options. In the case of an Incentive Stock Option, each Option shall be subject% Shareholder If any employee to any terms, conditions and provisions as the Committee determines necessary or desirable in order to qualify the Option as an Incentive Stock Option. Notwithstanding anything to the contrary in this Section 9, in the case ofwhom an Incentive Stock Option # ifis to be granted is, at the Participant ownstime of the grant of such Option, the owner of stock possessing more than 10 percent10% of the total combined voting power of all classes of stock of the Company,Company (after taking into account the attribution of stock ownership rules of Section 424(d) of the Code) (a “Greater Than 10% Shareholder”), any Incentive Stock Option granted to such individual must: # have an exercise price per share of such Option must be at least 110 percentnot less than 110% of the Fair Market Valuefair market value of one share of Common Stock at the common stocktime of the Company on the date of grant,grant; and the Option must# expire within a period ofby its terms not more than five years from the date of grant, # termination of employment will be deemed to occur when the person to whom an Award was granted ceases to be an employee (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company and its subsidiaries and # the number of Shares that may be issued upon exercise of Incentive Stock Options shall not exceed the aggregate Share number stated in Section 3 (including adjustment as provided in Section 22). Notwithstanding anything in this Section 9 to the contrary, Options designated as Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and shall be deemed Non-Qualified Stock Options) to the extent that either # the aggregate Fair Market Value of Shares (determined as of the time of grant) with respect to which such Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Affiliate) exceeds $100,000, taking Options into account in the order in which they were granted, and # such Options otherwise remain exercisable but are not exercised within three months of termination of employment (or such other period of time provided in Section 422 of the Code).grant.

Incentive Stock Options. InAn Option that the caseBoard intends to be an “incentive stock option” as defined in Section 422 of anthe Code (an “Incentive Stock Option”) shall only be granted to employees of the Company, any of the Company’s present or future parent or subsidiary corporations as defined in [Sections 424(e) or (f)])] of the Code, and any other entities the employees of which are eligible to receive Incentive Stock Option, eachOptions under the Code. The Option shall be subject to any terms, conditions and shall be construed consistently with the requirements of Section 422 of the Code, and without limiting generality of the foregoing, the Option shall be deemed to include terms that comply with the eligibility standards described section 422(b) of the Code. Subject to the remaining provisions as the Committee determines necessary or desirable in orderof this Section 5(b), if an Option intended to qualify as an Incentive Stock Option does not so qualify, the Board may, at its discretion, amend the Plan and Award with respect to such Option so that such Option qualifies as an Incentive Stock Option. Notwithstanding anything to the contrary in this Section 9, in the case of an Incentive Stock Option # if the Participant owns stock possessing more than 10 percent of the combined voting power of all classes of stock of the Company, the exercise price of such Option must be at least 110 percent of the Fair Market Value of the common stock of the Company on the date of grant, and the Option must expire within a period of not more than five years from the date of grant, # termination of employment will be deemed to occur when the person to whom an Award was granted ceases to be an employee (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company and its subsidiaries and # the number of Shares that may be issued upon exercise of Incentive Stock Options shall not exceed the aggregate Share number stated in Section 3 (including adjustment as provided in Section 22). Notwithstanding anything in this Section 9 to the contrary, Options designated as Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and shall be deemed Non-Qualified Stock Options) toTo the extent that either # the aggregate Fair Market Value of Shares (determined as ofat the time of grant) of Common Stock with respect to which suchIncentive Stock Options are exercisable for the first time by theany Participant during any calendar year (under all plans of the Company and any Affiliate)affiliates) exceeds $100,000, taking000 (or such other limit established in the Code) or otherwise does not comply with the rules governing Incentive Stock Options, the Options into account inor portions thereof that exceed such limit (according to the order in which they were granted, and # such Optionsgranted) or otherwise remain exercisable but aredo not exercised within three months of termination of employment (or such other period of time provided in Section 422comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the Code).applicable Award. The Company shall have no liability to a Participant, or any other party, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option or for any action taken by the Board, including without limitation the conversion of an Incentive Stock Option to a Nonstatutory Stock Option.

The terms of any Incentive Stock Options. InOption granted under the casePlan shall comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, and any regulations promulgated thereunder. Notwithstanding any designation as an Incentive Stock Option, each Option shall be subject to any terms, conditions and provisions as the Committee determines necessary or desirable in order to qualify the Option as an Incentive Stock Option. Notwithstanding anything to the contrary in this Section 9, in the case of an Incentive Stock Option # if the Participant owns stock possessing more than 10 percent of the combined voting power of all classes of stock of the Company, the exercise price of such Option must be at least 110 percent of the Fair Market Value of the common stock of the Company on the date of grant, and the Option must expire within a period of not more than five years from the date of grant, # termination of employment will be deemed to occur when the person to whom an Award was granted ceases to be an employee (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company and its subsidiaries and # the number of Shares that may be issued upon exercise of Incentive Stock Options shall not exceed the aggregate Share number stated in Section 3 (including adjustment as provided in Section 22). Notwithstanding anything in this Section 9 to the contrary, Options designated as Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and shall be deemed Non-Qualified Stock Options) to the extent that either # the aggregate Fair Market Value of Shares (determined asfair market value of the time of grant) with respectShares subject to which sucha Participant’s Incentive Stock Options arethat become exercisable for the first time by the Participant during any calendar year (under all plansexceeds $100,000, such excess Options shall be treated as Non-Qualified Stock Options. For purposes of the Company and any Affiliate) exceeds $100,000, takingforegoing, Incentive Stock Options shall be taken into account in the order in which they were granted, and # such Options otherwise remain exercisable but are not exercised within three months of termination of employment (or such other period of time provided in Section 422the fair market value of the Code).Shares shall be determined as of the date of the grant of such Option.

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