Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased Shares (or 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). Upon exercise of a Stock Appreciation Right settled in Shares, the gross number of Shares covered by the portion of the Award so exercised, whether or not actually issued pursuant to such exercise, will cease to be available under the Plan. Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units or Performance Awards are repurchased by the Company or are forfeited to the 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 liabilities or withholdings 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 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 3.1], plus, to the extent allowable under Code Section 422 and the U.S. Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to [Section 3.2].
Lapsed Awards.Awards Not Exercised; Effect of Receipt of Shares. If anany outstanding Award expires or becomes unexercisable without having been exercised in full, or,portion thereof, expires, or is terminated, canceled or forfeited, the Shares that would otherwise be issuable or released from restrictions with respect to Restricted Stock, Restricted Stock Units, Performance Unitsthe unexercised or Performancenon-Vested portion of such expired, terminated, canceled or forfeited Award shall be available for subsequent Awards under this Plan. If the Exercise Price of an Award is paid in Shares, or if Shares is forfeited to or repurchasedare withheld by the Company dueto cover a Participant’s tax obligations with respect to an Award pursuant to [Section 15.1 or 15.2]2] of the Plan, the Shares received by the Company in connection therewith shall not be added to the failure to vest, the unpurchasedmaximum aggregate number of Shares (or for Awards other than Options orwhich may be issued under [Section 3.1]. Where 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). Upon exerciseare settled by delivery of a Stock Appreciation Right settled in Shares, the grossactual number of Shares covered by the portion of the Award so exercised, whether or not actually issued pursuant to such exercise, will cease to be available under the Plan. Shares that have actually been issued under the Plan under any Award will not be returneddelivered to the Plan and will not become available for future distribution underParticipant shall be counted against the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units or Performance Awards are repurchased by the Company or are forfeited to the 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 liabilities or withholdings 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 cash payment will not result in reducing themaximum aggregate 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 thatwhich may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated inunder [Section 3.1], plus, to the extent allowable under Code Section 422 and the U.S. Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to [Section 3.2].
Lapsed Awards. IfTo the extent any shares of Stock covered by an Award expiresare not delivered to a Participant or becomes unexercisablebeneficiary thereof because the Award expires, is forfeited, lapses without having been exercised in full, or, with respect to Restricted Stock,exercise, canceled or otherwise terminated, or any shares of Restricted Stock Units, Performance Units or Performance Shares is forfeited(as defined in [Section 9]) are forfeited, such shares shall not be deemed to or repurchased byhave been delivered for purposes of determining the Company due to the failure to vest, the unpurchased Shares (or for Awards other than Options ormaximum number of shares of Stock Appreciation Rights the forfeited or repurchased Shares) which were subject thereto will become available for future grant or saledelivery under the Plan (unless the Plan has terminated). Upon exercise of a Stock Appreciation Right settled in Shares, the gross number of Shares covered by the portion of the Award so exercised, whether or not actually issued pursuant to such exercise, will cease towith respect to, and shall be available underfor, future grants of Awards. Notwithstanding the Plan. Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awardspreceding sentence, shares of Restricted Stock, Restricted Stock Units or Performance Awards are repurchased by the Company or are forfeited to the Company due to the failure to vest, such Shares will become available for future grant under the Plan. Sharesstock used to pay the exercise price of an Award or to satisfy the tax liabilities or withholdingswithholding taxes related to an outstanding Award willshall be treated as issued under the Plan and may not becomeagain be made available for future grant or saleissuance as Awards under the Plan. To the extent an AwardAny Stock Appreciation Right awarded under the Plan is paid outwill count as granted and not as settled if settled 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 3.1], plus, to the extent allowable under Code Section 422 and the U.S. Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to [Section 3.2].Stock.
Lapsed Awards.Stock Subject to the Plan. Subject to the provisions of [Section 13] of the Plan, the maximum aggregate number of Shares that may be sold under the Plan is 1,740,000 Shares. All of the available shares may, but need not, be issued pursuant to the exercise of Incentive Stock Options. The Shares may be authorized, but unissued, or reacquired Common Stock. If an Award expiresshould expire or becomesbecome unexercisable for any reason without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased Shares (or(or, for Awards other than Options orRestricted Stock Appreciation RightsUnits, the forfeited or repurchased Shares) whichthat were subject thereto willshall become available for future grant or sale under the Plan (unless the Plan has terminated). UponIn addition, any Shares which are retained by the Company upon exercise of a Stock Appreciation Right settledan Award in Shares,order to satisfy the gross number of Shares covered by the portion of theexercise or purchase price for such Award so exercised, whether or any withholding taxes due with respect to any Award shall be treated as not actually issued pursuant to such exercise, will ceaseand shall continue to be available for future issuance or sale under the Plan. Shares that have actually been issued under the Plan under any Award will not be returnedand later forfeited to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock UnitsCompany or Performance Awards are repurchased by the Company pursuant to any forfeiture provision or are forfeited to the 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 liabilities or withholdings related to an Award will not becomerepurchase right, as applicable, shall be available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment willshall not result in reducingreduce 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 3.1], plus, to the extent allowable under Code Section 422 and the U.S. Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to [Section 3.2].
LapsedAvailability of Shares Not Issued under Awards. IfShares of Stock subject to an Award under this Plan that expires or becomes unexercisableis canceled, forfeited, settled in cash or otherwise terminated without having been exercised in full, or,an issuance of shares to the Participant, including # shares forfeited with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares is forfeited to or repurchased byand # 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) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). Upon exercise of a Stock Appreciation Right settled in Shares, the gross number of Shares covered by the portionshares withheld or surrendered in payment of the Award so exercised, whetherany exercise or not actually issued pursuant to such exercise, will cease to be available under the Plan. Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units or Performance Awards are repurchased by the Company or are forfeited to the Company due to the failure to vest, such Shares will become available for future grant under the Plan. Shares used to pay the exercisepurchase price of an Award or taxes relating to satisfyAwards, in each case, will again be available for Awards under this Plan, except that if any such shares could not again be available for Awards to a particular Participant under any applicable law or regulation, such shares shall be available exclusively for Awards to Participants who are not subject to such limitation. Notwithstanding the tax liabilitiesforegoing, with respect to any Option, Stock Appreciation Right, or withholdings relatedother Award for which a Participant pays (or the value or amount payable under the Award is reduced by) an amount equal to an Awardor exceeding the Fair Market Value of the Stock determined as of the date of grant, the following shares will not becomenot, in each case, be available for future grant or saleAwards under the Plan. ToPlan: # shares tendered or withheld in payment of any exercise or purchase price of such Award or taxes relating to such Award, # shares that were subject to such Award that was exercised, or # shares repurchased on the extentopen market with the proceeds of such Award’s exercise price. If an Award may be settled only in cash, such Award need not be counted against any of the share limits under the Plan is paid out in cash rather than Shares, such cash paymentthis [Section 4] but will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and,remain subject to adjustment as providedthe limitations 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 3.1], plus,5] to the extent allowable under Code Section 422 andrequired to preserve the U.S. Treasury Regulations promulgated thereunder,status of any Shares that become available for issuance under the Plan pursuantAward intended to be a [Section 3.2].162(m)] Award.
Lapsed Awards.Shares issued under the Plan may, in whole or in part, be authorized but unissued Shares or Shares that shall have been or may be reacquired by the Company in the open market, in private transactions or otherwise. If an Award expiresentitles the Participant to receive or becomes unexercisable without having been exercised in full, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased Shares (or 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). Upon exercise of a Stock Appreciation Right settled inpurchase Shares, the gross number of Shares covered by the portion of the Award so exercised, whether or not actually issued pursuant to such exercise, will cease to be available under the Plan. Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units or Performance Awards are repurchased by the Company or are forfeited to the 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 satisfywhich such Award relates shall be counted on the tax liabilities or withholdings related to andate of grant of such Award will not become available for future grant or sale underagainst 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 theaggregate number of Shares available for issuancegranting Awards under the Plan. If any Shares subject to an Award are forfeited, cancelled, exchanged or surrendered or if an Award otherwise terminates or expires without a distribution of Shares to the Participant, the Shares with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for granting Awards under the Plan. Notwithstanding the foregoing and, subjectforegoing, Shares surrendered or withheld as payment of either the Exercise Price of an Award (including Shares otherwise underlying a Stock Appreciation Right that are retained by the Company to adjustment as providedaccount for the Exercise Price of such Stock Appreciation Right) and/or withholding taxes in [Section 14],respect of an Award shall no longer be available for grant under the maximumPlan. In addition, # to the extent an Award is denominated in shares of Common Stock, but paid or settled in cash, the number of shares of Common Stock with respect to which such payment or settlement is made shall again be available for grants of Awards pursuant to the Plan and # shares of Common Stock underlying Awards that can only be settled in cash shall not be counted against the aggregate number of shares of Common Stock available for Awards under the Plan. Upon the exercise of any Award granted in tandem with any other Awards, such related Awards shall be cancelled to the extent of the number of Shares that mayas to which the Award is exercised and, notwithstanding the foregoing, such number of Shares shall no longer be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in [Section 3.1], plus, to the extent allowable under Code Section 422 and the U.S. Treasury Regulations promulgated thereunder, any Shares that become available for issuancegrant under the Plan pursuant to [Section 3.2].Plan.
Lapsed Awards.Additional Shares. If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares is forfeited to or repurchased by the Company due to the failure to vest, the unpurchasedare forfeited, then such Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares) which were subject thereto willshall again become available for future grant or saleAwards under the Plan (unlessPlan. If Stock Units, Options or SARs are forfeited or terminate for any reason before being exercised or settled, then the Plan has terminated). Upon exercise of acorresponding Shares shall again become available for Awards under the Plan. If Stock Appreciation Right settled in Shares,Units are settled, then only the gross number of Shares covered by(if any) actually issued in settlement of such Stock Units shall reduce the portionnumber available in [Section SECTION] 5(a) and the balance shall again become available for Awards under the Plan. The full number of Options exercised shall be counted against the number of Shares available for Awards under the Plan, regardless of the Award so exercised, whether or notnumber of Shares actually issued upon exercise of such Options. The full number of SARs settled shall be counted against the number of Shares available for Awards under the Plan, regardless of the number of Shares actually issued in settlement of such SARs. For the avoidance of doubt, any Shares withheld to satisfy the exercise price or tax withholding obligation pursuant to such exercise, will ceaseany Award shall not be added to bethe Shares available for Awards under the Plan. Notwithstanding the foregoing provisions of this [Section SECTION] 5(b), Shares that have actually been issued under the Plan under any Award willshall not be returned to the Plan and will notagain become available for future distributionAwards under the Plan; provided, however,Plan, except for Restricted Shares that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units or Performance Awards are repurchased by the Company or are forfeited to the 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 liabilities or withholdings related to an Award willand do not become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing 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 3.1], plus, to the extent allowable under Code Section 422 and the U.S. Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to [Section 3.2].vested.
LapsedShares of Common Stock subject to outstanding Awards made under the Plan shall be available for subsequent issuance under the Plan to the extent those Awards expire or terminate for any reason prior to the issuance of the shares of Common Stock subject to those Awards. If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares isUnvested shares issued under the Plan and subsequently forfeited to or repurchased by the Company dueCorporation, at a price per share not greater than the original issue price paid per share, pursuant to the 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 saleCorporation’s repurchase rights under the Plan (unlessshall be added back to the Plan has terminated). Upon exercise of a Stock Appreciation Right settled in Shares, the gross number of Shares covered by the portionshares of the Award so exercised, whether or not actually issued pursuant to such exercise, will cease to be available under the Plan. Shares that have actually been issuedCommon Stock reserved for issuance under the Plan under any Award will notand shall accordingly 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 or Performance Awards are repurchased by the Company or are forfeited to the Company due to the failure to vest, such Shares will become available for future grant under the Plan. Shares used to paysubsequent reissuance. Should the exercise price of an Award or to satisfy the tax liabilities or withholdings related to an Award will not become available for future grant or sale under the Plan. To the extent an Awardoption under the Plan be paid with shares of Common Stock, then the authorized reserve of Common Stock under the Plan shall be reduced by the gross number of shares for which that option is paid outexercised, and not by the net number of shares issued under the exercised stock option. Upon the exercise of any stock appreciation right under the Plan, the share reserve shall be reduced by the gross number of shares as to which such right is exercised, and not by the net number of shares actually issued by the Corporation upon such exercise. If shares of Common Stock otherwise issuable under the Plan are withheld by the Corporation in cash rather than Shares, such cash payment will not resultsatisfaction of the withholding taxes incurred in reducingconnection with the issuance, vesting or exercise of an Award or the issuance of Common Stock thereunder, then the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in [Section 14], the maximum numbershares of Shares that may be issued upon the exercise of IncentiveCommon Stock Options will equal the aggregate Share number stated in [Section 3.1], plus, to the extent allowable under Code Section 422 and the U.S. Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuantshall be reduced on the basis of the gross number of shares issued, vested or exercised under such Award, calculated in each instance prior to [Section 3.2].any such share withholding.
Lapsed Awards. If an AwardOption expires or becomes unexercisableterminates for any reason without having been fully exercised or is surrendered pursuant to [Section 6.4], if shares of Restricted Stock are forfeited, or if Shares covered by a Performance Award are not issued or are forfeited, the unissued or forfeited Shares that had been subject to the Award shall be available for the grant of additional Awards; provided, however, that in full, or,the case of Shares that are withheld to pay withholding taxes with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performancean Award, no such withheld 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) which were subject thereto will becomeshall again be available for futurethe grant or sale under the Plan (unless the Plan has terminated). Upon exercise of a Stock Appreciation Right settled in Shares, the gross number of Shares covered by the portion of the Award so exercised, whether or not actually issued pursuant to such exercise, will cease to be available under the Plan. Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units or Performance Awards are repurchased by the Company or are forfeited to the 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 liabilities or withholdings 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 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 3.1], plus, to the extent allowable under Code Section 422 and the U.S. Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to [Section 3.2].hereunder.
Lapsed Awards. If an AwardOption or Stock Purchase Right expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares) whichthat were subject thereto willshall become available for future grant or sale under the Plan (unless the Plan has terminated). Upon exercise of a Stock Appreciation Right settled in Shares, the gross number of Shares covered by the portion of the Award so exercised, whether or not actually issued pursuant to such exercise, will cease to be available under the Plan.However, Shares that have actually been issued under the Plan under any Award willPlan, upon exercise of either an Option or Stock Purchase Right, shall not be returned to the Plan and willshall 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 or Performance Awards are repurchased by the Company or are forfeited to the Company due to the failure to vest,at their original purchase price, such Shares willshall become available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax liabilities or withholdings 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 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 3.1], plus, to the extent allowable under Code Section 422 and the U.S. Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to [Section 3.2].
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.